CITIGROUP MORTGAGE LOAN TRUST INC. Depositor countrywide HOME LOANS SERVICING LP JPMorgan Chase Bank, National Association homeq servicing corporation Servicers CITIBANK, N.A. Trust Administrator and Trustee POOLING AND SERVICING AGREEMENT Dated as of...
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CITIGROUP MORTGAGE LOAN TRUST INC. |
Depositor |
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countrywide HOME LOANS SERVICING LP |
JPMorgan Chase Bank, National Association |
homeq servicing corporation |
Servicers |
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CITIBANK, N.A. |
Trust Administrator |
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and |
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U.S. BANK NATIONAL ASSOCIATION |
Trustee |
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_________________________________________ |
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Dated as of September 1, 2005 |
_________________________________________ |
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Asset-Backed Pass-Through Certificates |
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Series 2005-HE3 |
TABLE OF CONTENTS
Section |
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ARTICLE I
DEFINITIONS
SECTION 1.01 |
Defined Terms |
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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 |
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SECTION 2.02 |
Acceptance of the Trust Fund by the Trustee. |
SECTION 2.03 |
Repurchase or Substitution of Mortgage Loans by theSeller or the Depositor |
SECTION 2.04 |
[Reserved] |
SECTION 2.05 |
Representations, Warranties and Covenants of the Servicers |
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 |
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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 Trust Administrator. |
SECTION 3.07 |
Collection of Certain Mortgage Loan Payments. | |
SECTION 3.08 |
Sub-Servicing Accounts |
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SECTION 3.09 |
Collection of Taxes, Assessments and Similar Items; Servicing Accounts |
SECTION 3.10 |
Collection Account and Distribution Account. |
SECTION 3.11 |
Withdrawals from the Collection Account and Distribution Account |
SECTION 3.12 |
Investment of Funds in the Collection Account and the Distribution Account |
SECTION 3.13 |
[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. |
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SECTION 3.17 |
Trustee to Cooperate; Release of Mortgage Files. | ||
SECTION 3.18 |
Servicing Compensation |
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SECTION 3.19 |
Reports to the Trust Administrator; Collection Account Statements |
SECTION 3.20 |
Statement as to Compliance |
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SECTION 3.21 |
Independent Public Accountants’ Servicing Report. |
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SECTION 3.22 |
Access to Certain Documentation. |
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SECTION 3.23 |
Title, Management and Disposition of REO Property | |||
SECTION 3.24 |
Obligations of the Servicer in Respect of PrepaymentInterest Shortfalls |
SECTION 3.25 |
Obligations of the Servicer in Respect of Monthly Payments |
SECTION 3.26 |
Advance Facility |
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 |
Distributions |
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SECTION 4.02 |
Statements to Certificateholders |
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SECTION 4.03 |
Remittance Reports; P&I Advances. | ||
SECTION 4.04 |
Allocation of Extraordinary Trust Fund Expenses andRealized Losses |
SECTION 4.05 |
Compliance with Withholding Requirements | ||
SECTION 4.06 |
Net WAC Rate Carryover Reserve Account |
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SECTION 4.07 |
Commission Reporting |
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ARTICLE V
THE CERTIFICATES
SECTION 5.01 |
The Certificates |
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SECTION 5.02 |
Registration of Transfer and Exchange of Certificates | ||||
SECTION 5.03 |
Mutilated, Destroyed, Lost or Stolen Certificates. |
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SECTION 5.04 |
Persons Deemed Owners |
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SECTION 5.05 |
Certain Available Information |
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ARTICLE VI
THE DEPOSITOR AND THE SERVICERS
SECTION 6.01 |
Liability of the Depositor and the Servicers |
SECTION 6.02 |
Merger or Consolidation of the Depositor or the Servicers |
SECTION 6.03 |
Limitation on Liability of the Depositor, the Servicers and Others |
SECTION 6.04 |
Limitation on Resignation of the Servicers |
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SECTION 6.05 |
Rights of the Depositor in Respect of the Servicers |
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SECTION 6.06 |
Duties of the Credit Risk Manager |
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SECTION 6.07 |
Limitation Upon Liability of the Credit Risk Manager | ||||
SECTION 6.08 |
Removal of the Credit Risk Manager |
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ARTICLE VII
DEFAULT
SECTION 7.01 |
Servicer Events of Default |
SECTION 7.02 |
Trust Administrator or Trustee to Act; Appointment of Successor |
SECTION 7.03 |
Notification to Certificateholders |
|
SECTION 7.04 |
Waiver of Servicer Events of Default |
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] |
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SECTION 8.12 |
Appointment of Office or Agency |
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SECTION 8.13 |
Representations and Warranties |
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SECTION 8.14 |
[Reserved] |
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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 |
Servicers, Trustee and Trust Administrator Indemnification |
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 |
Amendment |
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SECTION 11.02 |
Recordation of Agreement; Counterparts |
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SECTION 11.03 |
Limitation on Rights of Certificateholders | ||||||||
SECTION 11.04 |
Governing Law |
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SECTION 11.05 |
Notices |
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SECTION 11.06 |
Severability of Provisions |
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SECTION 11.07 |
Notice to Rating Agencies |
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SECTION 11.08 |
Article and Section References |
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SECTION 11.09 |
Grant of Security Interest |
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Exhibits
Exhibit A-1 |
Form of Class A Certificate |
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Exhibit A-2 |
Form of Mezzanine Certificate |
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Exhibit A-3 |
Form of Class CE Certificate |
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Exhibit A-4 |
Form of Class P Certificate |
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Exhibit A-5 |
Form of Class R Certificate |
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Exhibit A-6 |
Form of Class R-X Certificate |
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Exhibit A-7 |
Form of Class X Certificate |
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Exhibit B |
[Reserved] |
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Exhibit C |
[Reserved] |
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Exhibit D |
Form of Assignment Agreements | |||||||
Exhibit E |
Request for Release |
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Exhibit F-1 |
Form of Transferor Representation Letter and Form of Transferee Representation Letter in Connection with Transfer of the Private Certificates Pursuant to Rule 144A Under the 1933 Act |
Exhibit F-2 |
Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates |
Exhibit G |
Form of Certification with respect to ERISA and the Code |
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Exhibit H-1 |
Form of Certification to be provided by the Depositor with Form 10-K |
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Exhibit H-2 |
Form of Certification to be provided to the Depositor by the Trust Administrator | ||||
Exhibit H-3 |
Form of Certification to be provided to the Depostor by the Servicers |
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Exhibit I |
Form of Cap Contracts |
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Schedule 1 |
Mortgage Loan Schedule |
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Schedule 2 |
Prepayment Charge Schedule |
This Pooling and Servicing Agreement, is dated and effective as of September 1, 2005, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, COUNTRYWIDE HOME LOANS SERVICING LP, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and HOMEQ SERVICING CORPORATION, as Servicers, CITIBANK, N.A., 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 segregated pool of assets comprised of the Mortgage Loans and certain other related assets subject to this Agreement.
REMIC I
As provided herein, the Trust Administrator 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 Cap Contracts) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” The Class R-I Interest will be the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.
Designation |
REMIC I Remittance Rate |
Initial Uncertificated Balance |
Latest Possible Maturity Date(1) |
I-LTAA |
(2) |
$ 727,430,283.28 |
Xxxxxx 0, 0000 |
X-XXX0 |
(2) |
$ 1,904,860.00 |
Xxxxxx 0, 0000 |
X-XXX0X |
(2) |
$ 1,672,130.00 |
Xxxxxx 0, 0000 |
X-XXX0X |
(2) |
$ 1,059,820.00 |
Xxxxxx 0, 0000 |
X-XXX0X |
(2) |
$ 638,120.00 |
Xxxxxx 0, 0000 |
X-XXX0X |
(2) |
$ 440,590.00 |
August 1, 2035 |
I-LTM1 |
(2) |
$ 278,355.00 |
August 1, 2035 |
I-LTM2 |
(2) |
$ 259,795.00 |
August 1, 2035 |
I-LTM3 |
(2) |
$ 174,435.00 |
August 1, 2035 |
I-LTM4 |
(2) |
$ 126,185.00 |
August 1, 2035 |
I-LTM5 |
(2) |
$ 122,475.00 |
August 1, 2035 |
I-LTM6 |
(2) |
$ 111,345.00 |
August 1, 2035 |
I-LTM7 |
(2) |
$ 111,340.00 |
August 1, 2035 |
I-LTM8 |
(2) |
$ 89,075.00 |
August 1, 2035 |
I-LTM9 |
(2) |
$ 70,515.00 |
August 1, 2035 |
I-LTM10 |
(2) |
$ 70,515.00 |
August 1, 2035 |
I-LTM11 |
(2) |
$ 63,095.00 |
August 1, 2035 |
I-LTM12 |
(2) |
$ 100,205.00 |
August 1, 2035 |
I-LTM13 |
(2) |
$ 25,985.00 |
August 1, 2035 |
I-LTZZ |
(2) |
$ 7,526,675.99 |
Xxxxxx 0, 0000 |
X-XXX |
(2) |
$ 100.00 |
August 1, 2035 |
I-LTX |
(2) |
$ 100.00 |
August 1, 2035 |
I-LT1SUB |
(2) |
$ 11,379.68 |
Xxxxxx 0, 0000 |
X-XX0XXX |
(2) |
$ 49,476.89 |
Xxxxxx 0, 0000 |
X-XX0XXX |
(2) |
$ 22,765.09 |
Xxxxxx 0, 0000 |
X-XX0XXX |
(2) |
$ 98,978.29 |
August 1, 2035 |
I-LTXX |
(2) |
$ 742,093,199.32 |
August 1, 2035 |
_______________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest. |
(2) |
Calculated in accordance with the definition of “REMIC I Remittance Rate” herein. |
REMIC II
As provided herein, the Trust Administrator 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) |
$ 380,972,000.00 |
August 1, 2035 |
Class A-2A |
Variable(2) |
$ 334,426,000.00 |
August 1, 2035 |
Class A-2B |
Variable(2) |
$ 211,964,000.00 |
August 1, 2035 |
Class A-2C |
Variable(2) |
$ 127,624,000.00 |
August 1, 2035 |
Class A-2D |
Variable(2) |
$ 88,118,00.00 |
August 1, 2035 |
Class M-1 |
Variable(2) |
$ 55,671,000.00 |
August 1, 2035 |
Class M-2 |
Variable(2) |
$ 51,959,000.00 |
August 1, 2035 |
Class M-3 |
Variable(2) |
$ 34,887,000.00 |
August 1, 2035 |
Class M-4 |
Variable(2) |
$ 25,237,000.00 |
August 1, 2035 |
Class M-5 |
Variable(2) |
$ 24,495,000.00 |
August 1, 2035 |
Class M-6 |
Variable(2) |
$ 22,269,000.00 |
August 1, 2035 |
Class M-7 |
Variable(2) |
$ 22,268,000.00 |
August 1, 2035 |
Class M-8 |
Variable(2) |
$ 17,815,000.00 |
August 1, 2035 |
Class M-9 |
Variable(2) |
$ 14,103,000.00 |
August 1, 2035 |
Class M-10 |
Variable(2) |
$ 14,103,000.00 |
August 1, 2035 |
Class M-11 |
Variable(2) |
$ 12,619,000.00 |
August 1, 2035 |
Class M-12 |
Variable(2) |
$ 20,041,000.00 |
August 1, 2035 |
Class M-13 |
Variable(2) |
$ 5,197,000.00 |
August 1, 2035 |
Class CE Interest |
Variable(3) |
$ 20,783,598.53 |
August 1, 2035 |
Class P Interest |
N/A(4) |
$ 100.00 |
August 1, 2035 |
Class X |
N/A(4) |
$ 100.00 |
August 1, 2035 |
_______________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates. |
(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) |
Neither the Class P Interest nor the Class X Certificate will accrue interest. |
REMIC III
As provided herein, the Trust Administrator 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 segregated pool of assets will be designated as “REMIC III.” The Class R-III Interest will evidence the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class of Certificates.
Designation |
Pass-Through Rate |
Initial Aggregate Certificate Principal Balance |
Latest Possible Maturity Date(1) |
Class CE Certificates |
Variable(2) |
$ 20,783,598.53 |
August 1, 2035 |
_______________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for the Class CE Certificates. |
(2) |
The Class CE Certificates will receive 100% of amounts received in respect of the Class CE Interest. |
REMIC IV
As provided herein, the Trust Administrator 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 segregated 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 |
August 1, 2035 |
_______________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for the Class P Certificates. |
(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 Group I Mortgage Loans had an aggregate Stated Principal Balance equal to $ 494,768,852.26 and the Group II Mortgage Loans had an aggregate Stated Principal Balance equal to $ 989,782,946.27.
In consideration of the mutual agreements herein contained, the Depositor, the Servicers, 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.
“Adjustable-Rate Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan Schedule as having a Mortgage Rate that is subject to adjustment.
“Adjustment Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the month in which the Mortgage Rate of such Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan Schedule.
“Affiliate”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
“Allocated Realized Loss Amount”: With respect to any Distribution Date and any Class of Mezzanine Certificates, (x) the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date minus (y) the amount of the increase in the Certificate Principal Balance of such Class due to the receipt of Subsequent Recoveries as provided in Section 4.01.
“Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage.
“Assignment Agreement”: Each of the agreements among the Depositor, the Seller and the related Originator regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor, substantially in the form of Exhibit D annexed hereto.
“Available Distribution Amount”: With respect to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments due during the Due Period relating to such Distribution Date and received by the Servicers (or by a Sub-Servicer on their behalf) on or prior to the related Determination Date, after deduction of the Servicing Fee and the Credit Risk Manager Fee for such Distribution Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled payments of principal and interest in respect of the Mortgage Loans or REO Properties received by the Servicers during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums and, in the case of HomEq, any Prepayment Interest Excess), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payments paid by the Servicers in respect of Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period, (d) the aggregate of any P&I Advances made by the Servicers 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 Seller 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 to the Servicers, 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, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Servicers or to be withdrawn by the Servicers from the Collection Account pursuant to Section 3.18.
“Balloon Mortgage Loan”: A fixed-rate 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 fixed-rate Mortgage Loan in a single payment at the maturity of such fixed-rate 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.
“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.
“Cap Contracts”: Collectively, the Group I Cap Contract, the Group II Cap Contract and the Mezzanine Cap Contract.
“Cash-out Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of the principal balance of any existing first mortgage on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage, related closing costs and subordinate mortgages on the related Mortgaged Property.
“Certificate”: Any one of the Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 2005-HE3, 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.
“Certificate Margin”: With respect to the Floating Rate Certificates and for purposes of the Marker Rate and the Maximum I-LTZZ Uncertificated Interest Deferral Amount, the specified REMIC I Regular Interest as follows:
Class |
REMIC I Regular Interest |
Certificate Margin | |
|
|
(1) (%) |
(2) (%) |
X-0 |
X-XXX0 |
0.240% |
0.480% |
A-2A |
I-LTA2A |
0.110% |
0.220% |
X-0X |
X-XXX0X |
0.150% |
0.300% |
A-2C |
I-LTA2C |
0.260% |
0.520% |
X-0X |
X-XXX0X |
0.360% |
0.720% |
M-1 |
I-LTM1 |
0.460% |
0.690% |
M-2 |
I-LTM1 |
0.480% |
0.720% |
M-3 |
I-LTM3 |
0.490% |
0.735% |
M-4 |
I-LTM4 |
0.600% |
0.900% |
M-5 |
I-LTM5 |
0.620% |
0.930% |
M-6 |
I-LTM6 |
0.660% |
0.990% |
M-7 |
I-LTM7 |
1.150% |
1.725% |
M-8 |
I-LTM8 |
1.300% |
1.950% |
M-9 |
I-LTM9 |
1.750% |
2.625% |
M-10 |
I-LTM10 |
2.500% |
3.750% |
M-11 |
I-LTM11 |
2.500% |
3.750% |
M-12 |
I-LTM12 |
2.000% |
3.000% |
M-13 |
I-LTM13 |
2.000% |
3.000% |
__________
(1) |
For each Interest Accrual Period for each Distribution Date on or prior to the Optional Termination Date. | |
(2) |
For each other Interest Accrual Period. |
|
“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or a Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the Trust Administrator may conclusively rely upon a certificate of the Depositor or a 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 Class A Certificate, Mezzanine Certificate, Class P Certificate or Class X 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 Class A Certificates, the Mezzanine Certificates, the Class P Certificates and the Class X Certificates then outstanding.
“Certificate Register”: The register maintained pursuant to Section 5.02.
“CHF: Chase Home Finance, LCC.
“Citibank”: Citibank, N.A.
“Class”: Collectively, all of the Certificates bearing the same class designation.
“Class A-1 Certificates”: Any one of the Class A-1 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class A-2A Certificates”: Any one of the Class A-2A Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class A-2B Certificates”: Any one of the Class A-2B Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class A-2C Certificates”: Any one of the Class A-2C Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class A-2D Certificates”: Any one of the Class A-3C 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 Certificates”: Collectively, the Class A-1 Certificates, the Class A-2A Certificates, the Class A-2B Certificates, the Class A-2C Certificates and the Class A-2D Certificates.
“Class A Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the Group I Senior Principal Distribution Amount and (ii) the Group II Senior Principal Distribution Amount.
“Class CE Certificate”: Any one of the Class CE Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-3 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-2 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 (after taking into account the distribution of the Class A 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) approximately 61.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the 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) minus $7,422,759.
“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-2 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 (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (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) approximately 68.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the 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) minus $7,422,759.
“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-2 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 (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (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 (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) approximately 73.20% 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 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) minus $7,422,759.
“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-2 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 (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (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 (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 (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) approximately 76.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the 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) minus $7,422,759.
“Class M-5 Certificate”: Any one of the Class M-5 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class M-5 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (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 (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 (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 (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 79.90% 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 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) minus $7,422,759.
“Class M-6 Certificate”: Any one of the Class M-6 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class M-6 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distributions of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (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 (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 (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 82.90% 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 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) minus $7,422,759.
“Class M-7 Certificate”: Any one of the Class M-7 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class M-7 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (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 (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 (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 (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 85.90% 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 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) minus $7,422,759.
“Class M-8 Certificate”: Any one of the Class M-8 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class M-8 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (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 (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 (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 (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 88.30% 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 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) minus $7,422,759.
“Class M-9 Certificate”: Any one of the Class M-9 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class M-9 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (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 (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 (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 (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date
(after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 90.20% 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 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) minus $7,422,759.
“Class M-10 Certificate”: Any one of the Class M-10 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class M-10 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (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 (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 (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 (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 92.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the 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) minus $7,422,759.
“Class M-11 Certificate”: Any one of the Class M-11 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class M-11 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (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 (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 (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 (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date) and (xii) the Certificate Principal Balance of the Class M-11 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 93.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the 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) minus $7,422,759.
“Class M-12 Certificate”: Any one of the Class M-12 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 M-12 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 (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 (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 (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 (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date), (xii) the Certificate Principal Balance of the Class M-11 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-11 Principal Distribution Amount on such Distribution Date) and (xiii) the Certificate Principal Balance of the Class M-12 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 96.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the 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) minus $7,422,759.
“Class M-13 Certificate”: Any one of the Class M-13 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 M-13 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 (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 (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 (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 (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date), (xii) the Certificate Principal Balance of the Class M-11 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-11 Principal Distribution Amount on such Distribution Date), (xiii) the Certificate Principal Balance of the Class M-12 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-12 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class M-13 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 97.20% 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 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) minus $7,422,759.
“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-4 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 Trust Administrator 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-5 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-6 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.
“Class X Certificate”: Any one of the Class X 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.
“Closing Date”: September 13, 2005.
“Code”: The Internal Revenue Code of 1986, as amended.
“Collection Account”: The account or accounts created and maintained by each Servicer pursuant to Section 3.10(a), which shall be entitled “Countrywide Home Loans Servicing LP, as a servicer for U.S. Bank National Association, as Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through Certificates, Series 2005-HE3,” “Chase Home Finance, LLC as subservicer for JPMorgan Chase Bank, National Association, as a servicer for U.S. Bank National Association, as Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through Certificates, Series 2005-HE3,” and “HomEq Servicing Corporation, as a servicer for U.S. Bank National Association, as Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through Certificates, Series 2005-HE3,” each of which must be an Eligible Account.
“Commission”: The Securities and Exchange Commission.
“Compensating Interest Payment”: With respect to any Distribution Date and the Countrywide 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) one-twelfth of the product of (i) 0.25% and (ii) the Stated Principal Balance of such Mortgage Loans or (b) the aggregate Servicing Fee actually received for such month for the Mortgage Loans. With respect to any Distribution Date and any HomEq Mortgage Loan that was subject to a voluntary Principal Prepayment in full during the portion of the related Prepayment Period occurring between and including the first day of such Prepayment Period and the last day of the calendar month preceding the month in which the Distribution Date occurs, an amount equal to the lesser of (i) the product of (a) the Mortgage Rate for such Mortgage Loan minus the Servicing Fee Rate, (b) the amount of the Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d) the number of days commencing on the date on which such Principal Prepayment was applied and ending on the last day of the calendar month preceding such Distribution Date and (ii) the sum of the Servicing Fee payable to the Servicer and the Prepayment Interest Excess, in each case with respect to such Distribution Date. With respect to any Distribution Date and the JPMorgan Mortgage Loans for which a Principal Prepayment in full or in part was received during the related Prepayment Period, an amount equal to the sum of the Servicing Fee payable to the Servicer and the Prepayment Interest Excess, in each case with respect to such Distribution Date.
“Countrywide”: Countrywide Home Loans Servicing LP.
“Countrywide Mortgage Loans”: The Mortgage Loans serviced by Countrywide Home Loans Servicing LP.
“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 A-1 |
|
|
I-LTA2A |
Class A-2A |
|
|
I-LTA2B |
Class X-0X |
|
|
X-XXX0X |
Xxxxx X-0X |
|
|
X-XXX0X |
Class A-2D |
|
|
I-LTM1 |
Class M-1 |
|
|
I-LTM2 |
Class M-2 |
|
|
I-LTM3 |
Class M-3 |
|
|
I-LTM4 |
Class M-4 |
|
|
I-LTM5 |
Class M-5 |
|
|
I-LTM6 |
Class M-6 |
|
|
I-LTM7 |
Class M-7 |
|
|
I-LTM8 |
Class M-8 |
|
|
I-LTM9 |
Class M-9 |
|
|
I-LTM10 |
Class M-10 |
|
|
I-LTM11 |
Class M-11 |
|
|
I-LTM12 |
Class M-12 |
|
|
I-LTM13 |
Class M-13 |
|
|
I-LTP |
Class P |
|
|
I-LTX |
Class X |
|
“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, at the date of the execution of this instrument is located at 000 Xxxxxxxxx, 00xx Xxxxx, Xxx Xxxx Xxx Xxxx 00000, or such other address as the Trust Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Servicers and the Trustee and, with respect to the Trustee, at the date of the execution of this instrument is located at 00 Xxxxxxxxxx Xxxxxx, XX-XX-XX0X, Xx. Xxxx, Xxxxxxxxx 00000-0000, Attention: Structured Finance/CMLTI 2005-HE3, or such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Servicers and the Trust Administrator.
“Credit Risk Manager”: The Murrayhill Company, a Colorado corporation, and its successors and assigns.
“Credit Risk Management Agreement”: The respective agreements, each dated as of the Closing Date, between the Credit Risk Manager and each of the Servicers, 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”: 0.015% 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 Custodians are Citibank West, FSB and Xxxxx Fargo Bank, National Association, as applicable. 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, September 1, 2005. With respect to all Qualified Substitute Mortgage Loans, their respective dates of substitution. References herein to the “Cut-off Date,” when used with respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.
“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.
“Deficient Valuation”: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding Stated Principal Balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.
“Definitive Certificates”: As defined in Section 5.01(b).
“Deleted Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage Loan.
“Delinquency Percentage”: As of the last day of the related Due Period, the percentage equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Mortgage Loans that, as of the last day of the previous calendar month, are 60 or more days delinquent, are in foreclosure, have been converted to REO Properties or in bankruptcy (and delinquent 60 days or more), and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties as of the last day of the previous calendar month.
“Depositor”: Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor in interest.
“Depository”: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository, for purposes of registering those Certificates that are to be Book-Entry Certificates, is CEDE & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the 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 15th day of the calendar month in which such Distribution Date occurs or, if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day.
“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such REO Property,
the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by REMIC I, other than through an Independent Contractor; provided, however, that the Trustee (or the related Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the related 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 3.10(b) which shall be entitled “Citibank, N.A., as Trust Administrator for U.S. Bank National Association as Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 2005-HE3.” 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 October 2005.
“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.
“Expense Adjusted Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Maximum Mortgage Rate (or Mortgage Rate, in the case of any fixed-rate Mortgage Loan) for such Mortgage Loan minus the sum of the (i) the applicable Servicing Fee Rate and (ii) the Credit Risk Manager Fee Rate.
“Expense Adjusted Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the sum of the (i) the applicable Servicing Fee Rate and (ii) the Credit Risk Manager Fee Rate.
“Extraordinary Trust Fund Expenses”: Any amounts reimbursable to the Servicers or the Depositor pursuant to Section 6.03, any amounts payable from the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts reimbursable to the Trustee, the Trust Administrator or a Custodian from the Trust Fund pursuant to Section 2.01 or Section 8.05 and any other costs, expenses, liabilities and losses borne by the Trust Fund (exclusive of any cost, expense, liability or loss that is specific to a particular Mortgage Loan or REO Property and is taken into account in calculating a Realized Loss in respect thereof) for which the Trust Fund has not and, in the reasonable good faith judgment of the Trust Administrator, shall not, obtain reimbursement or indemnification from any other Person.
“Xxxxxx Xxx”: Xxxxxx Xxx, formerly known as the Federal National Mortgage Association, or any successor thereto.
“FDIC”: Federal Deposit Insurance Corporation or any successor thereto.
“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the related Originator, the Seller, the Depositor or the related 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.
“Floating Rate Certificates”: The Class A Certificates and the Mezzanine Certificates.
“Formula Rate”: With respect to any Distribution Date and each Class of Floating Rate Certificates, the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii) the related Maximum Cap Rate.
“Xxxxxxx Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation, or any successor thereto.
“Gross Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Adjustable-Rate Mortgage Loan.
“Group I Allocation Percentage”: With respect to the Group I Certificates and any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group I Principal Remittance Amount for such Distribution Date and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date.
“Group I Cap Contract”: The cap contract between the Trustee on behalf of the Trust and the counterparty thereunder for the benefit of the Holders of the Group I Certificates in the form attached hereto as Exhibit I.
“Group I Certificates”: The Class A-1 Certificates.
“Group I Interest Remittance Amount”: For any Distribution Date, that portion of the Available Distribution Amount for the related Distribution Date that represents interest received or advanced on the Group I Mortgage Loans and Compensating Interest on the Group I Mortgage Loans (net of Servicing Fees and Credit Risk Manager Fees).
“Group I Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. All Group I Mortgage Loans have a principal balance at origination that conforms to Xxxxxxx Mac loan limits.
“Group I Principal Distribution Amount”: With respect to any Distribution Date, the sum of (i) the principal portion of each Monthly Payment due on the Group I Mortgage Loans during the related Due Period, whether or not received on or prior to the related Determination Date; (ii) the Stated Principal Balance of any Group I Mortgage Loan that was
purchased during the related Prepayment Period pursuant to or as contemplated by Section 2.03 or Section 9.01 and the amount of any shortfall deposited in the Collection Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections (including, without limitation, Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization) received on the Group I Mortgage Loans during the related Prepayment Period, net of any portion thereof that represents a recovery of principal for which an Advance was made by any Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date and (iv) the Group I Allocation Percentage of any Overcollateralization Increase Amount for such Distribution Date minus (v) the Group I Allocation Percentage of any Overcollateralization Reduction Amount for such Distribution Date. In no event will the Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then outstanding aggregate Certificate Principal Balance of the Floating Rate Certificates.
“Group I Principal Remittance Amount”: For any Distribution Date, that portion of the Available Distribution Amount equal to the sum of the amounts set forth in (i) through (iii) of the definition of Group I Principal Distribution Amount.
“Group I Senior Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the aggregate Certificate Principal Balance of the Group I Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 54.00% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $2,473,844.
“Group II Allocation Percentage”: With respect to the Group II Certificates and any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group II Principal Remittance Amount for such Distribution Date and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date.
“Group II Cap Contract”: The cap contract between the Trustee on behalf of the Trust and the counterparty thereunder for the benefit of the Holders of the Group II Certificates in the form attached hereto as Exhibit I.
“Group II Certificates”: The Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates.
“Group II Interest Remittance Amount”: For any Distribution Date, that portion of the Available Distribution Amount for the related Distribution Date that represents interest received or advanced on the Group II Mortgage Loans and Compensating Interest on the Group II Mortgage Loans (net of Servicing Fees and Credit Risk Manager Fees).
“Group II Mortgage Loan”: A Mortgage Loan assigned to Loan Group II. All Group II Mortgage Loans have a principal balance at origination that may or may not conform to Xxxxxxx Mac loan limits.
“Group II Principal Distribution Amount”: With respect to any Distribution Date, the sum of (i) the principal portion of each Monthly Payment due on the Group II Mortgage Loans during the related Due Period, whether or not received on or prior to the related Determination Date; (ii) the Stated Principal Balance of any Group II Mortgage Loan that was purchased during the related Prepayment Period pursuant to or as contemplated by Section 2.03 or Section 9.01 and the amount of any shortfall deposited in the Collection Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections (including, without limitation, Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization) received on the Group II Mortgage Loans during the related Prepayment Period, net of any portion thereof that represents a recovery of principal for which an Advance was made by any Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date and (iv) the Group II Allocation Percentage of any Overcollateralization Increase Amount for such Distribution Date minus (v) the Group II Allocation Percentage of any Overcollateralization Reduction Amount for such Distribution Date. In no event will the Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then outstanding aggregate Certificate Principal Balance of the Floating Rate Certificates.
“Group II Principal Remittance Amount”: For any Distribution Date, that portion of the Available Distribution Amount equal to the sum of the amounts set forth in (i) through (iii) of the definition of Group II Principal Distribution Amount.
“Group II Senior Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the aggregate Certificate Principal Balance of the Group II Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 54.00% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $4,948,915.
“Highest Priority”: As of any date of determination, the Class of Mezzanine Certificates then outstanding with a Certificate Principal Balance greater than zero, with the highest priority for payments pursuant to Section 4.01, in the following order: Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13 Certificates.
“HomEq”: HomEq Servicing Corporation.
“HomEq Mortgage Loans”: The Mortgage Loans serviced by HomEq.
“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, each Servicer and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor, any Servicer or any Affiliate thereof, and (c) is not connected with the Depositor, any 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, any 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 any Servicer or any Affiliate thereof, as the case may be.
“Independent Contractor”: Either (i) any Person (other than the Servicers) that would be an “independent contractor” with respect to any REMIC within the meaning of Section 856(d)(3) of the Code if any REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as any REMIC does not receive or derive any income from such Person and provided that the relationship between such Person and any REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Servicers) if the Trust Administrator has received an Opinion of Counsel for the benefit of the Trustee and the Trust Administrator to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.
“Index”: With respect to each Adjustable-Rate Mortgage Loan and each related Adjustment Date, the index specified in the related Mortgage Note.
“Insurance Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the 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 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 REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and REMIC I Regular Interest I-LTM13, and any Interest Accrual Period therefor, the second London Business Day preceding the commencement of such Interest Accrual Period.
“Interest Distribution Amount”: With respect to any Floating Rate Certificate and the Class CE Certificates and each Distribution Date, interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Certificate for such Distribution Date on the Certificate Principal Balance, in the case of the Floating Rate Certificates, or on the Notional Amount, in the case of the Class CE Certificates, of such Certificate immediately prior to such Distribution Date. The Class P Certificates and the Class X Certificates are not entitled to distributions in respect of interest and, accordingly, shall not accrue interest. All distributions of interest on the Floating Rate Certificates shall be calculated on the basis of a 360-day year and the actual number of days in the applicable Interest Accrual Period. All distributions of interest on the Class CE Certificates shall be based on a 360-day year consisting of twelve 30-day months. The Interest Distribution Amount with respect to each Distribution Date, as to any Floating Rate Certificate or the Class CE 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.
“JPMorgan”: JPMorgan Chase Bank, National Association.
“JPMorgan Mortgage Loans”: The Mortgage Loans serviced by JPMorgan Chase Bank, National Association.
“JPMorgan Servicing Standard”: The servicing and administration of the Mortgage Loans for which JPMorgan is responsible hereunder (a) in the same manner in which, and with the same care, skill, prudence and diligence with which, JPMorgan servicers and administers similar mortgage loans with similar mortgagors (i) for other third-parties, giving due consideration to customary and usual standards of practice of prudent institutional residential
mortgage lenders servicing their own loans or (ii) held in JPMorgan’s own portfolio, whichever standard is higher, and, in either case, giving due consideration to customary and usual standards or practice of mortgage lenders and loan servicers servicing and administering similar mortgage loans, (b) with a view to the maximization of the recovery of the JPMorgan Mortgage Loans on a net present value basis and the best interests of the Certificateholders, (c) without regard to (i) any relationship that JPMorgan or any Affiliate may have with the related Mortgagor or any other party to the transaction; (ii) the right of JPMorgan to receive compensation or other fees for its services rendered pursuant to this Agreement; (iii) the obligation of JPMorgan to make Servicing Advances; (iv) the ownership, servicing or management by JPMorgan or any Affiliate thereof for others of any other mortgage loans or mortgage properties; and (v) any debt that JPMorgan or any Affiliate of JPMorgan has extended to any Mortgagor or any Affiliate of such Mortgagor and (d) in accordance with all applicable state, local and federal laws, rules and regulations.
“Late Collections”: With respect to any Mortgage Loan, all amounts received subsequent to the Determination Date immediately following any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent for such Due Period and not previously recovered.
“Liquidation Event”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from 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.
“Loan Group”: Loan Group I or Loan Group II, as the context requires.
“Loan Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule as having been assigned to Loan Group I.
“Loan Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule as having been assigned to Loan Group II.
“London Business Day”: Any day on which banks in the City of London and New York are open and conducting transactions in United States dollars.
“Marker Rate”: With respect to the Class CE Certificates 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-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular Interest I-LTM13 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) One-Month LIBOR plus the related Certificate Margin for the related Corresponding Certificate and (ii) the related Net WAC Pass-Through Rate for the related Corresponding Certificate for the purpose of this calculation for such Distribution Date and with the rate on REMIC I Regular Interest I-LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, each such cap shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Interest Accrual Period and the denominator of which is 30.
“Master Agreement”: Any of the Master Mortgage Loan Purchase and Interim Servicing Agreement between an Originator and the Seller.
“Maximum Cap Rate”: For any Distribution Date with respect to the Group I Certificates, a per annum rate equal to the product of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans, weighted on the basis of the outstanding Stated Principal Balances of the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) 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.
For any Distribution Date with respect to the Group II Certificates, a per annum rate equal to the product of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the outstanding Stated Principal Balances of the Group II Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period.
For any Distribution Date with respect to the Mezzanine Certificates, a per annum rate equal to the product of (x) the weighted average (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of the applicable Loan Group, the current Certificate Principal Balance of the related Class A Certificates) of the weighted average of the Maximum Cap Rate for the Group I Mortgage Loans and the Group II Mortgage Loans, in each case, weighted on the basis of the outstanding Stated Principal Balances of the related Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period.
“Maximum 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-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and REMIC I Regular Interest I-LTM13 for such Distribution Date, with the rate on each such REMIC I Regular Interest subject to a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate Margin for the related Corresponding Certificate and (ii) the related Net WAC Pass-Through Rate for the related Corresponding Certificate; provided, however, each cap shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Interest Accrual Period and the denominator of which is 30.
“Maximum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.
“MERS”: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
“MERS System”: The system of recording transfers of Mortgages electronically maintained by MERS.
“Mezzanine Cap Contract”: The cap contract between the Trustee on behalf of the Trust and the counterparty thereunder for the benefit of the Holders of the Mezzanine Certificates in the form attached hereto as Exhibit I.
“Mezzanine Certificates”: Collectively, the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, Class M-5 Certificates, the
Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the Class M-10 Certificates, the Class M-11 Certificates, the Class M-12 Certificates and the Class M-13 Certificates.
“MIN”: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS System.
“Minimum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.
“MOM Loan”: With respect to any Mortgage Loans registered with MERS on the MERS® System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and 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 related Servicer pursuant to Section 3.07; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.
“Moody’s”: Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”: The mortgage, deed of trust or other instrument creating a first lien on, or first priority security interest in, a Mortgaged Property securing a Mortgage Note.
“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(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, separately identifying the Group I Mortgage Loans and the Group II Mortgage Loans, attached hereto as Schedule 1. The Mortgage Loan Schedule shall set forth the following information with respect to each Mortgage Loan:
(i) |
the Mortgage Loan identifying number; |
(ii) |
a code indicating whether the Mortgaged Property is owner-occupied; | ||||
(iii) |
the type of Residential Dwelling constituting the Mortgaged Property; | ||||
(iv) |
the original months to maturity; |
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(v) |
the original date of the mortgage; |
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(vi) |
the Loan-to-Value Ratio at origination; |
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(vii) |
the Mortgage Rate in effect immediately following the Cut-off Date; |
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(viii) the date on which the first Monthly Payment was due on the Mortgage Loan;
(ix) |
the stated maturity date; |
| |
(x) |
the amount of the Monthly Payment at origination; |
| |
(xi) |
the amount of the Monthly Payment as of the Cut-off Date; | ||
(xii) the last Due Date on which a Monthly Payment was actually applied to the unpaid Stated Principal Balance;
(xiii) |
the original principal amount of the Mortgage Loan; |
(xiv) the Scheduled Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date;
(xv) a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term Refinancing, Cash-Out Refinancing);
(xvi) a code indicating the documentation style (i.e., full, alternative or reduced);
(xvii) |
the Value of the Mortgaged Property; |
|
(xviii) |
the sale price of the Mortgaged Property, if applicable; |
(xix) the actual unpaid principal balance of the Mortgage Loan as of the Cut-off Date;
(xx) |
the Servicing Fee Rate; |
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(xxi) |
the term of the Prepayment Charge , if any; |
(xxii) the percentage of the principal balance covered by lender paid mortgage insurance, if any; and
(xxiii) with respect to each Adjustable-Rate Mortgage Loan, the Adjustment Dates, the Gross Margin, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Periodic Rate Cap, the maximum first Adjustment Date Mortgage Rate adjustment, the first Adjustment Date immediately following the origination date and the rounding code (i.e., nearest 0.125%, next highest 0.125%).
The Mortgage Loan Schedule shall set forth the following information with respect to the Mortgage Loans by Loan Group and in the aggregate as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans; (4) the weighted average maturity of the Mortgage Loans; (5) the Scheduled Principal Balance of the Mortgage Loans as of the close of business on the Cut-off Date (not taking into account any Principal Prepayments received on the Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off Date. The Mortgage Loan Schedule shall be amended from time to time by the Depositor in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.
“Mortgage Note”: The original executed note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time, and any REO Properties acquired in respect thereof.
“Mortgage Rate”: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, without regard to any reduction thereof as a result of a Debt Service Reduction or operation of the Relief Act, which rate (i) with respect to each fixed-rate Mortgage Loan shall remain constant at the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date and (ii) with respect to the Adjustable-Rate Mortgage Loans, (A) as of any date of determination until the first Adjustment Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date and (B) as of any date of determination thereafter shall be the rate as adjusted on the most recent Adjustment Date equal to the sum, rounded as provided in the Mortgage Note, of the Index, as published as of a date prior to the Adjustment Date as set forth in the related Mortgage Note, plus the related Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate Mortgage Loan on any Adjustment Date shall never be more than the lesser of (i) the sum of the Mortgage Rate in effect immediately prior to the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate, and shall never be less than the greater of (i) the Mortgage Rate in effect immediately prior to the Adjustment Date less the Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.
“Mortgaged Property”: The underlying property securing a Mortgage Loan, including any REO Property, consisting of an Estate in Real Property improved by a Residential Dwelling.
“Mortgagor”: The obligor on a Mortgage Note.
“Net Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i) any Overcollateralization Reduction Amount and (ii) the excess of (x) the Available Distribution Amount for such Distribution Date over (y) the sum for such Distribution Date of (A) the Senior Interest Distribution Amounts distributable to the holders of the Class A Certificates and the Interest Distribution Amounts distributable to the holders of the Mezzanine Certificates and (B) the Principal Remittance Amount.
“Net WAC Pass-Through Rate”: For any Distribution Date with respect to the Group I Certificates, a per annum rate equal to the product of (x) the weighted average of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans, weighted on the basis of the outstanding Stated Principal Balances of the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period. For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of the REMIC I Remittance Rate on REMIC I Regular Interest I-LT1GRP, weighted on the basis of the Uncertificated Balance of such REMIC I Regular Interest.
For any Distribution Date with respect to the Group II Certificates, a per annum rate equal to the product of (x) the weighted average of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the outstanding Stated Principal Balances of the Group II Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period. For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of the REMIC I Remittance Rate on REMIC I Regular Interest I-LT2GRP, weighted on the basis of the Uncertificated Balance of such REMIC I Regular Interest.
For any Distribution Date with respect to the Mezzanine Certificates, a per annum rate equal to the product of (x) the weighted average (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of the applicable Loan Group, the Certificate Principal Balance of the related Class A Certificates) of (i) the weighted average of the Net WAC Pass-Through Rate for the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (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 (ii) the weighted average of the Net WAC Pass-Through Rate for the Group II Mortgage Loans as of the
first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period. For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of the REMIC I Remittance Rates on (a) REMIC I Regular Interest I-LT1SUB, subject to a cap and a floor equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans and (b) REMIC I Regular Interest I-LT2SUB, subject to a cap and a floor equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans, 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, the sum of (A) the positive excess, if any, of (i) the amount of interest that would have accrued on such Class of Certificates for such Distribution Date if the Pass-Through Rate for such Class of Certificates for such Distribution Date were calculated at the related Formula Rate over (ii) the amount of interest accrued on such Class of Certificates at the Net WAC Pass-Through Rate for such Distribution Date and (B) the related Net WAC Rate Carryover Amount for the previous Distribution Date not previously distributed together with interest accrued on such unpaid amount for the most recently ended Interest Accrual Period at the Formula Rate for such Class of Certificates and such Distribution Date.
“New Lease”: Any lease of REO Property entered into on behalf of REMIC I, including any lease renewed or extended on behalf of REMIC I, if REMIC I has the right to renegotiate the terms of such lease.
“Nonrecoverable Advance”: Any P&I Advance or Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the related Servicer (or, with respect to JPMorgan, in accorandance with the JPMorgan Servicing Standard), 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 and REMIC I Regular Interest I-LTX) for such Distribution Date.
“Officers’ Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the applicable Servicer, the Seller or the Depositor, as applicable.
“One-Month LIBOR”: With respect to the Class A-1 Certificates and for purposes of the Marker Rate and Maximum I-LTZZ Uncertificated Interest Deferral Amount, REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and REMIC I Regular Interest I-LTM13, 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, any Servicer or the Trust Administrator acceptable to the Trustee, if such opinion is delivered to the Trustee, or reasonably acceptable to the Trust Administrator, if such opinion is delivered to the Trust Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.
“Optional Termination Date”: The 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 Trust Fund as of the Closing Date.
“Originator”: Each of WMC Mortgage Corp, MortgageIT, Inc., First Horizon Home Loan Corporation, Accredited Home Lenders, Inc. and Impac Funding Corporation.
“Overcollateralization Deficiency Amount”: With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Target Amount applicable to such Distribution Date over (b) the Overcollateralized Amount applicable to such Distribution Date (calculated for this purpose only after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed).
“Overcollateralization Increase Amount”: With respect to any Distribution Date, the lesser of (a) the Net Monthly Excess Cashflow for such Distribution Date and (b) the Overcollateralization Deficiency Amount for such Distribution Date (calculated for this purpose only after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed).
“Overcollateralization Reduction Amount”: With respect to any Distribution Date, an amount equal to the lesser of (a) the Principal Remittance Amount for such Distribution Date and (b) the Excess Overcollateralized Amount.
“Overcollateralization Target Amount”: With respect to any Distribution Date, (i) prior to the Stepdown Date, an amount equal to 1.40% of the aggregate outstanding Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger Event is not in effect, the greater of (x) 2.80% of the then current aggregate outstanding Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (y) 0.50% of the aggregate 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 Class A Certificates and the Mezzanine Certificates to zero, the Overcollateralization Target Amount shall be zero.
“Overcollateralized Amount”: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the 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 Class A Certificates, the Mezzanine Certificates, the Class P Certificates and the Class X Certificates after giving effect to distributions to be made on such Distribution Date.
“Ownership Interest”: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.
“Pass-Through Rate”: With respect to the Floating Rate Certificates and any Distribution Date, the lesser of (x) the related Formula Rate for such Distribution Date and (y) the 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 100% of the interest on REMIC I Regular Interest I-LTX 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-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular Interest I-LTM13 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 $100,000 and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Class X 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.
“Periodic Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.
“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued by the
Depositor, the Servicers, 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 in its highest short-term unsecured debt rating available at the time of such investment;
(vi) units of money market funds, including money market funds affiliated with the Trustee, the Trust Administrator or an Affiliate of either of them, that have been rated “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch; 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 the related Servicer in respect of any Distribution Date pursuant to Section 4.03.
“Plan”: Any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code.
“Prepayment Assumption”: As defined in the Prospectus Supplement.
“Prepayment Charge”: With respect to any Prepayment Period, any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note (other than any Servicer Prepayment Charge Payment Amount).
“Prepayment Charge Schedule”: As of any date, the list of Prepayment Charges included in the Trust Fund on such date, 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 HomEq Mortgage Loan that was the subject of a voluntary Principal Prepayment in full during the portion of the related Prepayment Period occurring between the first day of the calendar month in which such Distribution Date occurs and the 15th day of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Mortgage Rate (less the Servicing Fee) 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.
“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was during the related Prepayment Period the subject of a Principal Prepayment in full or in part that was applied by the related Servicer to reduce the outstanding principal balance of such loan on a date preceding the Due Date in the succeeding Prepayment Period, 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 related Prepayment Period. The obligations of the related Servicer in respect of any Prepayment Interest Shortfall are set forth in Section 3.24.
“Prepayment Period”: With respect to each Distribution Date and the Countrywide Mortgage Loans and the JPMorgan Mortgage Loans, the calendar month immediately preceding the month in which the Distribution Date occurs. With respect to each Distribution Date and the HomEq Mortgage Loans and (i) voluntary principal payments in full, the period commencing on the 16th day of the month preceding the month in which such Distribution Date falls (or, in the case of the first Distribution Date, commencing September 1, 2005) and ending on the 15th day of the calendar month in which such Distribution Date occurs and (ii) principal payments in part, liquidations and other unscheduled collections on the HomEq Mortgage Loans, 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 Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of prepayment.
“Principal Remittance Amount”: With respect to any Distribution Date, the sum of the (i) the Group I Principal Remittance Amount and (ii) the Group II Principal Remittance Amount.
“Private Certificates”: Any of the Class M-11, Class M-12, Class M-13, Class CE, Class P, Class X or Residual Certificates.
“Prospectus Supplement”: The Prospectus Supplement, dated September 9, 2005, relating to the public offering of the Class A Certificates and the Mezzanine Certificates (other than the Class M-11, Class M-12 and Class M-13 Certificates).
“Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased by the Seller pursuant to or as contemplated by Section 2.03 or Section 9.01, and as confirmed by an Officers’ Certificate from the party purchasing the Mortgage Loan to the Trustee and the Trust Administrator, an amount equal to the sum of: (i) 100% of the Stated
Principal Balance thereof as of the date of purchase (or such other price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the applicable Mortgage Loan Remittance Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the related 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 related Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, minus the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing Advances and P&I Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO Property; (iv) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to Sections 3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses incurred or to be incurred by the Trust Fund in respect of the breach or defect giving rise to the purchase obligation including any costs and damages incurred by the Trust Fund in connection with any violation of any predatory or abusive lending law with respect to the related Mortgage Loan. With respect to any Mortgage Loan or REO Property to be purchased by an Originator 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 Seller 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 an 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, Xxxxx’x and Fitch or their successors. If such agencies or their successors are no longer in existence, the “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, written notice of which designation shall be given to the Trustee, the Trust Administrator and Servicers.
“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 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 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 Certificates is a Book-Entry Certificate, the Business Day immediately preceding such Distribution Date. With respect to each Distribution Date and any other Certificates, including any Definitive Certificates, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.
“Refinanced Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.
“Regular Certificate”: Any Class A Certificate, Mezzanine Certificate, Class CE Certificate, Class P Certificate or Class X Certificate.
“Regular Interest”: A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.
“Relief Act”: The Servicemembers Civil Relief Act, 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 any Servicer Prepayment Charge Payment Amount), the Distribution Account (other than any amounts representing any 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 Cap Contracts 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 Marker Allocation Percentage”: 0.50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular Interest I-LTM13, REMIC I Regular Interest I-LTZZ, REMIC I Regular Interest I-LTP and REMIC I Regular Interest I-LTX.
“REMIC I Overcollateralized Amount”: With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Balance of the REMIC I Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular Interest I-LTM13, REMIC I Regular Interest I-LTP and REMIC I Regular Interest I-LTX, 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) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and REMIC I Regular Interest I-LTM13 and the denominator of which is the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular Interest I-LTM13 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-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-
LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and REMIC I Regular Interest I-LTM13, REMIC I Regular Interest I-LTZZ, REMIC I Regular Interest I-LTP, REMIC I Regular Interest I-LTX, REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT2SUB and REMIC I Regular Interest I-LTXX, the weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans. With respect to REMIC I Regular Interest I-LT1GRP, the weighted average of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans and with respect REMIC I Regular Interest I-LT2GRP, the weighted average of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans.
“REMIC I Required Overcollateralized Amount”: 0.50% of the Overcollateralization Target Amount.
“REMIC I Sub WAC Allocation Percentage”: 50% of any amount payable from or loss attributable to the Mortgage Loans, which shall be allocated to REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC I Regular Interest I-LTXX.
“REMIC I Subordinated Balance Ratio”: The ratio between the Uncertificated Balances of each REMIC I Regular Interest ending with the designation “SUB,”, equal to the ratio between, with respect to each such REMIC I Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of Class A Certificates in the related Loan Group.
“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 X 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 Trust Administrator, 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 Trust Administrator, 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 prepared by the related 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 the related Servicer in respect of an REO Property pursuant to Section 3.23.
“REO Disposition”: The sale or other disposition of an REO Property on behalf of any Trust REMIC.
“REO Imputed Interest”: As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I, one month’s interest at the applicable Mortgage Loan Remittance Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan if appropriate) as of the close of business on the Distribution Date in such calendar month.
“REO Property”: A Mortgaged Property acquired by the related 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.
“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.
“Seller”: Citigroup Global Markets Realty Corp. or its successor in interest.
“Senior Enhancement Percentage”: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the sum of the aggregate Certificate Principal Balance of the Mezzanine, Class CE, Class P and Class X Certificates, calculated after taking into account distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date,and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period).
“Senior Interest Distribution Amount”: With respect to any Distribution Date and each Class of Class A Certificates, an amount equal to the sum of (i) the Interest Distribution Amount for such Distribution Date and (ii) the Interest Carry Forward Amount, if any, for such Distribution Date.
“Servicer”: Either Countrywide Home Loans Servicing LP, with respect certain to Mortgage Loans originated by WMC Mortgage Corp., MortgageIT, Inc. and Impac Funding Corporation, JPMorgan Chase Bank, National Association with respect to certain Mortgage Loans originated by MortgageIT, Inc., First Horizon Home Loan Corporation and Accredited Home Lenders, Inc. or HomEq Servicing Corporation with respect to certain Mortgage Loans originated by MortgageIT, Inc., as the context requires, 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.
“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 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 Business Day immediately following.
“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 any of the Servicers in connection with a default, delinquency or other unanticipated event by such Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, in respect of a particular Mortgage Loan, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS System, (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property, and (iv) the performance of its obligations under Section 3.01, Section 3.09, Section 3.13, Section 3.14, Section 3.16 and Section 3.23. With respect to JPMorgan Mortgage Loans and HomEq Mortgage Loans, 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 in connection with any foreclosure in respect of any HomEq Mortgage Loan to the extent not recovered from the related Mortgagor or otherwise payable under this Agreement. None of the Servicers shall 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. None of the Servicers shall be required to make any Servicing Advance that would be a Nonrecoverable Advance.
“Servicing Fee”: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest at the applicable Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month. A portion of such Servicing Fee may be retained by any Sub-Servicer as its servicing compensation.
“Servicing Fee Rate”: With respect to each Mortgage Loan, the rate of 0.50% per annum.
“Servicing Officer”: Any employee of any 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 Trustee, the Trust Administrator and the Depositor on the Closing Date, as such list may from time to time be amended.
“Single Certificate”: With respect to any Class of Certificates (other than the Class X Certificates, Class X Certificates and 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, Class X and the Residual Certificates, a hypothetical Certificate of such Class evidencing a 20% Percentage Interest in such Class.
“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
related 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 any of the Servicers are 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 October 2008 and (b) the first Distribution Date on which the Senior Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Mortgage Loans but prior to any distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date) is equal to or greater than 46.00%.
“Sub-Servicer”: Any Person with which any Servicer has entered into a Sub- Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 3.02.
“Sub-Servicing Account”: An account established by a Sub-Servicer which meets the requirements set forth in Section 3.08 and is otherwise acceptable to the applicable Servicer.
“Sub-Servicing Agreement”: The written contract between any 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 or the related 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.
“Trailing Recoveries”: Any Insurance Proceeds, Liquidation Proceeds and other payments or recoveries on a Mortgage Loan received or collected by the related Servicer after a Final Recovery Determination has been made with respect to such Mortgage Loan or related REO Property.
“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 35.00% of the Senior Enhancement Percentage for the prior Distribution Date; or
(b) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related 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:
Distribution Date Occurring In |
Percentage |
October 2007 through September 2008 |
1.30% |
October 2008 through September 2009 |
3.00% |
October 2009 through September 2010 |
4.70% |
October 2010 through September 2011 |
6.10% |
October 2011 and thereafter |
6.85% |
“Trust Administrator”: Citibank, N.A., or its successor in interest, or any successor trust administrator appointed as herein provided.
“Trust Fund”: Collectively, all of the assets of each Trust REMIC, the Net WAC Rate Carryover Reserve Account, the Cap Contracts, Servicer Prepayment Charge Payment Amounts 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 Class P Certificates and the Class X Certificates then outstanding. The Uncertificated Principal Balance of each REMIC Regular Interest that has an Uncertificated Principal Balance shall never be less than zero.
“Uncertificated Interest”: With respect to any REMIC Regular Interest for any Distribution Date, one month’s interest at the REMIC I Remittance Rate applicable to such REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated Balance thereof immediately prior to such Distribution Date. Uncertificated Interest in respect of any REMIC Regular Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day months. Uncertificated Interest with respect to each Distribution Date, as to any REMIC Regular Interest, shall be reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date to the extent not covered by payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief Act Interest Shortfall, if any allocated, in each case, to such REMIC Regular Interest pursuant to Section 1.02. In addition, Uncertificated Interest with respect to each Distribution Date, as to any REMIC Regular Interest shall be reduced by Realized Losses, if any, allocated to such REMIC Regular Interest pursuant to Section 1.02 and Section 4.04.
“Uninsured Cause”: Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to Section 3.14.
“United States Person”: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations); provided that, for purposes solely of the restrictions on the transfer of the Residual Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United States Persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated as a United States person on August 20, 1996 may elect to continue to be treated as a United States person notwithstanding the previous sentence. The term “United States” shall have the meaning set forth in Section 7701 of the Code.
“Value”: With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser.
“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. With respect to any date of determination, 98% of all Voting Rights will be allocated among the holders of the Class A Certificates, the Mezzanine Certificates and the Class CE Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates, 1% of all Voting Rights will be allocated to the holders of the Class P Certificates and 1% of all Voting Rights will be allocated among the holders of the Residual Certificates. The Voting Rights allocated to each Class of Certificate shall be allocated among Holders of each such Class in accordance with their respective Percentage Interests as of the most recent Record Date.
SECTION 1.02 |
Allocation of Certain Interest Shortfalls. |
For purposes of calculating the Interest Distribution Amount for the Floating Rate Certificates 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 related Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to the Class CE 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 Class A Certificates and the Mezzanine 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:
(A) The REMIC I Marker Allocation Percentage of the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to Section 3.24) and the REMIC I Marker Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated among REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular Interest I-LTM13 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; and
(B) The REMIC I Sub WAC Allocation Percentage of the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to Section 3.24) and the REMIC I Sub WAC Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to Uncertificated Interest payable to REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC I Regular Interest I-LTXX, 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, 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 and the Trust Administrator acknowledge 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 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.
In instances where an original recorded Mortgage cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with the recording of such Mortgage, the Depositor may, (a) in lieu of delivering such original recorded Mortgage referred to in clause (ii) above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a copy thereof, provided that the Depositor certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (iii) above to the Trustee (or a Custodian on behalf of the Trustee), deliver such assignment to the Trustee (or a Custodian on behalf of the Trustee) completed except for recording information. In all such instances, the Depositor will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt of such Mortgage. In instances where an original recorded Mortgage has been lost or misplaced, the Depositor or the related title insurance company may deliver, in lieu of such Mortgage, a copy of such Mortgage bearing recordation information and certified as true and correct by the office in which recordation thereof was made. In instances where the original or a copy of the title insurance policy referred to in clause (vi) above (which may be a certificate relating to a master
policy of title insurance) pertaining to the Mortgaged Property relating to a Mortgage Loan cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement because such policy is not yet available, the Depositor may, in lieu of delivering the original or a copy of such title insurance referred to in clause (vi) above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a binder with respect to such policy (which may be a certificate relating to a master policy of title insurance) and deliver the original or a copy of such policy (which may be a certificate relating to a master policy of title insurance) to the Trustee (or a Custodian on behalf of the Trustee) within 180 days of the Closing Date, in instances where an original assumption, modification, buydown or conversion-to-fixed- interest-rate agreement cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement, the Depositor may, in lieu of delivering the original of such agreement referred to in clause (iv) above, deliver a certified copy thereof.
To the extent not already recorded, except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the related Servicer, at the expense of the Seller shall promptly (and in no event later than five Business Days following the later of the Closing Date and the date of receipt by the related Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to any Trust REMIC, in the appropriate public office for real property records, each Assignment delivered to it pursuant to (iii) above. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the related Servicer, at the expense of the Seller, shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, but without limiting the requirement that such Assignments be in recordable form, none of the Servicers or 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 any Servicer, upon the earliest to occur of: (A) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (B) the occurrence of a Servicer Event of Default, (C) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (D) the occurrence of a servicing transfer as described in Section 7.02 of this Agreement and (E) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Seller fails to pay the cost of recording the Assignments, such expense will be paid by the 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 such Servicer agrees that it will not and will not permit a Sub-Servicer to, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
With respect to a maximum of approximately 5.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in (i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee (or a Custodian on behalf of the Trustee) of a photocopy of such Mortgage Note, if available, with a lost note affidavit. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trustee (or a Custodian on behalf of the Trustee) is subsequently located, such original Mortgage Note shall be delivered to the Trustee (or a Custodian on behalf of the Trustee) within three Business Days.
The Depositor shall deliver or cause to be delivered to the Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan.
All original documents relating to the Mortgage Loans that are not delivered to the Trustee (or a Custodian on behalf of the Trustee) are and shall be held by or on behalf of the Seller, the Depositor or the 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 parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws.
The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Trust and the Holders of the Floating Rate Certificates. The Seller, the Depositor, the Servicers, the Trust Administrator and the Holders of the Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform the Trust Fund’s obligations under the Cap Contracts and shall do so solely in its capacity as Trustee of the
Trust Fund and not in its individual capacity. The Trustee shall not have any responsibility for the contents, adequacy or sufficiency of the Cap Contracts, including, without limitation, any representations and warranties contained therein.
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 Seller, 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, any of the Servicers, the Trust Administrator or the Trustee of a breach of any of the representations and warranties made by the related Originator or the Seller 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 West, FSB and Xxxxx Fargo Bank, National Association, as applicable, are appointed as Custodians 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 Seller or the Depositor. |
(a) Upon discovery or receipt of notice by the Depositor, the related 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 an Originator or the Seller 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 Seller of such defect, missing document or breach and request that the related Originator deliver such missing document or cure such defect or that the related Originator or the Seller, as applicable, cure such breach within 90 days from the date the related Originator or the Seller, as applicable, was notified of such missing document, defect or breach, and if the related Originator or Seller, 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 Seller, 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 Seller was notified (subject to Section 2.03(e)) of such missing document, defect or breach, and (ii) to indemnify the Trust Fund in respect of such missing document, defect or breach, in the case of each of (i) and (ii), if and to the extent that the related Originator or Seller, 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 Seller, as applicable, to the related Servicer for deposit into the Collection Account, and the Trust Administrator, upon receipt of written notice from the related Servicer of such deposit, shall give written notice to the Trustee and the related Custodian that such deposit has taken place and the Trustee shall release (or cause the related Custodian to release on its behalf) to the related Originator or the Seller, as applicable, the related Mortgage File, and the Trustee and the Trust Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or the Seller, as applicable, shall furnish to it and as shall be necessary to vest in the related Originator or the Seller, 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 Seller, 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 Seller, 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 Seller, 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 Seller, 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 Seller, 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 Seller, 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 Seller, 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 Seller, 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 any Servicer or receipt of notice by the Depositor of the breach of any representation, warranty or covenant of such 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 Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the related Originator or the Seller, 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 related 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 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 related Originator, the Seller 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 Seller, 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 Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Trust Administrator shall give or cause to be given written notice to the Trustee and the Certificateholders that such substitution has taken place, and the Trust Administrator shall amend or cause the 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 Seller, 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 Seller, as applicable, to deliver or cause to be delivered, and shall request that such delivery be to the related Servicer for deposit in the 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 Seller, as applicable, the related Mortgage File or Files and the Trustee and the Trust Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or the Seller, 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 Seller, 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.
(e) Upon discovery by the Depositor, any Servicer, the Trust Administrator or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties to this Agreement, and the Trustee shall give written notice thereof to the Seller. In connection therewith, the related Originator or the Seller, 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 Seller, 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 Seller, 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 Seller, as the case may be, the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased by an Originator or the Seller for breach of a representation or warranty.
SECTION 2.04 |
[Reserved]. |
SECTION 2.05 |
Representations, Warranties and Covenants of the Servicers. |
(a) Each Servicer other than HomEq 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) Such Servicer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by 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 power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of such Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid and binding obligation of 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, with respect to Countrywide, is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act;
(v) 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) Such Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that such Servicer can service the Mortgage Loans in accordance with the terms of this Agreement;
(viii) Such Servicer has fully furnished and will continue to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors (the “Credit Repositories”) in a timely manner; and
(ix) Such Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS.
(b) HomEq 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 as of the Closing Date or as of such date specifically provided herein:
(i) HomEq is a corporation duly organized, validly existing and in good standing under the laws of the state of New Jersey as now being conducted and is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by HomEq, and in any event HomEq is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan in accordance with the terms of this Agreement;
(ii) HomEq has the full corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments or transfer to be delivered pursuant to this Agreement) by HomEq and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of HomEq, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights and to the application of equitable principles in any proceeding, whether at law or in equity; and all requisite corporate action has been taken by HomEq to make this Agreement valid and binding upon HomEq in accordance with its terms;
(iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of HomEq;
(iv) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of HomEq’s charter or by-laws or any legal restriction or any material agreement or instrument to which HomEq is
now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which HomEq or its property is subject, or impair the value of the Mortgage Loans;
(v) HomEq has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. HomEq is in good standing to enforce and service mortgage loans in the jurisdiction wherein the Mortgaged Properties are located;
(vi) HomEq 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) There is no action, suit, proceeding or investigation pending or, to HomEq’s knowledge, threatened against HomEq, before any court, administrative agency or other tribunal asserting the invalidity of this Agreement, seeking to prevent the consummation of any of the transactions contemplated by this Agreement or which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of HomEq, or in any material impairment of the right or ability of HomEq to carry on its business substantially as now conducted, or in any material liability on the part of HomEq, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of HomEq contemplated herein, or which would be likely to impair materially the ability of HomEq to perform under the terms 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 HomEq of or compliance by HomEq with this Agreement or the servicing of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the date hereof;
(ix) No statement, report or other document furnished or to be furnished by HomEq 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 therein not misleading;
(x) HomEq acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by HomEq, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement;
(xi) HomEq has fully furnished and will continue to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors (the “Credit Repositories”) in a timely manner; and
(xii) HomEq is an approved servicer of residential mortgage loans for Xxxxxx Mae and Xxxxxxx Mac. HomEq is in good standing to service mortgage loans for Xxxxxx Mae and Xxxxxxx Mac and no event has occurred which would make HomEq unable to comply with eligibility requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac.
It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to 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, any 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 related Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against such 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 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 Escrow Account” shall be to actions to be taken or previously taken by each Servicer with respect to the Collection Account or the 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.
Each Servicer, other than JPMorgan, shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to:
(i) any relationship that the Servicer, any Sub-Servicer or any Affiliate of the Servicer or any Sub-Servicer may have with the related Mortgagor;
(ii) the ownership of any Certificate by the Servicer or any Affiliate of the Servicer;
(iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or
(iv) the Servicer’s or any Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction.
JPMorgan shall service and administer the JPMorgan Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by JPMorgan in its reasonable judgment) in accordance with the JPMorgan Servicing Standard and the respective Mortgage Loans.
To the extent consistent with the foregoing, the Servicer (a) shall seek the timely and complete recovery of principal and interest on the Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (I) with respect to the Countrywide Mortgage Loans and the JPMorgan Mortgage Loans (i) such waiver is standard and customary in servicing similar Mortgage Loans and (ii) 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, (iii) the collection of such Prepayment Charge would be in violation of applicable laws or (iv) the Servicer has not received information and documentation sufficient to confirm the existence or amount of such Prepayment Charge; or (II) with respect to the HomEq Mortgage Loans, (i) such waiver is standard and customary in servicing similar Mortgage Loans, (ii) such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of HomEq, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (iii) such waiver is required under local, state or federal law, (iv) the mortgage debt has been accelerated as a result of the Mortgagor’s default in making its Monthly Payments, (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, (vi) the Principal Prepayment is related to a Mortgage Loan for which the Relief Act is applicable or (vii) the Principal Prepayment has occurred with respect to a Mortgage Loan for which the related borrower has died. If a Prepayment Charge or any portion thereof is waived as permited by meeting the standard described in clauses (iii) or (iv) above (and additionally, with respect to the HomEq Mortgage Loans, the standards described in clauses (v) through (vii) above), then the Trustee shall make commercially reasonable efforts to attempt to enforce the obligations of the related Originator under the 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 the Trustee makes a good faith determination as evidenced by an officer’s certificate delivered by the Trustee to the Trust Administrator, that such Servicer’s efforts are not reasonably expected to be successful in enforcing such rights, it shall notify the Trust Administrator of such failure and the Trust Administrator, with the cooperation of such Servicer, shall enforce the obligation of the related Originator under the Master Agreement to pay to the related Servicer the amount of such waived Prepayment Charge. 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, Trust Administrator, the Servicer and the Depositor shall consult on further actions to be taken against such Originator. Notwithstanding the foregoing, to the extent that the Trusete and the related Originator are the same entity, the Trust Administrator shall enforce the obligations of
the related Originator under the related Master Agreement pursuant to the terms of this paragraph.
To the extent consistent with the foregoing, the Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards (except, with respect to JPMorgan, the JPMorgan Servicing Standard) 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 (except, with respect to JPMorgan, the JPMorgan Servicing Standard), 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.
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.
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-Subservicing Agreement must provide for the servicing of Mortgage Loans in a manner consistent with the servicing arrangement contemplated hereunder.
As of the Closing Date, JPMorgan has engaged CHF to act as a Sub-Servicer with respect to JPMorgan’s servicing obligations under this Agreement. So long as JPMorgan is not a ranked servicer by S&P, JPMorgan agrees that prior to replacing CHF as a Sub-Servicer, other than with an Affiliate of JPMorgan that is a ranked servicer, it will obtain written confirmation from S&P that such replacement of CHF as Sub-Servicer with respect to JPMorgan’s servicing obligations related to the JPMorgan Mortgage Loans will not cause the current rating on the Certificates to be withdrawn or lowered by S&P and any replacement Sub-Servicer shall sub-service in accordance with the terms of this Agreement, including but not limited to the consideration of whether to waive a Prepayment Charge 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 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 and the Trust Administrator 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 Trustee or the Trust Administrator without fee, in accordance with the terms of this Agreement, in the event that the Servicer shall, for any reason, no longer be the Servicer (including termination due to a Servicer Event of Default).
SECTION 3.04 |
Liability of the Servicer. |
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 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 Trust Administrator. |
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 Trust Administrator or its designee 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 Trust Administrator elects to terminate any Sub-Servicing Agreement in accordance with its terms as provided in Section 3.03. Upon such assumption, the Trust Administrator, its designee or the successor servicer for the Trust Administrator 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 Trust Administrator, 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 or (ii) extend the due dates for Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the 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 modifications that change the Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan (such payment, a “Short Pay-off”) or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor, if in the Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action).
SECTION 3.08 |
Sub-Servicing Accounts. |
In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to establish and maintain one or more accounts (collectively, the “Sub-Servicing Account”). The Sub-Servicing Account shall be an Eligible Account and shall comply with all requirements of this Agreement relating to the Collection Account. The Sub-Servicer shall deposit in the Sub-Servicing Account, in no event more than two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer less its servicing compensation to the extent permitted by the Sub-Servicing Agreement. The Sub-Servicer shall thereafter remit such proceeds to the Servicer for deposit in the Collection Account not later than two Business Days after the deposit of such amounts in the Sub-Servicing Account. For purposes of this Agreement, the Servicer shall be deemed to have received payments on the Mortgage Loans when the Sub-Servicer receives such payments.
SECTION 3.09 |
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. |
The Servicer shall establish and maintain (or cause a Sub-Servicer to establish and maintain) one or more accounts (the “Servicing Accounts”), into which all collections from the Mortgagors (or related advances from Sub-Servicers) for the payment of ground rents, taxes, assessments, fire and hazard insurance premiums, Primary Mortgage Insurance Premiums, water charges, sewer rents and comparable items for the account of the Mortgagors (“Escrow Payments”) shall be deposited and retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Servicer’s receipt thereof, all Escrow Payments collected on account of the Mortgage Loans and shall thereafter deposit such Escrow Payments in the Servicing Accounts, in no event more than one Business Day after the deposit of such funds in the clearing account, for the purpose of effecting the payment of any such items as required under the terms of this Agreement. Each Sub-Servicer shall deposit in the escrow account established under the Sub-Servicing Agreement, in no event more than two Business Days after the Sub-Servicer’s receipt thereof, all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting the payment of any such items as required under the terms of this Agreement. Withdrawals of amounts from a Servicing Account may be made only to (i) effect payment of Escrow Payments; (ii) reimburse the Servicer (or a Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out of related collections for any advances made pursuant to Section 3.01 (with respect to taxes and assessments) and Section 3.14 (with respect to hazard insurance); (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest, if required and as described below, to Mortgagors on balances in the Servicing Account; (v) clear and terminate the Servicing Account at the termination of the Servicer’s obligations and responsibilities in respect of the Mortgage Loans under this Agreement in accordance with Article IX; or (vi) recover amounts deposited in error. As part of its servicing duties, the Servicer or Sub-Servicers shall pay to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law and, to the extent that interest earned on funds in the Servicing Accounts is insufficient, to pay such interest from its or their own funds, without any reimbursement therefor. To the extent that a Mortgage does not provide for Escrow Payments, the Servicer shall determine whether any such payments are made by the Mortgagor in a manner and at a time that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure of a tax lien. The Servicer assumes full responsibility for the payment of all such bills and shall effect payments of all such bills irrespective of the Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such payments.
SECTION 3.10 |
Collection Account and Distribution Account. |
(a) On behalf of the Trust Fund, the 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) on each Mortgage Loan;
(iii) all Insurance Proceeds, Trailing Recoveries and Liquidation Proceeds (other than 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 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 Servicer shall deliver to the Trust Administrator in immediately available funds for deposit in the Distribution Account on or before 4:00 p.m. New York time (i) 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 and (ii) on each Business Day as of the commencement of which the balance on deposit in the Collection Account exceeds $75,000 following any withdrawals pursuant to the next succeeding sentence, the amount of such excess, but only if the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account.” If the balance on deposit in the Collection Account exceeds $75,000 as of the commencement of business on any Business Day and the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account,” the Servicer shall, on or before 4:00 p.m. New York time on such Business Day, withdraw from the Collection Account any and all amounts payable or reimbursable to the Depositor, the Servicer, the Trustee, the Trust Administrator, the Seller or any Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons entitled thereto.
(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. The Servicer shall give notice to the Trustee, the Trust Administrator and the Depositor 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 and Distribution Account. |
(a) 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) 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 Seller, as the case may be, with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to Section 2.03 all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;
(vi) to reimburse the Servicer for any P&I 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 or the Depositor for expenses incurred by or reimbursable to the Servicer or the Depositor, as the case may be, pursuant to Section 6.03;
(viii) to reimburse the Servicer, the Trust Administrator or the Trustee, as the case may be, for expenses reasonably incurred in respect of the breach or defect giving rise to the purchase obligation under Section 2.03 or Section 2.04 of this Agreement that were included in the Purchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the purchase obligation;
(ix) to pay, or to reimburse the Servicer for advances in respect of expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b); and
(x) |
to clear and terminate the Collection Account pursuant to Section 9.01. |
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.
(b) The Trust Administrator shall, from time to time, make withdrawals from the Distribution Account, for any of the following purposes, without priority:
(i) to make distributions to Certificateholders in accordance with Section 4.01;
(ii) to pay to itself any interest income earned on funds deposited in the Distribution Account pursuant to Section 3.12(c);
(iii) to reimburse the Trust Administrator or the Trustee pursuant to Section 7.02;
(iv) |
to pay any amounts in respect of taxes pursuant to 10.01(g)(iii); |
(v) |
to pay any Extraordinary Trust Fund Expenses; |
(vi) to reimburse the Trust Administrator or the Trustee for any P&I Advance made by it under Section 7.01 (if not reimbursed by the Servicer) to the same extent the Servicer would be entitled to reimbursement under Section 3.11(a);
(vii) |
to pay the Credit Risk Manager the Credit Risk Manager Fee; and |
|
(viii) |
to clear and terminate the Distribution Account pursuant to Section 9.01. |
SECTION 3.12 |
Investment of Funds in the Collection Account and the Distribution Account. |
(a) The Servicer may direct any depository institution maintaining the Collection Account (for purposes of this Section 3.12, an “Investment Account”), and the Trust Administrator may at the direction of the Depositor direct any depository institution maintaining the Distribution Account (for purposes of this Section 3.12, also an “Investment Account”), to hold the funds in such Investment Account uninvested or to invest the funds in such Investment Account in one or more Permitted Investments specified in such instruction bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the 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 the Distribution Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trust Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Trust Administrator or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trust Administrator shall:
(x) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon determination by a Responsible Officer of the Trust Administrator that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.
(b) All income and gain realized from the investment of funds deposited in the Collection Account held by or on behalf of the 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) All income and gain realized from the investment of funds deposited in the Distribution Account held by or on behalf of the Trust Administrator, shall be for the benefit of the Trust Administrator and shall be subject to its withdrawal at any time. 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 accounts immediately upon realization of such loss.
(d) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the 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 Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage on the related Mortgaged Property in an amount which is at least equal to the least of (i) the current principal balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis and (iii) the maximum insurable value of the improvements which are a part of such Mortgaged Property, in each case in an amount not less than such amount as is necessary to avoid the application of any coinsurance clause contained in the related hazard insurance policy. The Servicer shall also cause to be maintained fire insurance with extended coverage on each REO Property in an amount which is at least equal to the lesser of (i) the maximum insurable value of the improvements which are a part of such property and (ii) the outstanding principal balance of the related Mortgage Loan at the time it became an REO Property, plus accrued interest at the Mortgage Rate and related Servicing Advances. The 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. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property or REO Property is at any time in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the Servicer will cause to be maintained a flood insurance policy in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program).
In the event that the Servicer shall obtain and maintain a blanket policy with an insurer having a General Policy Rating of A:X or better in Best’s Key Rating Guide (or such other rating that is comparable to such rating) or, in the case of HomEq, is approved as an insurer by Xxxxxx Xxx and Xxxxxxx Mac, 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 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 the Servicer’s 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 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 provide the Trustee and the Trust Administrator (upon the Trustee’s or the Trust Administrator’s reasonable request) with copies of any such insurance policies and fidelity bond. 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 also cause each Sub-Servicer to maintain a policy of insurance covering errors and omissions and a fidelity bond which would meet such requirements.
SECTION 3.15 |
Enforcement of Due-On-Sale Clauses; Assumption Agreements. |
The 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 underwriting criteria of the Servicer. 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, or a new policy meeting the requirements of this Section is obtained. 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 and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the related Custodian (with a copy to the Trustee and the Trust Administrator) 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 whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.
SECTION 3.16 |
Realization Upon Defaulted Mortgage Loans. |
(a) The Servicer shall, consistent with the servicing standard set forth in Section 3.01 (except, with respect to JPMorgan, the JPMorgan Servicing Standard), 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 3.23 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) |
[Reserved]. |
(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 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 to the Trust Administrator; Collection Account Statements. |
Not later than fifteen days after each Distribution Date, the Servicer shall forward to the Trust Administrator and the Trustee, upon the request of the Trust Administrator or the Trustee, a statement prepared by the Servicer setting forth the status of the Collection Account as of the close of business on the last day of the calendar month relating to such Distribution Date and showing, for the period covered by such statement, the aggregate amount of deposits into and withdrawals from the Collection Account of each category of deposit specified in Section 3.10(a) and each category of withdrawal specified in Section 3.11. Such statement may be in the form of the then current Xxxxxx Mae Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program with appropriate additions and changes, and shall also include information as to the aggregate of the outstanding principal balances of all of the Mortgage Loans as of the last day of the calendar month immediately preceding such Distribution Date. Copies of such statement shall be provided by the Trust Administrator to any Certificateholder and to any Person identified to the Trust Administrator as a prospective transferee of a Certificate, upon the request and at the expense of the requesting party, provided such statement is delivered by the Servicer to the Trust Administrator.
SECTION 3.20 |
Statement as to Compliance. |
The Servicer shall deliver to the Trustee, the Trust Administrator, the Depositor and the Rating Agencies on or before March 15 of each year, commencing in 2006, an officer’s certificate, certifying that with respect to the period ending December 31st of the prior year: (i) the Servicer or such Servicing Officer, as applicable, has reviewed the activities of the Servicer during the preceding calendar year or portion thereof and its performance under this Agreement and (ii) to the best of the Servicer’s or such Servicing Officer’s, as applicable, knowledge, based on such review, the Servicer has performed and fulfilled its duties, responsibilities and
obligations under this Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer and the nature and status thereof. Copies of any 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 request at the expense of the requesting party, provided such statement is delivered by the Servicer to the Trust Administrator. In addition to the foregoing, the Servicer will, to the extent reasonable, give any other servicing information required by the Securities and Exchange Commission pursuant to applicable law. The Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Servicer’s obligations under this Section 3.20.
SECTION 3.21 |
Independent Public Accountants’ Servicing Report. |
The Servicer at its expense shall cause a nationally recognized firm of independent certified public accountants to furnish a statement to the Trustee, the Trust Administrator, the Depositor and the Rating Agencies on or before March 15 of each year, commencing in 2006 to the effect that, with respect to the most recently ended calendar year, such firm has examined certain records and documents relating to the Servicer’s performance of its servicing obligations under this Agreement and pooling and servicing and trust agreements in material respects similar to this Agreement and to each other and that, on the basis of such examination conducted substantially in compliance with the audit program for mortgages serviced for Xxxxxxx Mac or the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Servicer’s activities have been conducted in compliance with this Agreement, or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes to be immaterial, (ii) such other exceptions as are set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by Xxxxxxx Mac requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Trust Administrator at the expense of the Servicer. If such report discloses exceptions that are material, the Servicer shall advise the Trust Administrator whether such exceptions have been or are susceptible of cure, and if susceptible of cure will take prompt action to cure. HomEq shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the HomEq’s obligations under this Section 3.21.
SECTION 3.22 |
Access to Certain Documentation. |
The Servicer shall provide to the Office of the Controller of the Currency, the Office of Thrift Supervision, the FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Servicer designated by it. In addition, access to the
documentation regarding the Mortgage Loans required by applicable laws and regulations will be provided to such Certificateholder, the Trustee, the Trust Administrator and to any Person identified to the Servicer as a prospective transferee of a Certificate subject to the execution of a confidentiality agreement in form and substance satisfactory to the servicer, upon reasonable request during normal business hours at the offices of the Servicer designated by it at the expense of the Person requesting such access. 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.
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 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 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. Each Servicer, other than JPMorgan, 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. With respect to JPMorgan, the fees of such Independent Contractor may be reimbursable as a Servicing Advance and, to the extent that any payments made by such Independent Contractor would constitute Servicing Advances if made by JPMorgan, such amounts shall also be reimbursable as Servicing Advances made by JPMorgan.
(d) In addition to the withdrawals permitted under Section 3.23(c), the Servicer may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and P&I Advances made in respect of such REO Property or the related Mortgage Loan. Any income from the related REO Property received during any calendar months prior to a Final Recovery Determination, net of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d), shall be withdrawn by the Servicer from each REO Account maintained by it and remitted to the Trust Administrator for deposit into the Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date relating to a Final Recovery Determination with respect to such Mortgage Loan, for distribution on the related Distribution Date in accordance with Section 4.01.
(e) Subject to the time constraints set forth in Section 3.23(a), and further subject to obtaining the approval of the insurer under any related Primary Mortgage Insurance Policy (if and to the extent that such approvals are necessary to make claims under such policies
in respect of the affected REO Property), each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities for similar properties.
(f) The proceeds from the REO Disposition, net of any amount required by law to be remitted to the Mortgagor under the related Mortgage Loan and net of any payment or reimbursement to the Servicer or any Sub-Servicer as provided above, shall be remitted to the Trust Administrator for deposit in the Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).
(g) The Servicer shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.
SECTION 3.24 |
Obligations of the Servicer in Respect of Prepayment Interest Shortfalls. |
The Servicer shall deliver to the Trust Administrator for deposit into the Distribution Account on or before 4:00 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) Either (i) the Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “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. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, 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 P&I 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 will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and 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 3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I 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 advancing facility agree in writing.
(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) 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 servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
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:
(I) On each Distribution Date, the Group I Interest Remittance Amount shall be distributed to the Certificateholders in the following order of priority:
(i) to the Holders of each Class of Group I Certificates, the Senior Interest Distribution Amounts related to such Certificates; and
(ii) concurrently, to the Holders of each Class of Group II Certificates, on a pro rata basis based on the entitlement of each such Class, the Senior Interest Distribution Amount for each such Class, remaining undistributed after the distribution of the Group II Interest Remittance Amount, as set forth in Section 4.01(a)(1)(II)(i) below.
(II) On each Distribution Date, the Group II Interest Remittance Amount shall be distributed to the Certificateholders in the following order of priority:
(i) concurrently, to the Holders of each Class of Group II Certificates, the Senior Interest Distribution Amount related to such Certificates; and
(ii) to the Holders of the Group I Certificates, the Senior Interest Distribution Amount related to such Certificates, remaining undistributed after the distribution of the Group I Interest Remittance Amount, as set forth in Section 4.01(a)(1)(I)(i) above.
(III) On each Distribution Date, following the distributions made pursuant to Section 4.01(a)(1)(I) and (II) above, any remaining Group I Interest Remittance Amount and Group II Interest Remittance Amount will be distributed sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13 Certificates, in that order, in an amount equal to the Interest Distribution Amount for each such Class.
(2)(I) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Group I Principal Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group I Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and
(ii) to the Holders of the Group II Certificates (allocated among the Classes of Group II Certificates in the priority described in Section 4.01(a)(4) below), after taking into account the distribution of the Group II Principal Distribution Amount, as described in Section 4.01(a)(2)(II)(i) below, until the Certificate Principal Balances of such Classes have been reduced to zero.
(II) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the Group II Principal Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group II Certificates (allocated among the Classes of Group II Certificates in the priority described in Section 4.01(a)(4) below), until the Certificate Principal Balances of such Classes have been reduced to zero; and
(ii) to the Holders of the Group I Certificates, after taking into account the distribution of the Group I Principal Distribution Amount, as described in Section 4.01(a)(2)(I)(i) above, until the Certificate Principal Balance of such Class has been reduced to zero.
(III) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, the sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date shall be distributed sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13 Certificates, in that order, in each case, until the Certificate Principal Balance of such Class has been reduced to zero.
(IV) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Group I Principal Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group I Certificates, the Group I Senior Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; and
(ii) to the Holders of the Group II Certificates (allocated among the Classes of Group II Certificates in the priority described in Section 4.01(a)(4) below), after taking into account the distribution of the Group II Principal Distribution Amount, as described in Section 4.01(a)(2)(V)(i) below, up to an amount equal to the Group II Senior Principal
Distribution Amount remaining undistributed, until the Certificate Principal Balances of such Classes have been reduced to zero.
(V) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Group II Principal Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group II Certificates (allocated among the Classes of Group II Certificates in the priority described in Section 4.01(a)(4) below), the Group II Senior Principal Distribution Amount, until the Certificate Principal Balances of such Classes have been reduced to zero; and
(ii) to the Holders of the Group I Certificates, after taking into account the distribution of the Group I Principal Distribution Amount, as described in Section 4.01(a)(2)(IV)(i) above, up to an amount equal to the Group I Senior Principal Distribution Amount remaining undistributed, until the Certificate Principal Balance of such Class has been reduced to zero.
(VI) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date shall be distributed in the following order of priority:
(i) to the Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(ii) to the Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(iii) to the Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(iv) to the Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(v) to the Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(vi) to the Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(vii) to the Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(viii) to the Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(ix) to the Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(x) to the Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(xi) to the Holders of the Class M-11 Certificates, the Class M-11 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(xii) to the Holders of the Class M-12 Certificates, the Class M-12 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and
(xiii) to the Holders of the Class M-13 Certificates, the Class M-13 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero.
(3) On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed by the Trust Administrator as follows:
(i) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, as part of the Principal Distribution Amount in an amount equal to the Overcollateralization Increase Amount for the Certificates, distributable as part of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount;
(ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13 Certificates in that order, in each case, in an amount equal to the Interest Carry Forward Amount allocable to such Class of Certificates;
(iii) sequentially to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13 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, the amount by which any Net WAC Rate Carryover Amounts for the Floating Rate Certificates for such Distribution Date exceed amounts received under the Cap Contracts for such Distribution Date;
(v) to cover any Prepayment Interest Shortfalls on the HomEq Mortgage Loans that were subject to a voluntary Principal Prepayment in full between the Cut-off Date through and including the Closing Date;
(vi) to the Holders of the Class CE Certificates, (a) the Interest Distribution Amount and any Overcollateralization Reduction Amount for such Distribution Date and (b) on any Distribution Date on which the aggregate Certificate Principal Balance of the Floating Rate Certificates 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) With respect to the Group II Certificates, all principal distributions will be distributed concurrently to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates on a pro rata basis based on the Certificate Principal Balance of each such Class, with the exception that on any Distribution Date on which the aggregate Certificate Principal Balance of the Mezzanine Certificates and the Class CE Certificates has been reduced to zero, principal distributions will be allocated sequentially, to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until their respective Certificate Principal Balances have been reduced to zero.
(5) On each Distribution Date, after making the distributions of the Available Distribution Amount as set forth above, the Trust Administrator will withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover Amount for such Distribution Date and distribute such amount in the following order of priority:
(A) to the Group I Certificates, any remaining Net WAC Rate Carryover Amount for such Class but only to the extent of amounts paid under the Group I Cap Contract;
(B) concurrently, to the Group II Certificates on a pro rata basis based on the Certificate Principal Balance for each such Class prior to any distributions of principal on such Distribution Date and then on a pro rata basis based on any remaining related Net
WAC Rate Carryover Amount for each such Class, but only to the extent of amounts paid under the Group II Cap Contract;
(C) concurrently, to the Mezzanine Certificates, on a pro rata basis based on the Certificate Principal Balance for each such Class prior to any distributions of principal on such Distribution Date and then on a pro rata basis based on any remaining Net WAC Rate Carryover Amount for each such Class, but only to the extent of amounts paid under the Mezzanine Cap Contract; and
(D) to the Class A Certificates and Mezzanine Certificates, any related unpaid Net WAC Rate Carryover Amount (after taking into account distributions pursuant to (A), (B) and (C) above), distributed in the following order of priority:
(i) concurrently, to the Class A Certificates, on a pro rata basis based on the Certificate Principal Balance for each such Class prior to any distributions of principal on such Distribution Date and then on a pro rata basis based on any remaining Net WAC Rate Carryover Amount for each such Class; and
(ii) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13 Certificates, in that order, the related Net WAC Rate Carryover Amount remaining undistributed pursuant to clause (C) above.
(6) 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:
(viii) to Holders of REMIC Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular Interest I-LTM13, REMIC I Regular Interest I-LTZZ REMIC I Regular Interest I-LTP and REMIC I Regular Interest I-LTX, 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-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and REMIC I Regular Interest I-LTM13, 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;
(ix) to Holders of REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC I Regular Interest I-LTXX, pro rata, in an amount equal to (A) the Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;
(x) to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the REMIC I Marker Allocation Percentage of the Available Distribution Amount for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:
(a) 98.00% of such remainder (less the amount payable in clause (v) below) to the Holders of REMIC 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 (less the amount payable in clause (v) below) first, to the Holders of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and REMIC I Regular Interest I-LTM13, 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; then
(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; and
(d) to the Holders of REMIC I Regular Interest I-LTX upon termination of the Trust pursuant to Article IX hereof; and
(xi) to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the REMIC I Sub WAC Allocation Percentage of Available Funds for such Distribution Date after the distributions made pursuant to clause (ii) above, and such that distributions of principal shall be deemed to be made to the REMIC I Regular Interests first, so as to keep the Uncertificated Balance of each REMIC I Regular Interest ending with the designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “SUB,” so that the Uncertificated Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of the Class A Certificate in the related Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I Regular Interest I-LTXX.
(xii) 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 related Servicer or any Sub-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. Payments in respect of each Class of Certificates on each Distribution Date will be made to the Holders of the respective Class of record on the related Record Date (except as otherwise provided in Section 4.01(e) or Section 9.01 respecting the final distribution on such Class), based on the aggregate Percentage Interest represented by their respective Certificates, and shall be made by wire transfer of immediately available funds to the account of any such Holder at a bank or other entity having appropriate facilities therefor, if such Holder shall have so notified the Trust Administrator in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date and with respect to any Class of Certificates other than the Residual Certificates is the registered owner of Certificates having an initial aggregate Certificate Principal Balance that is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal Balance of such Class of Certificates, or otherwise by check mailed by first class mail to the address of such Holder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office of the Trust Administrator or such other location specified in the notice to Certificateholders of such final distribution.
Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Trust Administrator, the Depositor or the Servicers shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.
(d) The rights of the Certificateholders to receive distributions in respect of the Certificates, and all interests of the Certificateholders in such distributions, shall be as set forth in this Agreement. None of the Holders of any Class of Certificates, the Depositor, the Trustee, the Trust Administrator or the Servicers 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).
(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, 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 servicing compensation received by each Servicer during the related Due Period and such other customary information as the Trust Administrator deems necessary or desirable, or which a Certificateholder reasonably requests, to enable Certificateholders to prepare their tax returns;
(iv) |
the aggregate amount of P&I Advances for such Distribution Date; |
(v) the aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties at the close of business on 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) with respect to any Mortgage Loan that became an REO Property during the preceding calendar month, the loan number of such Mortgage Loan, the unpaid principal balance and the Stated Principal Balance of such Mortgage Loan as of the date it became an REO Property;
(ix) the book value and 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 related Servicer pursuant to Section 3.24;
(xvii) the aggregate amount of Relief Act Interest Shortfalls for such Distribution Date;
(xviii) |
[reserved]; |
(xix) with respect to any Mortgage Loan as to which foreclosure proceedings have been concluded, the loan number and unpaid principal balance of such Mortgage Loan as of the date of such conclusion of foreclosure proceedings;
(xx) 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;
(xxi) any Allocated Realized Loss Amount with respect to each Class of Certificates for such Distribution Date;
(xxii) 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; and
(xxiii) 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.
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.
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 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 Trust Administrator receives timely reports as required from each Servicer.
On each Distribution Date, the Trust Administrator shall provide Bloomberg Financial Markets, L.P. (“Bloomberg”) on its website (1) CUSIP level factors for each class of Certificates as of such Distribution Date and (2) the number and aggregate unpaid principal balance of Mortgage Loans that are (a) delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in each case, as of the last day of the preceding calendar month, (d) as to which foreclosure proceedings have been commenced and (e) with respect to which the related Mortgagor has filed for protection under applicable bankruptcy laws, with respect to whom bankruptcy proceedings are pending or with respect to whom bankruptcy protection is in force, in each case using a format and media mutually acceptable to the Trust Administrator and Bloomberg.
SECTION 4.03 |
Remittance Reports; P&I Advances. |
(a) By the second Business Day following each Determination Date, each Servicer shall deliver to the Trust Administrator by telecopy (or by such other means as the related Servicer, the Trust Administrator and the Trustee may agree from time to time) a Remittance Report with respect to the related Distribution Date. Such Remittance Report will include (i) the amount of P&I Advances to be made by the related Servicer in respect of the related Distribution Date, the aggregate amount of P&I Advances outstanding after giving effect to such P&I Advances, and the aggregate amount of nonrecoverable P&I Advances in respect of such Distribution Date and (ii) such other information with respect to the Mortgage Loans as the Trust Administrator may reasonably require to perform the calculations necessary for the Trust
Administrator to make the distributions contemplated by Section 4.01 and for the Trust Administrator to prepare the statements to Certificateholders contemplated by Section 4.02. The Each Servicer shall make a good faith effort to deliver any such additional information to the Trust Administrator within two Business Days of any such request, provided that in no event shall any Servicer be required to provide any such additional information to the Trust Administrator to the extent the Trust Administrator makes such request prior to second Business Day following the Determination Date. Neither the Trustee nor the Trust Administrator shall be responsible to recompute, recalculate or verify any information provided to it by the related Servicer.
(b) The amount of P&I Advances to be made by each Servicer for any Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the aggregate amount of Monthly Payments (with each interest portion thereof net of the related Servicing Fee), due on the related Due Date in respect of the Mortgage Loans, which Monthly Payments were delinquent as of the close of business on the related Determination Date; provided however, that with respect to any Balloon Mortgage Loan that is delinquent on its maturity date, the related Servicer will not be required to advance the related Balloon Payment but will be required to continue to make Advances in accordance with this Section 4.03(b) with respect to such Balloon Mortgage Loan in an amount equal to an assumed scheduled interest that would otherwise be due based on the original amortization schedule for that Balloon Mortgage Loan (with each interest portion thereof net of the related Servicing Fee) and (ii) with respect to each REO Property, which REO Property was acquired during or prior to the related Prepayment Period and as to which such REO Property an REO Disposition did not occur during the related Prepayment Period, an amount equal to the Monthly Payments (with each interest portion thereof net of the related Servicing Fee) that would have been due on the related Due Date in respect of the related Mortgage Loans.
On or before 4:00 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 and REO Properties for the related Distribution Date either (i) from its own funds or, if received from a Sub-Servicer, from funds remitted by a Sub-Servicer in payment of required P&I Advances or (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case, it will cause to be made an appropriate entry in the records of Collection Account that amounts held for future distribution have been, as permitted by this Section 4.03, used by the 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 and REO Properties. Any amounts held for future distribution and so used 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 Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date if such amounts held for future distributions had not been so used to make P&I Advances. The Trust Administrator will provide notice to the related Servicer by telecopy by the
close of business on any Servicer Remittance Date in the event that the amount remitted by the related Servicer to the Trust Administrator on such Servicer Remittance Date is less than the P&I Advances required to be made by the related 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 REMIC I 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 any Servicer if such P&I Advance or Servicing Advance would, if made, constitute a Nonrecoverable Advance. The determination by any Servicer that it has made a Nonrecoverable Advance or that any proposed P&I Advance or Servicing Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officers’ Certificate of the related Servicer delivered to the Depositor, the Trust Administrator, the Credit Risk Manager and the Trustee.
(e) If the related Servicer shall fail to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to this Section 4.03, then the Trust Administrator as successor servicer, by not later than 1:00 p.m. on the related Distribution Date, shall make such P&I advance from its own funds by depositing the amount of such advance into the Distribution Account, and the Trust Administrator shall include the amount so advanced by the Trust Administrator in the Available Distribution Amount distributed on such Distribution Date.
SECTION 4.04 |
Allocation of Extraordinary Trust Fund Expenses and Realized Losses. |
(a) Prior to each Distribution Date, the related Servicer shall determine as to each Mortgage Loan and REO Property: (i) the total amount of Realized Losses, if any, incurred in connection with any Final Recovery Determinations made during the related Prepayment Period; (ii) whether and the extent to which such Realized Losses constituted Bankruptcy Losses; and (iii) the respective portions of such Realized Losses allocable to interest and allocable to principal. Prior to each Distribution Date, the related Servicer shall also determine as to each Mortgage Loan: (A) the total amount of Realized Losses, if any, incurred in connection with any Deficient Valuations made during the related Prepayment Period; and (B) the total amount of Realized Losses, if any, incurred in connection with Debt Service Reductions in respect of Monthly Payments due during the related Due Period. The information described in the two preceding sentences that is to be supplied by the related Servicer shall be either included in the related Remittance Report 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-13 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, fourth, to the Class M-12 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, fifth, to the Class M-11 Certificates until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourteenth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero and fifteenth, 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, the Class P Certificates or the Class X Certificates.
(c) The REMIC I Marker Allocation Percentage of all Realized Losses on the Mortgage Loans shall be allocated by the Trust Administrator on each Distribution Date to the following REMIC I Regular Interests in the specified percentages, as follows: first, to Uncertificated Interest payable to the REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated Balances of the REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM13 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM13 has been reduced to zero; fourth,
to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM12 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM12 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM11 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM11 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM10 has been reduced to zero; seventh, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM9 has been reduced to zero; eighth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM8 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM8 has been reduced to zero; ninth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM7 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM7 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM6 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM6 has been reduced to zero; eleventh, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM5 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM5 has been reduced to zero; twelfth, 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; thirteenth, 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; fourteenth, 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 fifteenth, 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.
The REMIC I Sub WAC Allocation Percentage of all Realized Losses shall be applied after all distributions have been made on each Distribution Date first, so as to keep the Uncertificated Balance of each REMIC I Regular Interest ending with the designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “SUB,” so that the Uncertificated Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of the Class A Certificate in the related Loan Group (except that if any such excess is a larger number than in the preceding distribution
period, the least amount of Realized Losses shall be applied to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses shall be allocated to REMIC I Regular Interest I-LTXX.
SECTION 4.05 |
Compliance with Withholding Requirements. |
Notwithstanding any other provision of this Agreement, the Trust Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Trust Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trust Administrator does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trust Administrator shall indicate the amount withheld to such Certificateholders.
SECTION 4.06 |
Net WAC Rate Carryover Reserve Account. |
(a) No later than the Closing Date, the Trust Administrator shall establish and maintain a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Citibank, N.A., as Trust Administrator, in trust for the registered holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through Certificates, Series 2005-HE3.”
(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 the amount by which any Net WAC Rate Carryover Amounts for such Distribution Date exceed the amounts received by the Trust Administrator under the Cap Contracts, rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and shall distribute the aggregate Net WAC Rate Carryover Amount, if any, for such Distribution Date from the Net WAC Rate Carryover Reserve Account to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(g).
On each Distribution Date, after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Cap Contracts), shall be payable to the Trust Administrator as additional compensation to it, subject to the immediately following paragraph.
(c) For federal and state income tax purposes, the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account and all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC II to the Holder of the Class CE Interest and by REMIC III to the Holder of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account shall be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Net WAC Rate Carryover Reserve Account shall be
part of the Trust Fund but not part of any Trust REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE 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 right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be assigned a value of 47,000 (with respect to the Group I Certificates), 77,000 (with respect to the Group II Certificates) and 226,000 (with respect to the Mezzanine Certificates).
SECTION 4.07 |
Commission Reporting. |
(a) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Within 15 days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“XXXXX”), a Form 8-K with a copy of the statement to be furnished to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2006, the Trust Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31st of each year thereafter, the Depositor shall sign and the Trust Administrator, in its capacity as trust administrator hereunder, shall file a Form 10-K, in substance conforming to industry standards, with respect to the Trust. Such Form 10-K shall include the certification in the form attached hereto as Exhibit H-1 (the “Certification”), the annual independent accountant’s servicing report and annual statement of compliance to be delivered by each Servicer pursuant to Sections 3.20 and 3.21. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute the Forms 8-K and to file the Forms 8-K and the Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the Depositor, and not the Trust Administrator, shall be responsible for executing each Form 10-K filed on behalf of the Trust. The Depositor agrees to promptly furnish to the Trust Administrator and each Servicer, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement or the Mortgage Loans as the Trust Administrator or the related Servicer reasonably deems appropriate to prepare and file all necessary reports with the Commission. None of the Trust Administrator or the Servicers shall
have any responsibility to file any items other than those specified in this Section 4.07; provided, however, the Trust Administrator and the related Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(b) In addition, (x) the Trust Administrator shall sign a certification (in the form attached hereto as Exhibit H-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the “Trust Administrator Certification”); provided, however, that the Trust Administrator shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K, and (y) each Servicer shall sign a certification (in the related form attached hereto as Exhibit H-3) for the benefit of the Depositor, the Trust Administrator and their officers, directors and Affiliates regarding certain aspects of the Certification (the “Servicer Certification”). The Servicer Certification shall be delivered to the Depositor and the Trust Administrator no later than March 15th or if such day is not a Business Day, the preceding Business Day, each year (subject to Section 4.07(a)).
(c) In addition, (A) the Trust Administrator shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of third party claims based upon a breach of the Trust Administrator’s obligations under this Section 4.07 or any material misstatement or omission contained in the Trust Administrator Certification, and (B) each Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and their 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 arising out of third party claims based upon a breach of such Servicer’s obligations under this Section 4.07, any material misstatement or omission contained in the related Servicer’s Certification or any information correctly derived by the Trust Administrator and included in a Form 8-K or Form 10-K from information provided to the Trust Administrator by the related Servicer under this Agreement. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trust Administrator agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other and (ii) each Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the related Servicer on the other.
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-6. 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 and the Trust Administrator and any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depository. If the 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 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, 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 $100,000, except that any beneficial ownership that was represented by a Book-Entry Certificate in an amount less than $100,000 immediately prior to the issuance of a Definitive Certificate shall be issued in a minimum denomination equal to the amount represented by such Book-Entry Certificate. None of the Depositor, the Servicers, the Trust Administrator nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
SECTION 5.02 |
Registration of Transfer and Exchange of Certificates. |
(a) The Trust Administrator shall cause to be kept at one of the offices or agencies to be appointed by the Trust Administrator in accordance with the provisions of Section 8.12 a Certificate Register for the Certificates in which, subject to such reasonable regulations as
it may prescribe, the Trust Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.
(b) No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of a Private Certificate is to be made without registration or qualification (other than in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor or, in the case of the Residual Certificates, the first transfer by an Affiliate of the Depositor, (ii) the transfer of any such Class CE, Class P or Residual Certificate to the issuer under the Indenture or the indenture trustee or indenture trustee administrator under the Indenture or (iii) a transfer of any such Class CE, Class P or Residual Certificate from the issuer under the Indenture or the indenture trustee or indenture trustee administrator under the Indenture to the Depositor or an Affiliate of the Depositor), the Trustee 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 Trust Administrator, any of 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 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 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 Private Certificate that is a Book-Entry Certificate, except with respect to the initial transfer of any such Ownership Interest by the Depositor, such transfer shall be required to be made in reliance upon Rule 144A under the 1933 Act, and the transferee will be deemed to have made each of the transferee representations and warranties set forth Exhibit F-1 hereto in respect of such interest as if it was evidenced by a Definitive Certificate. The Certificate Owner of any such Ownership Interest in any such Book-Entry Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee 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 Private 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 (“Plan Assets”), as certified by such transferee in the form of Exhibit G, unless, (i) in the case of a Class CE Certificate, a Class P Certificate or Residual Certificate, the Trust Administrator is provided with an Opinion of Counsel on which the Trust Administrator, 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 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 Trustee, the Trust Administrator or the Trust Fund or (ii) in the case of a Class M-11 Certificate, Class M-12 Certificate or Class M-13 Certificate, (1) such Person 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 Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. 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 (other than a Class M-11 Certificate, Class M-12 Certificate or Class M-13 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) it has acquired and is holding such Mezzanine Certificate in reliance on 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 Private Certificate or Mezzanine Certificate or any interest therein is acquired or held in violation of the provisions of the preceding two paragraphs, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding two paragraphs shall indemnify and hold harmless the Depositor, the Servicers, the Trustee, 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, upon notice from the Trust Administrator, 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 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 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 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 the related 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 the related 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 AND THE SERVICERS
SECTION 6.01 |
Liability of the Depositor and the Servicers. |
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. 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 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, the each Servicer will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and its qualification as an approved conventional seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. The Depositor and each Servicer each will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.
The Depositor or any of 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 or the related Servicer shall be a party, or any Person succeeding to the business of the Depositor or the related Servicer, shall be the successor of the Depositor or the related Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the related Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac; and provided further that the Rating Agencies’ ratings of the Class A Certificates and the Mezzanine Certificates in effect immediately prior to such merger or consolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies).
SECTION 6.03 |
Limitation on Liability of the Depositor, the Servicers and Others. |
None of the Depositor, the Servicers (and any Sub-Servicer) or any of the directors, officers, employees or agents of the Depositor 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 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 any 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 Servicers (and any Sub-Servicer) and any director, officer, employee or agent of the Depositor 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 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 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 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 or any Servicer (and any Sub-Servicer) acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights (which consent shall not be necessary in the case of litigation or other legal action by either to enforce their respective rights or defend themselves hereunder or the related Sub-Servicing Agreement, as applicable), the legal expenses and costs of such action and any liability resulting therefrom (except any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or the related Sub-Servicing Agreement, as applicable) shall be expenses, costs and liabilities of the Trust Fund, and the Depositor (subject to the limitations set forth above) and the related Servicer (and any Sub-Servicer) shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11 or from the corresponding custodial account established under the related Sub-Servicing Agreement, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account.
SECTION 6.04 |
Limitation on Resignation of the Servicers. |
No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of the Trustee and the Trust Administrator, which consent may not be unreasonably withheld, with written confirmation from the Rating Agencies (which confirmation shall be furnished to the Depositor, the Trustee and the Trust Administrator) that such resignation will not cause the Rating Agencies to reduce the then current rating of the Class A Certificates and provided that a qualified successor has agreed to assume the duties and obligations of the 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 such Servicer and delivered to the Trustee and the Trust Administrator. No resignation of the related Servicer shall become effective until the Trust Administrator or the Trustee, as applicable, in accordance with Section 7.02 hereof, or a successor servicer shall have assumed such 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, no Servicer shall 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 such Servicer pursuant hereto shall thereafter be payable to such successor servicer.
SECTION 6.05 |
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 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 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 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 Trustee, the Trust Administrator or the Trust Fund, and in either case, the Depositor, the Trustee or the Trust Administrator, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Servicers under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Servicers under this Agreement or exercise the rights of any of the Servicers under this Agreement; provided that no Servicer shall be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Servicers and is not obligated to supervise the performance of the Servicers under this Agreement or otherwise.
SECTION 6.06 |
Duties of the Credit Risk Manager. |
For and on behalf of the Trust, the Credit Risk Manager will provide reports and recommendations concerning certain delinquent and defaulted 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 related 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 each Servicer, the Trustee, the Trust Administrator and each Rating Agency. Notwithstanding the foregoing, the termination of the Credit Risk Manager pursuant to this Section shall not become effective until the appointment of a successor Credit Risk Manager.
SECTION 6.07 |
Limitation Upon Liability of the Credit Risk Manager. |
Neither the Credit Risk Manager, nor any of its directors, officers, employees, or agents shall be under any liability to the Trustee, the Certificateholders, the Trust Administrator or the Depositor for any action taken or for refraining from the taking of any action made in good faith pursuant to this Agreement, in reliance upon information provided by each 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 each Servicer pursuant to the applicable Credit Risk Management Agreement in the performance of its duties thereunder and hereunder.
SECTION 6.08 |
Removal of the Credit Risk Manager. |
The Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders holding not less than 66 2/3% of the Voting Rights 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. |
With respect to each Servicer, individually, if any one of the following events (“Servicer Event of Default”) shall occur and be continuing:
(i) any failure by the Servicer to remit to the Trust Administrator for distribution to the Certificateholders any payment (other than a P&I Advance required to be made from its own funds on any Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, the Trust Administrator or the Trustee (in which case notice shall be provided by telecopy), or to the Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights; or
(ii) any failure on the part of the Servicer duly to observe or perform in any material respect any of the covenants or agreements on the part of the Servicer contained in the Certificates or in this Agreement which continues unremedied for a period of 30
days (except, with respect to Countrywide’s and JPMorgan’s obligations under Section 3.21, a period of 10 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 of the Servicer; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the 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; or
(vi) any failure of the Servicer to make, or of the Trust Administrator to make on behalf of the Servicer, any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continued unremedied for a period of one Business Day after the date upon which written notice of such failure (which notice the Trust Administrator must provide by 3:00 p.m. New York time on the Business Day following the Servicer Remittance Date), requiring the same to be remedied, shall have been given to related Servicer by the Trust Administrator.
If a Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, then, and in each and every such case, so long as such Servicer Event of Default shall not have been remedied, the Depositor or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shall, by notice in writing to the related 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 related 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 (vi) hereof shall occur and shall not have been remedied during the applicable time period set forth in clause (vi) above, the Trust Administrator shall, by notice in writing to the related Servicer and the Depositor, terminate all
of the rights and obligations of the related 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 related Servicer of such written notice, all authority and power of such 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 Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the related 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. Each 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 Trust Administrator with all documents and records requested by it to enable it to assume such Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of such Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within one Business Day to the Trust Administrator for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the Collection Account held by or on behalf of such Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by such Servicer (provided, however, that the related 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.
SECTION 7.02 |
Trust Administrator or Trustee to Act; Appointment of Successor. |
(a) On and after the time any Servicer receives a notice of termination, the Trust Administrator (and in the event the Trust Administrator fails in its obligation, the Trustee) shall be the successor in all respects to such Servicer in its capacity as Servicer under this Agreement, such Servicer shall not have the right to withdraw any funds from the Collection Account without the consent of the Trust Administrator 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 such Servicer (except for any representations or warranties of such 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, such Servicer’s obligations to make P&I Advances pursuant to Section 4.03; provided, however,
that if the Trust Administrator or the Trustee, as applicable, is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trust Administrator 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 such Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trust Administrator or the Trustee, as applicable, as successor to such Servicer hereunder. As compensation therefor, the Trust Administrator or the Trustee, as applicable, shall be entitled to the Servicing Fees and all funds relating to the Mortgage Loans to which the related Servicer would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to such Servicer prior to its termination or resignation). Notwithstanding the above, the Trust Administrator 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 Trust Administrator 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 related Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such 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 such Servicer’s responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Trust Administrator 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 related Servicer as such hereunder. The Depositor, the Trust Administrator, 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 related Servicer under this Agreement, the Trust Administrator or the Trustee, as applicable, shall act in such capacity as hereinabove provided.
(b) In connection with the termination or resignation of any Servicer hereunder, either (i) the successor servicer, including the Trust Administrator or the Trustee, as applicable, if the Trust Administrator 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 Trust Administrator 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 |
Notification to Certificateholders. |
(a) Upon any termination of a Servicer pursuant to Section 7.01 above or any appointment of a successor to a Servicer pursuant to Section 7.02 above, the 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 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 shall have been cured or waived.
SECTION 7.04 |
Waiver of Servicer Events of Default. |
Subject to Section 11.09(d), the Holders representing at least 66% of the Voting Rights evidenced by all Classes of Certificates affected by any default or Servicer Event of Default hereunder may waive such default or Servicer Event of Default; provided, however, that a default or 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, such default or 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 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. |
Each of the Trustee and the Trust Administrator, prior to the occurrence of a Servicer Event of Default and after the curing of all 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. During a Servicer Event of Default, each of the Trustee and the Trust Administrator 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 or the Trust Administrator 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, and after the curing of all such Servicer Events of Default which may have occurred, the duties and obligations of each of the Trustee and the Trust Administrator shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Trust Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as the case may be, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or the Trust Administrator, as the case may be, 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 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 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 Servicers 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, any 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 Trust Administrator or the Trustee of the obligation, upon the occurrence of a 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 hereunder, and after the curing of all Servicer Events of Default which may have occurred, neither the Trustee nor the Trust Administrator shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Trust Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Trust Administrator, as applicable, not reasonably assured to the Trustee or the Trust Administrator, as applicable, by such Certificateholders, the Trustee or the Trust Administrator, as applicable, may require indemnity satisfactory to it against such cost, expense, or liability from such Certificateholders as a condition to taking any such action;
(vi) Each of the Trustee and the Trust Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and neither the Trustee nor the Trust Administrator shall be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care;
(vii) Neither the Trustee nor the Trust Administrator shall be personally liable for any loss resulting from the investment of funds held in the Collection Account at the direction of the Servicer pursuant to Section 3.12; and
(viii) Any request or direction of the Depositor, the 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 or the Servicers in respect of the Mortgage Loans or deposited in or withdrawn from the Collection Account by the related 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 withdraw from the Distribution Account on each Distribution Date and pay to itself any income and gain realized from the investment of funds deposited in the Distribution Account. 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 obligations in connection with this Agreement for which each Servicer shall indemnify the Trustee and the Trust Administrator pursuant to Section 8.05(b) and Section 10.03 (and in the case of the Trustee, resulting from any breach of the Trust Administrator’s obligations in connection with this Agreement for which the Trust Administrator shall indemnify the Trustee pursuant to Section 10.03(a) and in the case of the Trust Administrator, resulting from any breach of the Trustee’s obligations in connection with this Agreement for which the Trustee shall indemnify the Trust Administrator pursuant to Section 10.03(c)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder (or, in the case of a Custodian, under the applicable Custodial Agreement) or as a result of a breach of the Trustee’s or the Trust Administrator’s obligations under Article X hereof (or, in the case of a Custodian, as a result of a breach of such Custodian’s obligations under the related Custodial Agreement). Any amounts payable to the Trustee, the Trust Administrator, 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.
(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 related 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 any Servicer to the Trustee, the Trust Administrator or such Custodian shall be from the related 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 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 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 at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor (or in the case of the Trust Administrator, the Trustee) may remove the Trustee or the Trust Administrator, as applicable, and appoint a successor trustee or trust administrator (which may be the same Person in the event 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 and 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.
SECTION 8.08 |
Successor Trustee or Trust Administrator. |
Any successor trustee or trust administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Trustee or the Trust Administrator, as applicable, and to its predecessor trustee or trust administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or trust administrator shall become effective and such successor trustee or trust administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or trust administrator herein. The predecessor trustee or trust administrator shall deliver to the successor trustee or trust administrator all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder and the Depositor and the predecessor trustee or trust administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee or trust administrator all such rights, powers, duties and obligations.
No successor trustee or trust administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or trust administrator shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee or trust administrator shall not result in a downgrading of any Class of Certificates by the Rating Agencies, as evidenced by a letter from the Rating Agencies.
Upon acceptance of appointment by a successor trustee or trust administrator as provided in this Section, the Depositor shall mail notice of the succession of such trustee or trust administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee or trust administrator, the successor trustee or trust administrator shall cause such notice to be mailed at the expense of the Depositor.
SECTION 8.09 |
Merger or Consolidation of Trustee or Trust Administrator. |
Any corporation or association into which either the Trustee or the Trust Administrator may be merged or converted or with which it may be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which the Trustee or the Trust Administrator, as the case may be, shall be a party, or any corporation or association succeeding to the business of the Trustee or the Trust Administrator, as applicable, shall be the successor of the Trustee or the Trust Administrator, as the case may be, hereunder, provided such corporation or association shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
SECTION 8.10 |
Appointment of Co-Trustee or Separate Trustee. |
Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of REMIC I 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 the Servicers 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 the related 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 New York where the Certificates may be surrendered for registration of transfer or exchange, and presented for final distribution, and where notices and demands to or upon the 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 each Servicer, the Depositor and 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 pr 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 Servicers, the Trustee and the Trust Administrator with respect to the Mortgage Loans (other than the obligations of the Servicers 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) 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 (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 related Servicer and the Trust Administrator) and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the related Servicer, with the consent of the Trust Administrator as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to the related Certificateholders pursuant to Section 9.01(c)), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances allocable to such Mortgage Loans and REO Properties (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture.
(b) The majority Holder of the Class X Certificates or if such majority Holder fails to exercise such right, any 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.
(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. 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 Trust Administrator 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 related Servicer;
(ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trust Administrator 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 related Servicer), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of REMIC I pursuant to this Section 9.02.
(c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for REMIC I which authorization shall be binding upon all successor Certificateholders.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 |
REMIC Administration. |
(a) The Trust Administrator shall elect to treat each REMIC created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made by the Trust Administrator on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, 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 Class CE Interest, the Class P Interest and the Class X Certificates 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 Servicers, the Trustee and the Trust Administrator shall take such action and shall cause any Trust REMIC to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee and the Trust Administrator (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any Trust REMIC, endanger such status or result in the imposition of such a tax, nor shall 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. In addition, prior to taking any action with respect to any Trust REMIC or its assets, or causing any Trust REMIC to take any action, which is not contemplated under the terms of this Agreement, the related Servicer will consult with the Trustee and the Trust Administrator or their designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any Trust REMIC, and the related Servicer shall not take any such action or cause any Trust REMIC to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator. At all times as may be required by the Code, the Trust Administrator, the Trustee or Servicers will ensure that substantially all of the assets of any Trust REMIC will consist of “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on “prohibited transactions” of the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on any contributions to the REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article X, (ii) to the Trustee pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article X, (iii) to any 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 (iv) 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 Trustee and the Trust Administrator shall not accept any contributions of assets to any Trust REMIC other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject the REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.
(k) None of the Trustee, the Trust Administrator or the 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 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 |
Servicers, Trustee and Trust Administrator Indemnification. |
(a) The Trust Administrator agrees to indemnify the Trust Fund, the Depositor, 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 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 Trust Administrator and the Trustee for any taxes and costs including, without limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor, the Trust Administrator or the Trustee, as a result of a breach of the related Servicer’s covenants set forth in Article III or this Article X.
(c) The Trustee agrees to indemnify the Trust Fund, the Depositor, 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 Trust Administrator or the Servicers, as a result of a breach of the Trustee’s covenants set forth in this Article X.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 |
Amendment. |
This Agreement may be amended from time to time by the Depositor, 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 Trustee and the Trust Administrator, adversely affect in any material respect the interests of any Certificateholder or (b) written notice to the Depositor, 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 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 Trustee and Trust Administrator or (ii) written notice to the Depositor, 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 or any Servicer or any Affiliate thereof shall be entitled to Voting Rights with respect to matters affecting such Certificates.
Notwithstanding any contrary provision of this Agreement, neither the Trustee nor the Trust Administrator shall consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel to the effect that such amendment will not result in the
imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.
Prior to executing any amendment pursuant to this Section, the 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 related Servicer at the expense of the Certificateholders, but only upon direction of Certificateholders accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
SECTION 11.03 |
Limitation on Rights of Certificateholders. |
The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee and Trust Administrator a written notice of default and of the continuance thereof, as hereinbefore provided, and (ii) the Holders of Certificates entitled to at least 25% of the Voting Rights shall have made written request upon the Trustee and the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator, as applicable, such indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 15 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder, the Trustee and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.
SECTION 11.04 |
Governing Law. |
This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
SECTION 11.05 |
Notices. |
All directions, demands and notices hereunder shall be sent (i) via facsimile (with confirmation of receipt) or (ii) in writing and shall be deemed to have been duly given when received if personally delivered at or mailed by first class mail, postage prepaid, or by express delivery service or delivered in any other manner specified herein, to (a) in the case of the Depositor, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group (telecopy number (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Servicers, the Trust Administrator and the Trustee in writing by the Depositor, (b) in the case of Countrywide Home Loans Servicing LP, 000 Xxxxxxxxxxx Xxx, Xxxx Xxxxxx, Xxxxxxxxxx, Attention: Xxxx Xxxx (telecopy number (000) 000-0000) or such other address or telecopy number as may hereafter be furnished to the Trustee, the Trust Administrator
and the Depositor in writing by Countrywide Home Loans Servicing LP, (c) in the case of JPMorgan Chase Bank, National Association, 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, XX 00000, Attention: General Counsel (telecopy number (000) 000-0000) with a copy to 00000 Xxxxx Xxxxxxxx Xxxx, Xxx Xxxxx XX 00000 Attention: Xxxxx Dunks (telecopy number (000) 000-0000) or such other address or telecopy number as may hereafter be furnished to the Trustee, the Trust Administrator and the Depositor in writing by JPMorgan Chase Bank, National Association, (d) in the case of HomEq Servicing Corporation, 0000 Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Legal Department (telecopy number (000) 000-0000) or such other address or telecopy number as may hereafter be furnished to the Trustee, the Trust Administrator and the Depositor in writing by HomEq Servicing Corporation, (e) in the case of the Trust Administrator, 1000 Technology Drive, M.S. 337, O’Xxxxxx, Xxxxxxxx 00000, Attention: Mortgage Finance (telecopy number (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Trustee, the Servicers and the Depositor in writing by the Trust Administrator and (f) in the case of the Trustee, U.S. Bank National Association, 00 Xxxxxxxxxx Xxxxxx, XX-XX-XX0X, Xx. Xxxx, Xxxxxxxxx 00000, Attention: Structured Finance/CMLTI 2005-HE3 (telecopy number (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to 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 each of 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 that has not been cured or waived;
3. The resignation or termination of any 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 Trust Administrator or the Trustee, as applicable, were it to succeed as Servicer, to make advances regarding delinquent Mortgage Loans; and
8. The filing of any claim under any 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 each Servicer, as required pursuant to Section 3.20 and Section 3.21, shall promptly furnish 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 Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, 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.
IN WITNESS WHEREOF, the Depositor, the Servicers, 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/ Xxxxx Xxxxx | |
Name: |
Xxxxx Xxxxx | |
Title: |
Assistant Secretary | |
| ||
| ||
COUNTRYWIDE HOME LOANS SERVICING LP, | ||
as a Servicer | ||
| ||
By: COUNTRYWIDE GP, INC. | ||
| ||
| ||
By: |
/s/ Xxxxxx Xxxxx | |
Name: |
Xxxxxx Xxxxx | |
Title: |
Vice President | |
| ||
| ||
| ||
| ||
JPMorgan Chase Bank, National Association, | ||
as a Servicer | ||
| ||
| ||
By: |
/s/ Xxxxxxx Xxxxx | |
Name: |
Xxxxxxx Xxxxx | |
Title: |
Assistant Vice President | |
| ||
| ||
HOMEQ SERVICING CORPORATION, | ||
as a Servicer | ||
| ||
| ||
By: |
/s/ Xxxxxx Xxxx | |
Name: |
Xxxxxx Xxxx | |
Title: |
President | |
| ||
| ||
CITIBANK, N.A., | ||
as Trust Administrator | ||
| ||
| ||
By: |
/s/ Xxxxxxxx X. XxXxxxx | |
Name: |
Xxxxxxxx X. XxXxxxx | |
Title: |
Vice President | |
| ||
| ||
| ||
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee | ||
| ||
| ||
By: |
/s/ Xxxxxxx X. Xxxxx | |
Name: |
Xxxxxxx X. Xxxxx | |
Title: |
Vice President | |
| ||
| ||
STATE OF NEW YORK |
) |
|
) ss.: |
COUNTY OF NEW YORK |
) |
On the ____ day of September 2005, 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 corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
|
Notary Public |
[Notarial Seal]
STATE OF ______________ |
) |
|
) ss.: |
COUNTY OF ____________ |
) |
On the ____ day of September 2005, before me, a notary public in and for said State, personally appeared _________________, known to me to be a ________________ of Countrywide Home Loans Servicing LP, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
|
Notary Public |
[Notarial Seal]
STATE OF ______________ |
) |
|
) ss.: |
COUNTY OF ____________ |
) |
On the ____ day of September 2005, before me, a notary public in and for said State, personally appeared _________________, known to me to be a ________________ of JPMorgan Chase Bank, National Association, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
|
Notary Public |
[Notarial Seal]
STATE OF ______________ |
) |
|
) ss.: |
COUNTY OF ____________ |
) |
On the ____ day of September 2005, before me, a notary public in and for said State, personally appeared _________________, known to me to be a ________________ of HomEq Servicing Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
|
Notary Public |
[Notarial Seal]
STATE OF NEW YORK |
) |
|
) ss.: |
COUNTY OF NEW YORK |
) |
On the ____ day of September 2005, before me, a notary public in and for said State, personally appeared _________________, known to me to be a ________________ of Citibank, N.A., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
|
Notary Public |
[Notarial Seal]
STATE OF ______________ |
) |
|
) ss.: |
COUNTY OF ____________ |
) |
On the ____ day of September 2005, before me, a notary public in and for said State, personally appeared _________________, known to me to be a ________________ of U.S. Bank National Association, one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
|
Notary Public |
[Notarial Seal]
FORM OF CLASS A-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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: $380,972,000.00 |
Pass-Through Rate: Variable |
Denomination: $380,972,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G XJ 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 SERVICERS, 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 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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
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Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
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Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 _____________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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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 |
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assignee named above, or |
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its agent. |
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FORM OF CLASS A-2A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class A-2A Certificates as of the Issue Date: $334,426,000.00 |
Pass-Through Rate: Variable |
Denomination: $334,426,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WM 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 SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class A-2A Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class A-2A Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the 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-2A Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Trust Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trust Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trust Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trust Administrator for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Asset-Backed Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which the Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 Servicers, the Trust Administrator the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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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 |
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assignee named above, or |
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its agent. |
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FORM OF CLASS A-2B CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class A-2B Certificates as of the Issue Date: $211,964,000.00 |
Pass-Through Rate: Variable |
Denomination: : $211,964,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WN 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 SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class A-3A Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class A-3A Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the 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-3A Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Trust Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trust Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trust Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trust Administrator for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Asset-Backed Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which the Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 Servicers, the Trust Administrator the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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Applicable statements should be mailed to |
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This information is provided by |
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assignee named above, or |
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its agent. |
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FORM OF CLASS A-2C CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class A-2C Certificates as of the Issue Date: $127,624,000.00 |
Pass-Through Rate: Variable |
Denomination: $127,624,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WP 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 SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class A-3B Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class A-3B Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the 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-3B Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Trust Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trust Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trust Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trust Administrator for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Asset-Backed Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which the Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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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 |
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assignee named above, or |
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its agent. |
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FORM OF CLASS A-2D CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class A-2D Certificates as of the Issue Date: $88,118,0000.00 |
Pass-Through Rate: Variable |
Denomination: $88,118,0000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WQ 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 SERVICERS, 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-3C Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class A-3C 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 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-3C 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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 Servicers, the Trust Administrator the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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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 |
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assignee named above, or |
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its agent. |
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FORM OF CLASS M-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-1 Certificates as of the Issue Date: $55,671,000.00 |
Pass-Through Rate: Variable |
Denomination: $55,671,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WR 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 SERVICERS, 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 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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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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 |
JT TEN - as joint tenants with right |
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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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 | |||||||
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FORM OF CLASS M-2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
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.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-2 Certificates as of the Issue Date: $51,959,000.00 |
Pass-Through Rate: Variable |
Denomination: $51,959,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WS 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 SERVICERS, 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 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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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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 |
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assignee named above, or |
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its agent. |
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FORM OF CLASS M-3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
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.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-3 Certificates as of the Issue Date: $34,887,000.00 |
Pass-Through Rate: Variable |
Denomination: : $34,887,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WT 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 SERVICERS, 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 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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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Applicable statements should be mailed to |
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This information is provided by |
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assignee named above, or |
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its agent. |
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FORM OF CLASS M-4 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
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.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-4 Certificates as of the Issue Date: $25,237,000.00 |
Pass-Through Rate: Variable |
Denomination: $25,237,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WU 8 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, fixed-rate 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 SERVICERS, 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 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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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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 |
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assignee named above, or |
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its agent. |
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FORM OF CLASS M-5 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-5 Certificates as of the Issue Date: $24,495,000.00 |
Pass-Through Rate: Variable |
Denomination: $24,495,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WV 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 SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-5 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class M-5 Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the 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-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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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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 |
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assignee named above, or |
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its agent. |
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FORM OF CLASS M-6 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, AND CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-6 Certificates as of the Issue Date: $22,269,000.00 |
Pass-Through Rate: Variable |
Denomination: : $22,269,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WW 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 SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-6 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class M-6 Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the 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-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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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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 |
UNIF GIFT MIN ACT - Custodian |
TEN ENT - as tenants by the entireties |
(Cust) (Minor) under |
JT TEN - as joint tenants with right |
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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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Signature by or on behalf of assignor |
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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 | |||||||
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FORM OF CLASS M-7 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, AND CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-7 Certificates as of the Issue Date: $22,268,000.00 |
Pass-Through Rate: Variable |
Denomination: $22,268,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WX 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 SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-7 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class M-7 Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the 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-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 Servicers, the Trust Administrator the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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Applicable statements should be mailed to |
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This information is provided by |
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assignee named above, or |
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its agent. |
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FORM OF CLASS M-8 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES AND CLASS M-7 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 M-8 Certificates as of the Issue Date: $17,815,000.00 |
Pass-Through Rate: Variable |
Denomination: $17,815,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WY 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 SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-8 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class M-8 Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the 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-8 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Trust Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trust Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trust Administrator of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trust Administrator for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Asset-Backed Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which the Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Trustee shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Trust Administrator, the Depositor, the Servicers and any Sub-Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using "Plan Assets" to acquire this Certificate shall be made except in accordance with Section 5.02(b) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Trust Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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assignee named above, or |
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FORM OF CLASS M-9 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
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
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-9 Certificates as of the Issue Date: $14,103,000.00 |
Pass-Through Rate: Variable |
Denomination: $14,103,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G WZ 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 SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-9 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class M-9 Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the 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-9 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Trust Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trust Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trust Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trust Administrator for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Asset-Backed Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which the Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Trustee shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a
transfer of this Certificate shall be required to indemnify the Trustee, the Trust Administrator, the Depositor, the Trust Administrator, the Servicers and any Sub-Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using "Plan Assets" to acquire this Certificate shall be made except in accordance with Section 5.02(b) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Trust Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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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 |
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assignee named above, or |
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its agent. |
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FORM OF CLASS M-10 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
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
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-10 Certificates as of the Issue Date: $14,103,000.00 |
Pass-Through Rate: Variable |
Denomination: $14,103,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G XA 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 SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-10 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class M-10 Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the 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-10 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Trust Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trust Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trust Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trust Administrator for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Asset-Backed Pass-Through Certificates of the Series specified on the face hereof (herein called
the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which the Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Trustee shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Trust Administrator, the Depositor, the Servicers and any Sub-Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using "Plan Assets" to acquire this Certificate shall be made except in accordance with Section 5.02(b) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Trust Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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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 |
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assignee named above, or |
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its agent. |
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FORM OF CLASS M-11 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
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
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES AND THE CLASS M-10 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-11 Certificates as of the Issue Date: $12,619,000.00 |
Pass-Through Rate: Variable |
Denomination: : $12,619,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G XK 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 SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-11 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class M-11 Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the 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-11 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Trust Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trust Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trust Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trust Administrator for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Asset-Backed Pass-Through Certificates of the Series specified on the face hereof (herein called
the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which the Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Trustee shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Trust Administrator, the Depositor, the Servicers and any Sub-Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using "Plan Assets" to acquire this Certificate shall be made except in accordance with Section 5.02(b) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Trust Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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Account number |
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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 |
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Assignee named above, or |
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its agent. |
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FORM OF CLASS M-12 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
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
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES, THE CLASS M-10 CERTIFICATES AND THE CLASS M-11 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-12 Certificates as of the Issue Date: $20,041,000.00 |
Pass-Through Rate: Variable |
Denomination: $20,041,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G XL 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 SERVICERS, 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-12 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class M-12 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 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-12 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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Trustee shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Trust Administrator, the Depositor, the Servicers and any Sub-Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using "Plan Assets" to acquire this Certificate shall be made except in accordance with Section 5.02(b) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Trust Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
_______________ |
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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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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 |
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assignee named above, or |
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its agent. |
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FORM OF CLASS M-13 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF A CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
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
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES, THE CLASS M-10 CERTIFICATES, THE CLASS M-11 CERTIFICATES AND THE CLASS M-12 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 0000-XX0 |
Xxxxxxxxx Certificate Principal Balance of the Class M-13 Certificates as of the Issue Date: $5,197,000.00 |
Pass-Through Rate: Variable |
Denomination: $5,197,000.00 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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CUSIP: 17307G XM 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 SERVICERS, 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-13 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class M-13 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 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-13 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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, 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 transferee of a certificate shall be deemed to make the representations set forth in section 5.02(b) of the pooling and servicing agreement.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the 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 Trustee shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Trust Administrator, the Depositor, the Servicers and any Sub-Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using "Plan Assets" to acquire this Certificate shall be made except in accordance with Section 5.02(b) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Trust Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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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 |
UNIF GIFT MIN ACT - Custodian |
TEN ENT - as tenants by the entireties |
(Cust) (Minor) under |
JT TEN - as joint tenants with right |
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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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Signature by or on behalf of assignor |
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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 | |||||||
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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: $20,783,798.53 |
Pass-Through Rate: Variable |
Denomination: $20,783,798.53 |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
First Distribution Date: October 25, 2005 |
Trust Administrator: Citibank, N.A. |
No. 1 |
Trustee: U.S. Bank National Association |
Aggregate Notional Amount of the Class CE Certificates as of the Issue Date: $20,783,798.53 |
Issue Date: September 13, 2005
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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 SERVICERS, 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 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 Servicers, 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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, 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 Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Trust Administrator or the 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 Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Trust Administrator, the Depositor, the Servicers and any Sub-
Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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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 |
JT TEN - as joint tenants with right |
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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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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This information is provided by |
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assignee named above, or |
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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: September 1, 2005 |
Denomination: $100.00 |
First Distribution Date: October 25, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
No. 1 |
Trust Administrator: Citibank, N.A. |
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Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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 SERVICERS, 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 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 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 Servicers, the Trust Administrator and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, 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 Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Trust Administrator or the 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 Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Trust Administrator, the Depositor, the Servicers and any Sub-Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 Trustee 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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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 |
UNIF GIFT MIN ACT - Custodian |
TEN ENT - as tenants by the entireties |
(Cust) (Minor) under |
JT TEN - as joint tenants with right |
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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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Signature by or on behalf of assignor |
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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 | |||||||
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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 TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
Series 0000-XX0 |
Xxxxxxxxx Percentage Interest of the Class R Certificates as of the Issue Date: 100% |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
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First Distribution Date: October 25, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
No. 1 |
Trust Administrator: Citibank, N.A. |
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Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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 SERVICERS, 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 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 Servicers, the Trust Administrator, the Trustee, and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers, the Trust Adminstrator 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.
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 Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Trust Administrator or the 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 Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Trust Administrator, the Depositor, the Servicers and any Sub-Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Trust Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 purchase by the holders of the Class X Certificates or the Servicers of all Mortgage Loans and related REO Property remaining in REMIC I, (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I. 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 none of the Trustee, Servicers or Trust Administrator assume 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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By: |
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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 |
JT TEN - as joint tenants with right |
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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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 |
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for the account of |
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account number |
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Applicable statements should be mailed to |
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This information is provided by |
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assignee named above, or |
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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 TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
Series 0000-XX0 |
Xxxxxxxxx Percentage Interest of the Class R-X Certificates as of the Issue Date: 100% |
Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 |
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First Distribution Date: October 25, 2005 |
Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP |
No. 1 |
Trust Administrator: Citibank, N.A. |
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Trustee: U.S. Bank National Association |
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Issue Date: September 13, 2005 |
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 SERVICERS, 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 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 Servicers, the Trust Administrator, the Trustee, and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers, the Trust Adminstrator 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.
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 Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Trust Administrator or the 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 Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Trust Administrator, the Depositor, the Servicers and any Sub-Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Trust Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class 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 Servicers, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicers, 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 Servicers, 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 purchase by the holders of the Class X Certificates or the Servicers of all Mortgage Loans and related REO Property remaining in REMIC I, (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I. 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 none of the Trustee, Servicers or Trust Administrator assume 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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Authorized Officer |
CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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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 |
UNIF GIFT MIN ACT - Custodian |
TEN ENT - as tenants by the entireties |
(Cust) (Minor) under |
JT TEN - as joint tenants with right |
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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 ______________________________________________________________________________________
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Signature by or on behalf of assignor |
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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 | |||||||
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FORM OF CLASS X 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, AS AMENDED (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: 2005-HE3 Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1 |
Aggregate Certificate Principal Balance of the Class X Certificates as of the Issue Date: $100.00 Denomination: $100.00 Servicers: JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP Trustee: U.S. Bank National Association Issue Date: September 13, 2005 |
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 SERVICER, 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 X Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class X 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 Servicer and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
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 specified on the face hereof 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.
This Certificate evidences the right of the Holder hereof to exercise the early termination by purchasing, 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 Holder of this Class X Certificate to exercise this early termination option. 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 Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer, the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee with the consent of the Holders of Certificates entitled to
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 Trustee 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 Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor and the Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the 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 Servicer, the Trustee and any agent of the Depositor, the Servicer 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 Servicer, the Trustee nor any such agent shall be affected by notice to the contrary.
The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Trustee, 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: September ___, 2005
Citibank, N.A., as Trust Administrator | ||||||
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CERTIFICATE OF AUTHENTICATION |
This is one of the Certificates referred to in the within-mentioned Agreement.
Citibank, N.A., as Trust Administrator | ||||||
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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 |
JT TEN - as joint tenants with |
_____________ |
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 | |
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(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
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Dated: |
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Signature by or on behalf of assignor |
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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 | |
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EXHIBIT B
[RESERVED]
EXHIBIT C
[RESERVED]
EXHIBIT D
FORM OF ASSIGNMENT AGREEMENTS
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated September 13, 2005, (“Agreement”) among Citigroup Global Markets Realty Corp. (“Assignor”), Citigroup Mortgage Loan Trust Inc. (“Assignee”) and WMC Mortgage Corp. (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 April 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 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. Assignor and Assignee hereby notify the Company that from and after the date hereof, 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 September 1, 2005 (the “Pooling Agreement”), among the Assignee, HomEq Servicing Corporation, Countrywide Home Loans Servicing L.P. and JPMorgan Chase Bank, National Association (each, a “Servicer”), Citibank, N.A. (the “Trust Administrator”) 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 a 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) 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 a Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waive, 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) There is no action, suit, proceeding or investigation pending or, to the company’s actual 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) 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);
(f) No Mortgage Loan is a balloon mortgage loan that has an original stated maturity of less than seven (7) years; and
(g) 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).
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, are true and correct as of the date hereof as if such representations and warranties were made on the date hereof, provided, however that (A) the representations and warranties contained in Section 7.02 (iii), (iv), (v), (vii), (ix), (xvii), (xviii), (xxii), (xxiii), the last sentences of (xvi) and (xxiv), (lix), and (lxi) (collectively, the “Servicing Transfer Date Representations”), shall be made by the Seller as of the Servicing Transfer Date, 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.
5. The Assignor hereby makes the following representations and warranties as of the date hereof:
(a) To the best of the Assignor’s knowledge, nothing has occurred in the period of time from the Servicing Transfer Date to the date hereof which would cause such representation and warranties referred to in Section 4 herein to be untrue in any material respect as of the date hereof;
(b) 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;
(c) None of the mortgage loans are High Cost as defined by any applicable predatory and abusive lending laws;
(d) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor’s LEVELS Version 5.6 Glossary Revised,
Appendix E);
(e) The stated principal balance of each Group I Mortgage Loan is within Xxxxxxx Mac’s dollar amount limits for conforming one-to-four-family mortgage loans;
(f) No Group I Mortgage Loans originated on or after October 1, 2002 will impose a prepayment charge for a term in excess of three years. Any Group I Mortgage Loans originated prior to such date will not impose prepayment penalties in excess of five years; and
(g) With respect to a Mortgaged Property located in the Designated Area, but not in the Red Zone, such Mortgaged Property has, prior to the Closing Date, either (a) been Confirmed to be in Good Repair or (b) designated as a Mortgaged Property to be treated as though it were in the Red Zone. With respect to a Mortgaged Property located in the Red Zone (or which, pursuant to the preceding sentence, is treated as being in the Red Zone), such Mortgaged Property either (a) shall be Confirmed to be in Good Repair within 120 days of the Closing Date or (b) the related Mortgagor has adequate insurance proceeds to repair the related Mortgaged Property damaged by Hurricane Xxxxxxx.
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 a 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).
The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee, the Trust Administrator and a 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.
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 a 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, including those zip codes listed on such Exhibit as constituting the "Red Zone".
14. As used herein, "Confirmed to be in Good Repair" means: (i) with respect to a Mortgaged Property located in the Red Zone, or, if located in the Designated Area but not in the Red Zone, with respect to which the related Servicer is unable after five attempts to confirm telephonically with the related Mortgagor that the Mortgaged Property has not been damaged materially by the recent Hurricane Xxxxxxx or its after effects, that the related Servicer has received a written field report from one of its employees, or from an independent contractor (which, in either case, need not be a qualified appraiser but who cannot be the related Mortgagor) certifying that, based on a visual exterior inspection conducted by such person, such Mortgaged Property appears not to have been damaged materially by the recent Hurricane Xxxxxxx or its after effects; or (ii) with respect to a Mortgaged Property located in the Designated Area but not in the Red Zone, that the related Servicer has made telephone contact with the related Mortgagor, and such Mortgagor has confirmed that Mortgaged Property has not been damaged materially by the recent Hurricane Xxxxxxx or its after effects.
15. 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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CITIGROUP MORTGAGE LOAN TRUST INC. | |
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WMC MORTGAGE CORP. | |
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EXHIBIT A
Mortgage Loan Schedule
EXHIBIT B
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated September 13, 2005, (“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 September 1, 2005 (the “Pooling Agreement”), among the Assignee, HomEq Servicing Corporation, Countrywide Home Loans Servicing L.P. and JPMorgan Chase Bank, National Association (each, a “Servicer”), Citibank, N.A. (the “Trust Administrator”) 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 a 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 a 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) 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, 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.
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 Standard & Poor’s LEVELS Version 5.6 Glossary Revised, Appendix E);
(d) The stated principal balance of each Group I Mortgage Loan is within Xxxxxxx Mac’s dollar amount limits for conforming one-to-four-family mortgage loans;
(e) No Group I Mortgage Loans originated on or after October 1, 2002 will impose a prepayment charge for a term in excess of three years. Any Group I Mortgage Loans originated prior to such date will not impose prepayment penalties in excess of five years; and
(f) With respect to a Mortgaged Property located in the Designated Area, but not in the Red Zone, such Mortgaged Property has, prior to the Closing Date, either (a) been Confirmed to be in Good Repair or (b) designated as a Mortgaged Property to be treated as though it were in the Red Zone. With respect to a Mortgaged Property located in the Red Zone (or which, pursuant to the preceding sentence, is treated as being in the Red Zone), such Mortgaged Property either (a) shall be Confirmed to be in Good Repair within 120 days of the Closing Date or (b) the related Mortgagor has adequate insurance proceeds to repair the related Mortgaged Property damaged by Hurricane Xxxxxxx.
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 a 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).
The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee, the Trust Administrator and a 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.
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 a
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, including those zip codes listed on such Exhibit as constituting the "Red Zone".
14. As used herein, "Confirmed to be in Good Repair" means: (i) with respect to a Mortgaged Property located in the Red Zone, or, if located in the Designated Area but not in the Red Zone, with respect to which the related Servicer is unable after five attempts to confirm telephonically with the related Mortgagor that the Mortgaged Property has not been damaged materially by the recent Hurricane Xxxxxxx or its after effects, that the related Servicer has received a written field report from one of its employees, or from an independent contractor (which, in either case, need not be a qualified appraiser but who cannot be the related Mortgagor) certifying that, based on a visual exterior inspection conducted by such person, such Mortgaged Property appears not to have been damaged materially by the recent Hurricane Xxxxxxx or its after effects; or (ii) with respect to a Mortgaged Property located in the Designated Area but not in the Red Zone, that the related Servicer has made telephone contact with the related Mortgagor, and such Mortgagor has confirmed that Mortgaged Property has not been damaged materially by the recent Hurricane Xxxxxxx or its after effects.
15. 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.
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EXHIBIT A
Mortgage Loan Schedule
EXHIBIT B
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated September 13, 2005, (“Agreement”) among Citigroup Global Markets Realty Corp. (“Assignor”), Citigroup Mortgage Loan Trust Inc. (“Assignee”) and First Horizon Home Loan Corporation 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”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of April 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 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 September 1, 2005 (the “Pooling Agreement”), among the Assignee, HomEq Servicing Corporation, Countrywide Home Loans Servicing L.P. and JPMorgan Chase Bank, National Association (each, a “Servicer”), Citibank, N.A. (the “Trust Administrator”) 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 a 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) 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 a Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waive, 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 Co mpany’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 Comp any. 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) There is no action, suit, proceeding or investigation pending or, to the company’s actual 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) No Mortgage Loan is a balloon mortgage loan that has an original stated maturity of less than seven (7) years; and
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, 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 Section 7.02(a) shall, for purposes of this Agreement, relate to the Mortgage Loan Schedule attached hereto.
5. The Assignor hereby makes the following representations and warranties as of the date hereof:
(a) The stated principal balance of each Group I Mortgage Loan is within Xxxxxxx Mac’s dollar amount limits for conforming one-to-four-family mortgage loans;
(b) No Group I Mortgage Loans originated on or after October 1, 2002 will impose a prepayment charge for a term in excess of three years. Any Group I Mortgage Loans originated prior to such date will not impose prepayment penalties in excess of five years; and
(c) With respect to a Mortgaged Property located in the Designated Area, but not in the Red Zone, such Mortgaged Property has, prior to the Closing Date, either (a) been Confirmed to be in Good Repair or (b) designated as a Mortgaged Property to be treated as though it were in the Red Zone. With respect to a Mortgaged Property located in the Red Zone (or which, pursuant to the preceding sentence, is treated as being in the Red Zone), such Mortgaged Property either (a) shall be Confirmed to be in Good Repair within 120 days of the Closing Date or (b) the related Mortgagor has adequate insurance proceeds to repair the related Mortgaged Property damaged by Hurricane Xxxxxxx.
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 a 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).
The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee, the Trust Administrator and a 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.
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 a 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, including those zip codes listed on such Exhibit as constituting the "Red Zone".
14. As used herein, "Confirmed to be in Good Repair" means: (i) with respect to a Mortgaged Property located in the Red Zone, or, if located in the Designated Area but not in the Red Zone, with respect to which the related Servicer is unable after five attempts to confirm telephonically with the related Mortgagor that the Mortgaged Property has not been damaged materially by the recent Hurricane Xxxxxxx or its after effects, that the related Servicer has received a written field report from one of its employees, or from an independent contractor (which, in either case, need not be a qualified appraiser but who cannot be the related Mortgagor) certifying that, based on a visual exterior inspection conducted by such person, such Mortgaged Property appears not to have been damaged materially by the recent Hurricane Xxxxxxx or its after effects; or (ii) with respect to a Mortgaged Property located in the Designated Area but not in the Red Zone, that the related Servicer has made telephone contact with the related Mortgagor,
and such Mortgagor has confirmed that Mortgaged Property has not been damaged materially by the recent Hurricane Xxxxxxx or its after effects.
15. 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.
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FIRST HORIZON HOME LOAN CORPORATION INC. |
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EXHIBIT A
Mortgage Loan Schedule
EXHIBIT B
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated September 13, 2005, (“Agreement”) among Citigroup Global Markets Realty Corp. (“Assignor”), Citigroup Mortgage Loan Trust Inc. (“Assignee”) and Accredited Home Lenders, 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
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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 June 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 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2005 (the “Pooling Agreement”), among the Assignee, HomEq Servicing Corporation, Countrywide Home Loans Servicing L.P. and JPMorgan Chase Bank, National Association (“JPMorgan Chase Bank”) (each, a “Servicer”), Citibank, N.A. (the “Trust Administrator”) 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 JPMorgan Chase Bank 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 JPMorgan Chase Bank acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waive, 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 Comp any. 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 except as has already been obtained;
(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; and
(e) No Mortgage Loan is a balloon mortgage loan that has an original stated maturity of less than seven (7) years.
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 (i) except that 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 and (ii) subject to such events or circumstances that have arisen or occurred subsequent to the related Closing Date (as defined in the Purchase Agreement).
5. The Assignor hereby makes the following representations and warranties as of the date hereof:
(a) To the best of the Assignor’s knowledge, nothing has occurred in the period of time from the related Closing Date to the date hereof which would cause the representation and warranties referred to in Section 4 herein to be untrue in any material respect as of the date hereof;
(b) The stated principal balance of each Group I Mortgage Loan is within Xxxxxxx Mac’s dollar amount limits for conforming one-to-four-family mortgage loans;
(c) No Group I Mortgage Loans originated on or after October 1, 2002 will impose a prepayment charge for a term in excess of three years. Any Group I Mortgage Loans originated prior to such date will not impose prepayment penalties in excess of five years; and
(d) With respect to a Mortgaged Property located in the Designated Area, but not in the Red Zone, such Mortgaged Property has, prior to the Closing Date, either (a) been Confirmed to be in Good Repair or (b) designated as a Mortgaged Property to be treated as though it were in the Red Zone. With respect to a Mortgaged Property located in the Red Zone (or which, pursuant to the preceding sentence, is treated as being in the Red Zone), such Mortgaged Property either (a) shall be Confirmed to be in Good Repair within 120 days of the Closing Date or (b) the related Mortgagor has adequate insurance proceeds to repair the related Mortgaged Property damaged by Hurricane Xxxxxxx.
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 JPMorgan Chase Bank 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 Section 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein).
The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee, the Trust Administrator and JPMorgan Chase Bank 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.
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 JPMorgan Chase Bank 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, including those zip codes listed on such Exhibit as constituting the "Red Zone".
14. As used herein, "Confirmed to be in Good Repair" means: (i) with respect to a Mortgaged Property located in the Red Zone, or, if located in the Designated Area but not in the Red Zone, with respect to which the related Servicer is unable after five attempts to confirm telephonically with the related Mortgagor that the Mortgaged Property has not been damaged materially by the recent Hurricane Xxxxxxx or its after effects, that the related Servicer has received a written field report from one of its employees, or from an independent contractor (which, in either case, need not be a qualified appraiser but who cannot be the related Mortgagor) certifying that, based on a visual exterior inspection conducted by such person, such Mortgaged Property appears not to have been damaged materially by the recent Hurricane Xxxxxxx or its after effects; or (ii) with respect to a Mortgaged Property located in the Designated Area but not in the Red Zone, that the related Servicer has made telephone contact with the related Mortgagor, and such Mortgagor has confirmed that Mortgaged Property has not been damaged materially by the recent Hurricane Xxxxxxx or its after effects.
15. 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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CITIGROUP MORTGAGE LOAN TRUST INC. |
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ACCREDITED HOME LENDERS, INC. |
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EXHIBIT A
Mortgage Loan Schedule
EXHIBIT B
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated September 13, 2005, (“Agreement”) among Citigroup Global Markets Realty Corp. (“Assignor”), Citigroup Mortgage Loan Trust Inc. (“Assignee”) and Impac Funding Corporation (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 June 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 September 1, 2005 (the “Pooling Agreement”), among the Assignee, HomEq Servicing Corporation, Countrywide Home Loans Servicing L.P. and JPMorgan Chase Bank, National Association (each, a “Servicer”), Citibank, N.A. (the “Trust Administrator”) 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 a 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) 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 a Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waive, 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) There is no action, suit, proceeding or investigation pending or, to the company’s actual 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; and
(e) The prepayment penalties included in the transaction 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 Subsection 7.01 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 and that the representations and warranties set forth in Subsection 7.02 (v)-(xiv), (xvii), (xix)-(xxiii), (xxv)-(xxxiii), (xxxiv)-(xxxix), (xliv), (xlv), (xlvii)-(l), (lii), (liv), (lv), (lviii), (lx)-(lxii), (lxiv), (lxviii), (lxx)-(lxxii), (lxxiv) and (lxxvi) of the Purchase Agreement are true and correct as of the Servicing Transfer Date. All other representations and warranties set forth in Subsection 7.02 of the Purchase Agreement which are not described above are true and correct as of the related Closing Date (as defined in the Purchase Agreement).
5. The Assignor hereby makes the following representations and warranties as of the date hereof:
(a) To the best of the Assignor’s knowledge, nothing has occurred in the period of time from the Servicing Transfer Date to the date hereof which would cause such representation and warranties referred to in Section 4 herein to be untrue in any material respect as of the date hereof;
(b) 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;
(c) The stated principal balance of each Group I Mortgage Loan is within Xxxxxxx Mac’s dollar amount limits for conforming one-to-four-family mortgage loans;
(d) No Group I Mortgage Loans originated on or after October 1, 2002 will impose a prepayment charge for a term in excess of three years. Any Group I Mortgage Loans originated prior to such date will not impose prepayment penalties in excess of five years; and
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With respect to a Mortgaged Property located in the Designated Area, but |
not in the Red Zone, such Mortgaged Property has, prior to the Closing Date, either (a) been Confirmed to be in Good Repair or (b) designated as a Mortgaged Property to be treated as though it were in the Red Zone. With respect to a Mortgaged Property located in the Red Zone (or which, pursuant to the preceding sentence, is treated as being in the Red Zone), such Mortgaged Property either (a) shall be Confirmed to be in Good Repair within 120 days of the Closing Date or (b) the related Mortgagor has adequate insurance proceeds to repair the related Mortgaged Property damaged by Hurricane Xxxxxxx.
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 a 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).
The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee, the Trust Administrator and a 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.
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 a 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, including those zip codes listed on such Exhibit as constituting the "Red Zone".
14. As used herein, "Confirmed to be in Good Repair" means: (i) with respect to a Mortgaged Property located in the Red Zone, or, if located in the Designated Area but not in the Red Zone, with respect to which the related Servicer is unable after five attempts to confirm telephonically with the related Mortgagor that the Mortgaged Property has not been damaged materially by the recent Hurricane Xxxxxxx or its after effects, that the related Servicer has received a written field report from one of its employees, or from an independent contractor (which, in either case, need not be a qualified appraiser but who cannot be the related Mortgagor) certifying that, based on a visual exterior inspection conducted by such person, such Mortgaged Property appears not to have been damaged materially by the recent Hurricane Xxxxxxx or its after effects; or (ii) with respect to a Mortgaged Property located in the Designated Area but not in the Red Zone, that the related Servicer has made telephone contact with the related Mortgagor, and such Mortgagor has confirmed that Mortgaged Property has not been damaged materially by the recent Hurricane Xxxxxxx or its after effects.
15. 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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CITIGROUP MORTGAGE LOAN TRUST INC. | |
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IMPAC FUNDING CORPORATION | |
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EXHIBIT A
Mortgage Loan Schedule
EXHIBIT B
EXHIBIT E
REQUEST FOR RELEASE
TO: |
U.S. Bank National Association |
00 Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx. Xxxx, XX 00000 |
Attn: Structured Finance/CMLTI 0000-XX0
Xxxxxxxx West
0000 Xxxxxxxxx Xxxxx
XX 0000
Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, N.A.
0000 00xx Xxxxxx, X.X.
Xxxxxxxxxxx, XX 00000
Re: |
Pooling and Servicing Agreement dated as of September 1, 2005, among Citigroup Mortgage Loan Trust Inc., as Depositor, JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP as servicers, Citibank, N.A. as trust administrator and U.S. Bank National Association as Trustee |
In connection with the administration of the Mortgage Loans held by you as Trustee 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):
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Mortgage Paid in Full |
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Foreclosure |
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Substitution |
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Other Liquidation (Repurchases, etc.) |
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Nonliquidation |
Reason:______________________________________________
Address to which Trustee should
Deliver the Custodian's Mortgage File:
[____________]
[____________]
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Date: |
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Trustee
U.S. BANK NATIONAL ASSOCIATION
Please acknowledge the execution of the above request by your signature and date below:
_____________________________________ |
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Documents returned to Trustee: |
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Trustee |
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EXHIBIT F-1
FORM OF TRANSFEROR REPRESENTATION LETTER
[Date]
U.S. Bank National Association
Corporate Trust Services
Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx, XX 00000
ATTENTION: CMLTI, SERIES 0000-XX0
Xxxxxxxx, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Re: |
Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 2005-HE3, 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 September 1, 2005, among Citigroup Mortgage Loan Trust Inc., as Depositor, JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP as servicers, Citibank, N.A. as 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.
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Very truly yours, | ||||||
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[Transferor] | ||||||
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Name: | |||||
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Title: |
FORM OF TRANSFEREE REPRESENTATION LETTER
[Date]
U.S. Bank National Association
Corporate Trust Services
Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx, XX 00000
ATTENTION: CMLTI, SERIES 2005-HE3
Re: |
Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Class, Series 2005-HE3, 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 September 1, 2005, among Citigroup Mortgage Loan Trust Inc., as Depositor, JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP as servicers, Citibank, N.A. as trust administrator and U.S. Bank National Association as Trustee , pursuant to which the Certificates were issued.
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[Transferee] | ||||||
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By: |
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Name: | |||||
Title: |
ANNEX 1 TO EXHIBIT F
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and U.S. Bank National Association, as Trustee, with respect to the mortgage pass-through certificates (the “Certificates”) described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:
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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”). |
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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. |
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CORPORATION, ETC. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986. |
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BANK. The Transferee (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. |
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SAVINGS AND LOAN. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least |
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BROKER-DEALER. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. |
_________________________
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.
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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. |
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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. |
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ERISA PLAN. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974. |
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INVESTMENT ADVISOR. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940. |
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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. |
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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. |
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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. |
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Will the Transferee be purchasing the Certificates only for the Transferee's own account? |
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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. |
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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: |
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Print Name of Transferee | ||||||
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By: |
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Name: | |||||
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Title: |
ANNEX 2 TO EXHIBIT F
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and U.S. Bank National Association, as Trustee, with respect to the mortgage pass- through certificates (the “Certificates”) described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:
1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the entity purchasing the Certificates (the “Transferee”) or, if the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because the Transferee is part of a Family of Investment Companies (as defined below), is such an officer of the investment adviser (the “Adviser”).
2. In connection with purchases by the Transferee, the Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Transferee alone, or the Transferee's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee's Family of Investment Companies, the cost of such securities was used.
____ The Transferee owned $___________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A).
____ The Transferee is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A).
3. The term “FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).
4. The term “SECURITIES” as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee's Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.
5. The Transferee is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A. In addition, the Transferee will only purchase for the Transferee's own account.
6. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee's purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.
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Dated: |
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Print Name of Transferee or Advisor | ||||||
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IF AN ADVISER: | ||||||
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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. |
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Name of Purchaser | ||||||
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By: |
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Name: | |||||
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Date of this certificate: | |||||||
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Date of information provided in paragraph 3 |
EXHIBIT F-2
FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
STATE OF |
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ss.: |
COUNTY OF |
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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 September 1, 2005 (the “Agreement”), among Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”), JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP as servicers, (the “Servicers”), Citibank, N.A. as 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 Trustee a certificate substantially in the form set forth as Exhibit L to the Agreement (a “Transferor Certificate”) to the effect that such Transferee has no actual knowledge that the Person to which the Transfer is to be made is not a Permitted Transferee.
7. The Transferee has historically paid its debts as they have come due, intends to pay its debts as they come due in the future, and understands that the taxes payable with respect to the Certificate may exceed the cash flow with respect thereto in some or all periods and intends to pay such taxes as they become due. The Transferee does not have the intention to impede the assessment or collection of any tax legally required to be paid with respect to the Certificate.
8. |
The Transferee’s taxpayer identification number is ___________. |
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9. |
The Transferee is a U.S. Person as defined in Code Section 7701(a)(30). |
10. The Transferee is aware that the Certificate may be a “noneconomic residual interest” within the meaning of proposed Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax.
11. The Transferee will not cause income from the Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Transferee or any other U.S. person.
12. |
Check one of the following: |
[_] The present value of the anticipated tax liabilities associated with holding the Certificate, as applicable, does not exceed the sum of:
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the present value of any consideration given to the Transferee to acquire such Certificate; |
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the present value of the expected future distributions on such Certificate; and |
(iii) |
the present value of the anticipated tax savings associated with holding such Certificate as the related REMIC generates losses. |
For purposes of this calculation, (i) the Transferee is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Transferee has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Transferee.
[_] The transfer of the Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,
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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; |
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at the time of the transfer, and at the close of the Transferee’s two fiscal years preceding the year of the transfer, the Transferee had gross assets for financial reporting purposes (excluding any obligation of a person related to the Transferee within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million; |
(iii) |
the Transferee will transfer the Certificate only to another “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and |
(iv) |
the Transferee determined the consideration paid to it to acquire the Certificate based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Transferee) that it has determined in good faith. |
[_] None of the above.
13. The Transferee is not an employee benefit plan that is subject to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a plan subject to any Federal, state or local law that is substantially similar to Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf of or investing plan assets of such a plan.
IN WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its duly authorized officer and its corporate seal to be hereunto affixed, duly attested, this day of , 20 .
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[NAME OF TRANSFEREE] | ||||||
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Title: |
[Corporate Seal]
ATTEST:
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[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 . |
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NOTARY PUBLIC |
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My Commission expires the __ day |
FORM OF TRANSFEROR AFFIDAVIT
STATE OF NEW YORK |
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COUNTY OF NEW YORK |
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__________________________, 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 Trustee a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit F-2. The Owner does not know or believe that any representation contained therein is false.
5. At the time of transfer, the Owner has conducted a reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner has determined that the Purchaser has historically paid its debts as they became due and has found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they become due in the future. The Owner understands that the transfer of a Residual Certificate may not be respected for United States income tax purposes (and the Owner may continue to be liable for United States income taxes associated therewith) unless the Owner has conducted such an investigation.
6. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its [Vice] President, attested by its [Assistant] Secretary, this ____ day of ___________, 20__.
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[OWNER] |
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By: |
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Name: | |||||
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Title: [Vice] President |
ATTEST | ||||||
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By: |
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Name: | |||||
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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___.
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Notary Public |
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County of _________________________ |
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State of ___________________________ |
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My Commission expires: |
EXHIBIT G
FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
[Date]
U.S. Bank National Association
Corporate Trust Services
Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx, XX 00000
Attention: CMLTI, Series 2005-HE3
Re: |
Citigroup Mortgage Loan Trust Inc. |
Dear Sirs:
_______________________ (the “Transferee”) intends to acquire from _____________________ (the “Transferor”) $____________ Initial Certificate Principal Balance of Citigroup Mortgage Loan Trust, Series 2005-HE3, Mortgage Pass-Through Certificates, Class [CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement dated as of September 1, 2005 (the “Agreement”), among Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”), JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and Countrywide Home Loans Servicing LP as servicers, (the “Servicers”), Citibank, N.A. as 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 Trustee 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.ss.2510.3-101, and (iii) will not be transferred to any entity that is deemed to be investing in plan assets within the meaning of the DOL regulation at 29 X.X.X.xx. 2510.3-101.
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Very truly yours, | ||||||
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By: |
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Name: | |||||
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Title: |
EXHIBIT H-1
FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K
Re: |
Citigroup Mortgage Loan Trust, Series 2005-HE3 |
I, [_____], certify that:
l. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution and servicing reports filed in respect of periods included in the year covered by this annual report, of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through Certificates, Series 2005-2;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the Trust Administrator by the servicers under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the Trust Administrator in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicers have fulfilled each of its obligations under the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicers’ compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Countrywide Home Loans Servicing LP, JPMorgan Chase Bank, National Association, HomEq Servicing Corporation and U.S. Bank National Association.
Date: [__], 2005
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CITIGROUP MORTGAGE LOAN TRUST, INC. | ||||||
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By: |
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Name: |
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Date: |
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EXHIBIT H-2
FORM CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY THE TRUST ADMINISTRATOR
Re: |
Citigroup Mortgage Loan Trust, Series 2005-HE3 |
I, [identify the certifying individual], a [title] of Citibank, N.A., as Trust Administrator of the Trust, hereby certify to Citigroup Mortgage Loan Trust, Inc. (the “Depositor”), and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the fiscal year [___], and all reports on Form 8-K containing distribution reports filed in respect of periods included in the year covered by that annual report, of the Depositor relating to the above-referenced trust;
2. Based on my knowledge, the information in these distribution reports prepared by the Trust Administrator, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by that annual report; and
3. Based on my knowledge, the distribution information required to be provided by the Trust Administrator under the Pooling and Servicing Agreement is included in these reports.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling and Servicing Agreement, dated September 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor as depositor, Countrywide Home Loans Servicing LP, JPMorgan Chase Bank, National Association and HomEq Servicing Corporation as servicers and U.S. Bank National Association as trustee.
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CITIBANK, N.A., as Trust Administrator | ||||||
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By: |
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Name: |
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Date: |
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EXHIBIT H-3
FORM CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY THE SERVICERS
WITH RESPECT TO
COUNTRYWIDE HOME LOANS SERVICING LP AND
HOMEQ SERVICING CORPORATION
Re: |
Citigroup Mortgage Loan Trust, Series 2005-HE3 |
I, [identify the certifying individual], acting of [Countrywide Home Loans Servicing LP (“Countrywide”)] [HomEq Servicing Corporation (“HomEq”)], certify to Citigroup Mortgage Loan Trust, Inc. (the “Depositor”), the Trust Administrator and their respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
1. I have reviewed the information provided to the Trust Administrator by [Countrywide] [HomEq] pursuant to the Pooling and Servicing Agreement and included in the annual report on Form 10-K for the fiscal year [___] and on all reports on Form 8-K filed in respect of periods included in the year covered by that annual report, of the Depositor relating to the Trust Fund (the “Servicing Information”);
2. Based on my knowledge, the Servicing Information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by that annual report;
3. Based on my knowledge, the Servicing Information required to be provided to the Trust Administrator by [Countrywide] [HomEq] has been provided as required under the Pooling and Servicing Agreement;
4. I am responsible for reviewing the activities performed by [Countrywide] [HomEq] under the Pooling and Servicing Agreement and based upon the review required under the Pooling and Servicing Agreement, and except as disclosed to the Depositor and the Trust Administrator, [Countrywide] [HomEq] has fulfilled in all material respects its obligations under the Pooling and Servicing Agreement; and
5. I have disclosed to [Countrywide’s] [HomEq’s] certified public accountants and the Depositor all significant deficiencies relating to [Countrywide’s] [HomEq’s] compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Pooling and Servicing Agreement.
Capitalized terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated September 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor as depositor, Countrywide Home Loans Servicing LP, JPMorgan Chase Bank, National Association and HomEq Servicing Corporation as servicers and U.S. Bank National Association as trustee.
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[COUNTRYWIDE HOME LOANS SERVICING LP] [HOMEQ SERVICING CORPORATION] | ||||||
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By: |
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Name: |
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Date: |
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EXHIBIT H-3
FORM CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY THE SERVICERS
WITH RESPECT TO
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
Re: |
Citigroup Mortgage Loan Trust, Series 2005-HE3 |
JPMorgan Chase Bank, National Association, as servicer, hereby certifies to the Depositor that:
1. To our knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Depositor taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by such reports;
2. To our knowledge, the servicing information required to be provided to the Depositor by the Servicer under the Pooling and Servicing Agreement has been provided to the Depositor;
3. Based upon the review required by the Pooling and Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report, the Servicer has, as of the last day of the period covered by such reports fulfilled its obligation under the Servicing Agreement; and
4. The Servicer has disclosed to the Depositor all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standards as set forth in the Pooling and Servicing Agreement.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling and Servicing Agreement, dated September 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor as depositor, Countrywide Home Loans Servicing LP, JPMorgan Chase Bank, National Association and HomEq Servicing Corporation as servicers and U.S. Bank National Association as trustee.
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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as servicer | ||||||
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By: |
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Name: | |||||||||||||
Title: |
EXHIBIT I
Form of Cap Contracts
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
LOANID SERVICERNM LENDERNM AMORTTYPE --------- ---------- ---------- ------------- 503297191 Chase ACCREDITED P AND I 503091711 Chase ACCREDITED P AND I 503115677 Chase ACCREDITED P AND I 504089906 Chase ACCREDITED INTEREST ONLY 503161327 Chase ACCREDITED P AND I 502258588 Chase ACCREDITED P AND I 503078053 Chase ACCREDITED P AND I 504111167 Chase ACCREDITED P AND I 502222748 Chase ACCREDITED P AND I 504134382 Chase ACCREDITED P AND I 503046939 Chase ACCREDITED P AND I 503254661 Chase ACCREDITED P AND I 504042360 Chase ACCREDITED P AND I 504077539 Chase ACCREDITED P AND I 502289550 Chase ACCREDITED P AND I 503254925 Chase ACCREDITED P AND I 503230445 Chase ACCREDITED P AND I 502167395 Chase ACCREDITED INTEREST ONLY 504077748 Chase ACCREDITED P AND I 503161713 Chase ACCREDITED P AND I 503232137 Chase ACCREDITED INTEREST ONLY 503308934 Chase ACCREDITED P AND I 503297495 Chase ACCREDITED INTEREST ONLY 503161807 Chase ACCREDITED P AND I 504226765 Chase ACCREDITED INTEREST ONLY 503185625 Chase ACCREDITED P AND I 503228294 Chase ACCREDITED INTEREST ONLY 503285566 Chase ACCREDITED P AND I 504123381 Chase ACCREDITED P AND I 504078933 Chase ACCREDITED P AND I 504146705 Chase ACCREDITED P AND I 503159506 Chase ACCREDITED P AND I 504269885 Chase ACCREDITED P AND I 504146957 Chase ACCREDITED P AND I 504146408 Chase ACCREDITED INTEREST ONLY 504134203 Chase ACCREDITED P AND I 504054416 Chase ACCREDITED P AND I 504089081 Chase ACCREDITED P AND I 503161017 Chase ACCREDITED P AND I 503185816 Chase ACCREDITED P AND I 503286498 Chase ACCREDITED P AND I 504122348 Chase ACCREDITED P AND I 503159441 Chase ACCREDITED P AND I 504042136 Chase ACCREDITED P AND I 503104528 Chase ACCREDITED P AND I 503161311 Chase ACCREDITED INTEREST ONLY 503105219 Chase ACCREDITED P AND I 502155590 Chase ACCREDITED P AND I 503147395 Chase ACCREDITED P AND I 503286321 Chase ACCREDITED P AND I 503149043 Chase ACCREDITED P AND I 504123589 Chase ACCREDITED INTEREST ONLY 503147153 Chase ACCREDITED P AND I 504134493 Chase ACCREDITED P AND I 504080341 Chase ACCREDITED P AND I 503147716 Chase ACCREDITED P AND I 503022618 Chase ACCREDITED P AND I 504146254 Chase ACCREDITED INTEREST ONLY 504145991 Chase ACCREDITED P AND I 503243433 Chase ACCREDITED P AND I 504112165 Chase ACCREDITED P AND I 503297290 Chase ACCREDITED P AND I 504053849 Chase ACCREDITED INTEREST ONLY 504283161 Chase ACCREDITED INTEREST ONLY 503254145 Chase ACCREDITED P AND I 503319776 Chase ACCREDITED INTEREST ONLY 503231678 Chase ACCREDITED P AND I 504135147 Chase ACCREDITED P AND I 504226567 Chase ACCREDITED INTEREST ONLY 502122659 Chase ACCREDITED P AND I 503254658 Chase ACCREDITED P AND I 502073944 Chase ACCREDITED P AND I 504146850 Chase ACCREDITED P AND I 503150579 Chase ACCREDITED P AND I 503243407 Chase ACCREDITED P AND I 503116246 Chase ACCREDITED P AND I 502246132 Chase ACCREDITED P AND I 503254106 Chase ACCREDITED P AND I 503147846 Chase ACCREDITED P AND I 503174053 Chase ACCREDITED P AND I 503147884 Chase ACCREDITED P AND I 503230998 Chase ACCREDITED P AND I 504066366 Chase ACCREDITED INTEREST ONLY 504089496 Chase ACCREDITED INTEREST ONLY 504226900 Chase ACCREDITED P AND I 502166795 Chase ACCREDITED P AND I 503286862 Chase ACCREDITED INTEREST ONLY 504145792 Chase ACCREDITED P AND I 503159416 Chase ACCREDITED P AND I 503286568 Chase ACCREDITED P AND I 503255151 Chase ACCREDITED P AND I 503242943 Chase ACCREDITED P AND I 503148017 Chase ACCREDITED P AND I 503078519 Chase ACCREDITED P AND I 503242507 Chase ACCREDITED P AND I 503184968 Chase ACCREDITED P AND I 504269682 Chase ACCREDITED P AND I 504089767 Chase ACCREDITED INTEREST ONLY 504157854 Chase ACCREDITED P AND I 504123445 Chase ACCREDITED P AND I 504134427 Chase ACCREDITED P AND I 503116153 Chase ACCREDITED P AND I 502233981 Chase ACCREDITED P AND I 503172982 Chase ACCREDITED INTEREST ONLY 503228818 Chase ACCREDITED P AND I 503148078 Chase ACCREDITED INTEREST ONLY 503184626 Chase ACCREDITED P AND I 503216701 Chase ACCREDITED P AND I 504134397 Chase ACCREDITED P AND I 503243371 Chase ACCREDITED P AND I 503285593 Chase ACCREDITED INTEREST ONLY 504227142 Chase ACCREDITED INTEREST ONLY 504146123 Chase ACCREDITED INTEREST ONLY 504158181 Chase ACCREDITED P AND I 503285581 Chase ACCREDITED P AND I 504180171 Chase ACCREDITED P AND I 503229570 Chase ACCREDITED P AND I 504227163 Chase ACCREDITED P AND I 504134274 Chase ACCREDITED P AND I 504226420 Chase ACCREDITED INTEREST ONLY 503298160 Chase ACCREDITED P AND I 504146127 Chase ACCREDITED P AND I 504122962 Chase ACCREDITED P AND I 503148181 Chase ACCREDITED P AND I 503254985 Chase ACCREDITED P AND I 503093003 Chase ACCREDITED P AND I 504158772 Chase ACCREDITED P AND I 503147301 Chase ACCREDITED P AND I 504053877 Chase ACCREDITED P AND I 503297541 Chase ACCREDITED P AND I 503173273 Chase ACCREDITED P AND I 503092005 Chase ACCREDITED P AND I 504215504 Chase ACCREDITED INTEREST ONLY 503254292 Chase ACCREDITED P AND I 503022407 Chase ACCREDITED P AND I 503217113 Chase ACCREDITED P AND I 504065561 Chase ACCREDITED P AND I 504192017 Chase ACCREDITED P AND I 503309346 Chase ACCREDITED INTEREST ONLY 504066071 Chase ACCREDITED P AND I 504077683 Chase ACCREDITED INTEREST ONLY 503147299 Chase ACCREDITED P AND I 504146017 Chase ACCREDITED P AND I 503243584 Chase ACCREDITED P AND I 504054908 Chase ACCREDITED P AND I 503254090 Chase ACCREDITED P AND I 501137160 Chase ACCREDITED P AND I 503079234 Chase ACCREDITED P AND I 503080563 Chase ACCREDITED P AND I 503242338 Chase ACCREDITED P AND I 504226444 Chase ACCREDITED INTEREST ONLY 503092038 Chase ACCREDITED P AND I 503242999 Chase ACCREDITED P AND I 503254355 Chase ACCREDITED P AND I 503228855 Chase ACCREDITED P AND I 503217519 Chase ACCREDITED P AND I 501250097 Chase ACCREDITED P AND I 503011782 Chase ACCREDITED P AND I 503297795 Chase ACCREDITED P AND I 503161571 Chase ACCREDITED P AND I 503147326 Chase ACCREDITED P AND I 504260143 Chase ACCREDITED P AND I 504145832 Chase ACCREDITED P AND I 503231670 Chase ACCREDITED P AND I 503319724 Chase ACCREDITED P AND I 504123842 Chase ACCREDITED P AND I 504134343 Chase ACCREDITED P AND I 503232040 Chase ACCREDITED P AND I 503216812 Chase ACCREDITED INTEREST ONLY 504089845 Chase ACCREDITED INTEREST ONLY 504065825 Chase ACCREDITED P AND I 503046181 Chase ACCREDITED P AND I 503217870 Chase ACCREDITED P AND I 503286688 Chase ACCREDITED INTEREST ONLY 503231964 Chase ACCREDITED P AND I 503162286 Chase ACCREDITED P AND I 504134322 Chase ACCREDITED INTEREST ONLY 504111207 Chase ACCREDITED INTEREST ONLY 503162461 Chase ACCREDITED INTEREST ONLY 503161002 Chase ACCREDITED P AND I 504134155 Chase ACCREDITED P AND I 504237547 Chase ACCREDITED P AND I 503242419 Chase ACCREDITED P AND I 502222972 Chase ACCREDITED P AND I 503047414 Chase ACCREDITED P AND I 503104637 Chase ACCREDITED INTEREST ONLY 503308756 Chase ACCREDITED P AND I 504135653 Chase ACCREDITED P AND I 504053982 Chase ACCREDITED P AND I 504147484 Chase ACCREDITED P AND I 504146049 Chase ACCREDITED P AND I 503081442 Chase ACCREDITED P AND I 503308479 Chase ACCREDITED P AND I 503092100 Chase ACCREDITED P AND I 504134848 Chase ACCREDITED P AND I 503255214 Chase ACCREDITED P AND I 502247317 Chase ACCREDITED P AND I 504180347 Chase ACCREDITED INTEREST ONLY 503091858 Chase ACCREDITED P AND I 504122319 Chase ACCREDITED P AND I 503242410 Chase ACCREDITED P AND I 504065789 Chase ACCREDITED P AND I 504269683 Chase ACCREDITED P AND I 503297064 Chase ACCREDITED P AND I 503254224 Chase ACCREDITED P AND I 503218072 Chase ACCREDITED P AND I 504146166 Chase ACCREDITED INTEREST ONLY 503220233 Chase ACCREDITED P AND I 503046994 Chase ACCREDITED P AND I 502168229 Chase ACCREDITED P AND I 504134445 Chase ACCREDITED P AND I 501111350 Chase ACCREDITED P AND I 503308517 Chase ACCREDITED INTEREST ONLY 503093040 Chase ACCREDITED P AND I 504122736 Chase ACCREDITED P AND I 504122381 Chase ACCREDITED P AND I 503080053 Chase ACCREDITED P AND I 502247001 Chase ACCREDITED P AND I 502258336 Chase ACCREDITED P AND I 503035275 Chase ACCREDITED P AND I 502289009 Chase ACCREDITED P AND I 502042903 Chase ACCREDITED P AND I 502258607 Chase ACCREDITED P AND I 503159762 Chase ACCREDITED P AND I 504158480 Chase ACCREDITED INTEREST ONLY 503022609 Chase ACCREDITED P AND I 503035104 Chase ACCREDITED P AND I 502030509 Chase ACCREDITED P AND I 504146194 Chase ACCREDITED P AND I 504146265 Chase ACCREDITED P AND I 504146831 Chase ACCREDITED INTEREST ONLY 503104041 Chase ACCREDITED P AND I 503092332 Chase ACCREDITED P AND I 504146992 Chase ACCREDITED P AND I 504123509 Chase ACCREDITED INTEREST ONLY 503010846 Chase ACCREDITED P AND I 503103840 Chase ACCREDITED P AND I 504237561 Chase ACCREDITED P AND I 501215732 Chase ACCREDITED INTEREST ONLY 503172956 Chase ACCREDITED INTEREST ONLY 504122383 Chase ACCREDITED P AND I 502222028 Chase ACCREDITED P AND I 504145833 Chase ACCREDITED INTEREST ONLY 503035482 Chase ACCREDITED P AND I 503078084 Chase ACCREDITED P AND I 503218002 Chase ACCREDITED P AND I 503022631 Chase ACCREDITED P AND I 502288872 Chase ACCREDITED P AND I 503255198 Chase ACCREDITED P AND I 503104001 Chase ACCREDITED P AND I 411221520 Chase ACCREDITED P AND I 503093187 Chase ACCREDITED INTEREST ONLY 502180469 Chase ACCREDITED P AND I 502280373 Chase ACCREDITED P AND I 503230953 Chase ACCREDITED P AND I 503080410 Chase ACCREDITED P AND I 504066116 Chase ACCREDITED INTEREST ONLY 503231559 Chase ACCREDITED P AND I 502235172 Chase ACCREDITED P AND I 412236850 Chase ACCREDITED P AND I 503217168 Chase ACCREDITED P AND I 503173018 Chase ACCREDITED P AND I 503010837 Chase ACCREDITED P AND I 504226858 Chase ACCREDITED P AND I 502028904 Chase ACCREDITED P AND I 503115862 Chase ACCREDITED P AND I 501124617 Chase ACCREDITED P AND I 502223559 Chase ACCREDITED INTEREST ONLY 502234806 Chase ACCREDITED P AND I 502180228 Chase ACCREDITED INTEREST ONLY 503022836 Chase ACCREDITED P AND I 502097080 Chase ACCREDITED P AND I 503231239 Chase ACCREDITED P AND I 501261759 Chase ACCREDITED P AND I 502289071 Chase ACCREDITED P AND I 503093336 Chase ACCREDITED P AND I 503172995 Chase ACCREDITED P AND I 501260763 Chase ACCREDITED P AND I 502166604 Chase ACCREDITED P AND I 503079502 Chase ACCREDITED INTEREST ONLY 503047387 Chase ACCREDITED P AND I 501179790 Chase ACCREDITED P AND I 503034730 Chase ACCREDITED P AND I 504123230 Chase ACCREDITED P AND I 502268787 Chase ACCREDITED P AND I 501315974 Chase ACCREDITED P AND I 503023279 Chase ACCREDITED P AND I 503173889 Chase ACCREDITED P AND I 503089677 Chase ACCREDITED P AND I 502154849 Chase ACCREDITED P AND I 411119704 Chase ACCREDITED P AND I 501272262 Chase ACCREDITED P AND I 503104049 Chase ACCREDITED P AND I 501101233 Chase ACCREDITED P AND I 502180248 Chase ACCREDITED P AND I 503011036 Chase ACCREDITED P AND I 501315731 Chase ACCREDITED P AND I 501261599 Chase ACCREDITED P AND I 502042031 Chase ACCREDITED P AND I 502085462 Chase ACCREDITED P AND I 501067187 Chase ACCREDITED P AND I 503022916 Chase ACCREDITED P AND I 412091504 Chase ACCREDITED P AND I 502181271 Chase ACCREDITED P AND I 501258846 Chase ACCREDITED P AND I 501248038 Chase ACCREDITED P AND I 502167356 Chase ACCREDITED P AND I 502111621 Chase ACCREDITED P AND I 503184748 Chase ACCREDITED P AND I 503297043 Chase ACCREDITED INTEREST ONLY 502168173 Chase ACCREDITED P AND I 503242624 Chase ACCREDITED P AND I 502180785 Chase ACCREDITED P AND I 503228417 Chase ACCREDITED P AND I 504134209 Chase ACCREDITED P AND I 502180740 Chase ACCREDITED P AND I 504077705 Chase ACCREDITED P AND I 503243258 Chase ACCREDITED P AND I 504134982 Chase ACCREDITED P AND I 504134384 Chase ACCREDITED P AND I 411038677 Chase ACCREDITED P AND I 504089820 Chase ACCREDITED P AND I 501135889 Chase ACCREDITED P AND I 411164322 Chase ACCREDITED P AND I 501193155 Chase ACCREDITED P AND I 504054025 Chase ACCREDITED P AND I 502180434 Chase ACCREDITED P AND I 408209912 Chase ACCREDITED P AND I 501192155 Chase ACCREDITED P AND I 501216097 Chase ACCREDITED P AND I 504191992 Chase ACCREDITED P AND I 503184940 Chase ACCREDITED P AND I 502029417 Chase ACCREDITED P AND I 412145562 Chase ACCREDITED P AND I 502109195 Chase ACCREDITED P AND I 502180534 Chase ACCREDITED P AND I 503046751 Chase ACCREDITED P AND I 502178658 Chase ACCREDITED P AND I 503010897 Chase ACCREDITED P AND I 504180040 Chase ACCREDITED INTEREST ONLY 504066852 Chase ACCREDITED P AND I 502257369 Chase ACCREDITED P AND I 503228252 Chase ACCREDITED P AND I 502258157 Chase ACCREDITED P AND I 501261203 Chase ACCREDITED P AND I 504065603 Chase ACCREDITED P AND I 503308412 Chase ACCREDITED P AND I 503254470 Chase ACCREDITED P AND I 504180145 Chase ACCREDITED P AND I 503159503 Chase ACCREDITED P AND I 504180643 Chase ACCREDITED INTEREST ONLY 503091969 Chase ACCREDITED P AND I 503092023 Chase ACCREDITED P AND I 504135205 Chase ACCREDITED P AND I 504189291 Chase ACCREDITED P AND I 504158308 Chase ACCREDITED P AND I 504271288 Chase ACCREDITED P AND I 53603585 Chase FIRST HORIZON P AND I 52869500 Chase FIRST HORIZON P AND I 53425203 Chase FIRST HORIZON P AND I 52439627 Chase FIRST HORIZON P AND I 53411633 Chase FIRST HORIZON P AND I 52656907 Chase FIRST HORIZON P AND I 52755790 Chase FIRST HORIZON P AND I 53561270 Chase FIRST HORIZON P AND I 53599478 Chase FIRST HORIZON P AND I 52319605 Chase FIRST HORIZON P AND I 53287900 Chase FIRST HORIZON P AND I 53136248 Chase FIRST HORIZON P AND I 53733101 Chase FIRST HORIZON P AND I 53361127 Chase FIRST HORIZON P AND I 53535266 Chase FIRST HORIZON P AND I 53493342 Chase FIRST HORIZON P AND I 53448585 Chase FIRST HORIZON P AND I 53689378 Chase FIRST HORIZON P AND I 53272761 Chase FIRST HORIZON P AND I 53712337 Chase FIRST HORIZON P AND I 52701851 Chase FIRST HORIZON P AND I 52834868 Chase FIRST HORIZON P AND I 53525788 Chase FIRST HORIZON P AND I 52973427 Chase FIRST HORIZON P AND I 53430203 Chase FIRST HORIZON P AND I 53219903 Chase FIRST HORIZON P AND I 52547502 Chase FIRST HORIZON P AND I 53188454 Chase FIRST HORIZON P AND I 53380945 Chase FIRST HORIZON P AND I 53577375 Chase FIRST HORIZON P AND I 53668059 Chase FIRST HORIZON P AND I 53466629 Chase FIRST HORIZON P AND I 52918042 Chase FIRST HORIZON P AND I 53254033 Chase FIRST HORIZON P AND I 53519336 Chase FIRST HORIZON P AND I 53604567 Chase FIRST HORIZON P AND I 53614228 Chase FIRST HORIZON P AND I 52786944 Chase FIRST HORIZON P AND I 53401097 Chase FIRST HORIZON P AND I 53709721 Chase FIRST HORIZON P AND I 53627782 Chase FIRST HORIZON P AND I 52934403 Chase FIRST HORIZON P AND I 53700084 Chase FIRST HORIZON P AND I 53691580 Chase FIRST HORIZON P AND I 53358206 Chase FIRST HORIZON P AND I 53479788 Chase FIRST HORIZON P AND I 53025474 Chase FIRST HORIZON P AND I 52669025 Chase FIRST HORIZON P AND I 53340956 Chase FIRST HORIZON P AND I 53600367 Chase FIRST HORIZON P AND I 52364304 Chase FIRST HORIZON P AND I 52647575 Chase FIRST HORIZON P AND I 53292348 Chase FIRST HORIZON P AND I 53379251 Chase FIRST HORIZON P AND I 53386009 Chase FIRST HORIZON P AND I 53402285 Chase FIRST HORIZON P AND I 53425336 Chase FIRST HORIZON P AND I 53435772 Chase FIRST HORIZON P AND I 53500823 Chase FIRST HORIZON P AND I 53521035 Chase FIRST HORIZON P AND I 53565297 Chase FIRST HORIZON P AND I 53566311 Chase FIRST HORIZON P AND I 53577094 Chase FIRST HORIZON P AND I 53577763 Chase FIRST HORIZON P AND I 53578019 Chase FIRST HORIZON P AND I 53582326 Chase FIRST HORIZON P AND I 53595054 Chase FIRST HORIZON P AND I 53606547 Chase FIRST HORIZON P AND I 53627345 Chase FIRST HORIZON P AND I 53648937 Chase FIRST HORIZON P AND I 53649331 Chase FIRST HORIZON P AND I 53668612 Chase FIRST HORIZON P AND I 53709101 Chase FIRST HORIZON P AND I 53710794 Chase FIRST HORIZON P AND I 53738100 Chase FIRST HORIZON P AND I 53755567 Chase FIRST HORIZON P AND I 53870242 Chase FIRST HORIZON P AND I 53551149 Chase FIRST HORIZON P AND I 53527230 Chase FIRST HORIZON P AND I 53174652 Chase FIRST HORIZON P AND I 53352241 Chase FIRST HORIZON P AND I 52967163 Chase FIRST HORIZON P AND I 52625134 Chase FIRST HORIZON P AND I 53060521 Chase FIRST HORIZON P AND I 53194213 Chase FIRST HORIZON P AND I 53303277 Chase FIRST HORIZON P AND I 53407060 Chase FIRST HORIZON P AND I 53464244 Chase FIRST HORIZON P AND I 53470654 Chase FIRST HORIZON P AND I 53479580 Chase FIRST HORIZON P AND I 53479952 Chase FIRST HORIZON P AND I 53488953 Chase FIRST HORIZON P AND I 53490884 Chase FIRST HORIZON P AND I 53518882 Chase FIRST HORIZON P AND I 53560165 Chase FIRST HORIZON P AND I 53565362 Chase FIRST HORIZON P AND I 53579231 Chase FIRST HORIZON P AND I 53631768 Chase FIRST HORIZON P AND I 53723607 Chase FIRST HORIZON P AND I 53731287 Chase FIRST HORIZON P AND I 53738431 Chase FIRST HORIZON P AND I 53172805 Chase FIRST HORIZON P AND I 53673158 Chase FIRST HORIZON P AND I 53444584 Chase FIRST HORIZON P AND I 53632287 Chase FIRST HORIZON P AND I 53771846 Chase FIRST HORIZON P AND I 53371779 Chase FIRST HORIZON P AND I 52292067 Chase FIRST HORIZON P AND I 53073078 Chase FIRST HORIZON P AND I 52949542 Chase FIRST HORIZON P AND I 52545878 Chase FIRST HORIZON P AND I 52594553 Chase FIRST HORIZON P AND I 52618832 Chase FIRST HORIZON P AND I 52915733 Chase FIRST HORIZON P AND I 52745700 Chase FIRST HORIZON P AND I 52631470 Chase FIRST HORIZON P AND I 53168431 Chase FIRST HORIZON P AND I 52760360 Chase FIRST HORIZON P AND I 53442141 Chase FIRST HORIZON P AND I 52976123 Chase FIRST HORIZON P AND I 53097424 Chase FIRST HORIZON P AND I 53113734 Chase FIRST HORIZON P AND I 53172383 Chase FIRST HORIZON P AND I 53200077 Chase FIRST HORIZON P AND I 53233169 Chase FIRST HORIZON P AND I 53237772 Chase FIRST HORIZON P AND I 53306742 Chase FIRST HORIZON P AND I 53322046 Chase FIRST HORIZON P AND I 53329751 Chase FIRST HORIZON P AND I 53341756 Chase FIRST HORIZON P AND I 53348934 Chase FIRST HORIZON P AND I 53365060 Chase FIRST HORIZON P AND I 53367389 Chase FIRST HORIZON P AND I 53368932 Chase FIRST HORIZON P AND I 53377503 Chase FIRST HORIZON P AND I 53378196 Chase FIRST HORIZON P AND I 53409025 Chase FIRST HORIZON P AND I 53426060 Chase FIRST HORIZON P AND I 53457511 Chase FIRST HORIZON P AND I 53466991 Chase FIRST HORIZON P AND I 53470852 Chase FIRST HORIZON P AND I 53479481 Chase FIRST HORIZON P AND I 53518528 Chase FIRST HORIZON P AND I 53520557 Chase FIRST HORIZON P AND I 53521266 Chase FIRST HORIZON P AND I 53526752 Chase FIRST HORIZON P AND I 53540068 Chase FIRST HORIZON P AND I 53544003 Chase FIRST HORIZON P AND I 53555157 Chase FIRST HORIZON P AND I 53567467 Chase FIRST HORIZON P AND I 53569257 Chase FIRST HORIZON P AND I 53595757 Chase FIRST HORIZON P AND I 53600052 Chase FIRST HORIZON P AND I 53600102 Chase FIRST HORIZON P AND I 53625596 Chase FIRST HORIZON P AND I 53651568 Chase FIRST HORIZON P AND I 53667515 Chase FIRST HORIZON P AND I 53672515 Chase FIRST HORIZON P AND I 53680088 Chase FIRST HORIZON P AND I 53687380 Chase FIRST HORIZON P AND I 53702569 Chase FIRST HORIZON P AND I 53708657 Chase FIRST HORIZON P AND I 53719670 Chase FIRST HORIZON P AND I 53721254 Chase FIRST HORIZON P AND I 53723524 Chase FIRST HORIZON P AND I 53743829 Chase FIRST HORIZON P AND I 53808754 Chase FIRST HORIZON P AND I 53213526 Chase FIRST HORIZON P AND I 53310058 Chase FIRST HORIZON P AND I 53697710 Chase FIRST HORIZON P AND I 53497509 Chase FIRST HORIZON P AND I 53561122 Chase FIRST HORIZON P AND I 53438107 Chase FIRST HORIZON P AND I 52111952 Chase FIRST HORIZON P AND I 52804325 Chase FIRST HORIZON P AND I 52731619 Chase FIRST HORIZON P AND I 52691581 Chase FIRST HORIZON P AND I 52341146 Chase FIRST HORIZON P AND I 53291910 Chase FIRST HORIZON P AND I 53238051 Chase FIRST HORIZON P AND I 53263422 Chase FIRST HORIZON P AND I 53448676 Chase FIRST HORIZON P AND I 53463683 Chase FIRST HORIZON P AND I 53519633 Chase FIRST HORIZON P AND I 53539623 Chase FIRST HORIZON P AND I 53540076 Chase FIRST HORIZON P AND I 53614947 Chase FIRST HORIZON P AND I 53619268 Chase FIRST HORIZON P AND I 53631487 Chase FIRST HORIZON P AND I 53678330 Chase FIRST HORIZON P AND I 53708376 Chase FIRST HORIZON P AND I 53772588 Chase FIRST HORIZON P AND I 53796587 Chase FIRST HORIZON P AND I 53499984 Chase FIRST HORIZON P AND I 53098679 Chase FIRST HORIZON P AND I 52005600 Chase FIRST HORIZON P AND I 53417838 Chase FIRST HORIZON P AND I 53166922 Chase FIRST HORIZON P AND I 52915519 Chase FIRST HORIZON P AND I 52950946 Chase FIRST HORIZON P AND I 52903523 Chase FIRST HORIZON P AND I 53080321 Chase FIRST HORIZON P AND I 53130001 Chase FIRST HORIZON P AND I 53210282 Chase FIRST HORIZON P AND I 52578689 Chase FIRST HORIZON P AND I 53484499 Chase FIRST HORIZON P AND I 53426029 Chase FIRST HORIZON P AND I 52657517 Chase FIRST HORIZON P AND I 52894144 Chase FIRST HORIZON P AND I 50432699 Chase FIRST HORIZON P AND I 52520079 Chase FIRST HORIZON P AND I 52489044 Chase FIRST HORIZON P AND I 52847175 Chase FIRST HORIZON P AND I 52340122 Chase FIRST HORIZON P AND I 53012688 Chase FIRST HORIZON P AND I 52826211 Chase FIRST HORIZON P AND I 53174892 Chase FIRST HORIZON P AND I 52989431 Chase FIRST HORIZON P AND I 53639886 Chase FIRST HORIZON P AND I 52287323 Chase FIRST HORIZON P AND I 53188439 Chase FIRST HORIZON P AND I 53613899 Chase FIRST HORIZON P AND I 53457644 Chase FIRST HORIZON P AND I 52831773 Chase FIRST HORIZON P AND I 53500765 Chase FIRST HORIZON P AND I 53132569 Chase FIRST HORIZON P AND I 52673654 Chase FIRST HORIZON P AND I 53024634 Chase FIRST HORIZON P AND I 53070876 Chase FIRST HORIZON P AND I 53072310 Chase FIRST HORIZON P AND I 53190856 Chase FIRST HORIZON P AND I 53219515 Chase FIRST HORIZON P AND I 53238036 Chase FIRST HORIZON P AND I 53253407 Chase FIRST HORIZON P AND I 53268124 Chase FIRST HORIZON P AND I 53268157 Chase FIRST HORIZON P AND I 53277208 Chase FIRST HORIZON P AND I 53306221 Chase FIRST HORIZON P AND I 53314993 Chase FIRST HORIZON P AND I 53339537 Chase FIRST HORIZON P AND I 53359154 Chase FIRST HORIZON P AND I 53376992 Chase FIRST HORIZON P AND I 53384210 Chase FIRST HORIZON P AND I 53392304 Chase FIRST HORIZON P AND I 53419990 Chase FIRST HORIZON P AND I 53421392 Chase FIRST HORIZON P AND I 53425294 Chase FIRST HORIZON P AND I 53427241 Chase FIRST HORIZON P AND I 53445300 Chase FIRST HORIZON P AND I 53445961 Chase FIRST HORIZON P AND I 53448247 Chase FIRST HORIZON P AND I 53465720 Chase FIRST HORIZON P AND I 53470050 Chase FIRST HORIZON P AND I 53472734 Chase FIRST HORIZON P AND I 53480273 Chase FIRST HORIZON P AND I 53482626 Chase FIRST HORIZON P AND I 53484168 Chase FIRST HORIZON P AND I 53489837 Chase FIRST HORIZON P AND I 53492708 Chase FIRST HORIZON P AND I 53502506 Chase FIRST HORIZON P AND I 53505640 Chase FIRST HORIZON P AND I 53505731 Chase FIRST HORIZON P AND I 53506051 Chase FIRST HORIZON P AND I 53521134 Chase FIRST HORIZON P AND I 53521886 Chase FIRST HORIZON P AND I 53538047 Chase FIRST HORIZON P AND I 53538732 Chase FIRST HORIZON P AND I 53539474 Chase FIRST HORIZON P AND I 53546875 Chase FIRST HORIZON P AND I 53548616 Chase FIRST HORIZON P AND I 53554440 Chase FIRST HORIZON P AND I 53561163 Chase FIRST HORIZON P AND I 53562443 Chase FIRST HORIZON P AND I 53566485 Chase FIRST HORIZON P AND I 53581757 Chase FIRST HORIZON P AND I 53586152 Chase FIRST HORIZON P AND I 53587358 Chase FIRST HORIZON P AND I 53595013 Chase FIRST HORIZON P AND I 53595799 Chase FIRST HORIZON P AND I 53596185 Chase FIRST HORIZON P AND I 53601217 Chase FIRST HORIZON P AND I 53606984 Chase FIRST HORIZON P AND I 53614640 Chase FIRST HORIZON P AND I 53621785 Chase FIRST HORIZON P AND I 53622114 Chase FIRST HORIZON P AND I 53622569 Chase FIRST HORIZON P AND I 53623310 Chase FIRST HORIZON P AND I 53624813 Chase FIRST HORIZON P AND I 53631743 Chase FIRST HORIZON P AND I 53636189 Chase FIRST HORIZON P AND I 53638565 Chase FIRST HORIZON P AND I 53643797 Chase FIRST HORIZON P AND I 53648192 Chase FIRST HORIZON P AND I 53648218 Chase FIRST HORIZON P AND I 53655296 Chase FIRST HORIZON P AND I 53658191 Chase FIRST HORIZON P AND I 53670246 Chase FIRST HORIZON P AND I 53670667 Chase FIRST HORIZON P AND I 53687620 Chase FIRST HORIZON P AND I 53689287 Chase FIRST HORIZON P AND I 53692109 Chase FIRST HORIZON P AND I 53708939 Chase FIRST HORIZON P AND I 53719696 Chase FIRST HORIZON P AND I 53720306 Chase FIRST HORIZON P AND I 53729935 Chase FIRST HORIZON P AND I 53736633 Chase FIRST HORIZON P AND I 53750014 Chase FIRST HORIZON P AND I 53758512 Chase FIRST HORIZON P AND I 53758611 Chase FIRST HORIZON P AND I 53774170 Chase FIRST HORIZON P AND I 53774535 Chase FIRST HORIZON P AND I 53776837 Chase FIRST HORIZON P AND I 53780870 Chase FIRST HORIZON P AND I 53795084 Chase FIRST HORIZON P AND I 53797965 Chase FIRST HORIZON P AND I 53798054 Chase FIRST HORIZON P AND I 53799896 Chase FIRST HORIZON P AND I 53807236 Chase FIRST HORIZON P AND I 53812095 Chase FIRST HORIZON P AND I 53814422 Chase FIRST HORIZON P AND I 53814877 Chase FIRST HORIZON P AND I 53816930 Chase FIRST HORIZON P AND I 53826939 Chase FIRST HORIZON P AND I 53846093 Chase FIRST HORIZON P AND I 53859559 Chase FIRST HORIZON P AND I 53531166 Chase FIRST HORIZON INTEREST ONLY 52884640 Chase FIRST HORIZON INTEREST ONLY 53647319 Chase FIRST HORIZON INTEREST ONLY 53543070 Chase FIRST HORIZON INTEREST ONLY 53574265 Chase FIRST HORIZON INTEREST ONLY 53755955 Chase FIRST HORIZON INTEREST ONLY 53531240 Chase FIRST HORIZON INTEREST ONLY 53460887 Chase FIRST HORIZON INTEREST ONLY 53238804 Chase FIRST HORIZON INTEREST ONLY 53464186 Chase FIRST HORIZON INTEREST ONLY 53322574 Chase FIRST HORIZON INTEREST ONLY 53208153 Chase FIRST HORIZON INTEREST ONLY 53182606 Chase FIRST HORIZON INTEREST ONLY 53419982 Chase FIRST HORIZON INTEREST ONLY 53424958 Chase FIRST HORIZON INTEREST ONLY 53467981 Chase FIRST HORIZON INTEREST ONLY 53474300 Chase FIRST HORIZON INTEREST ONLY 53479549 Chase FIRST HORIZON INTEREST ONLY 53513339 Chase FIRST HORIZON INTEREST ONLY 53543716 Chase FIRST HORIZON INTEREST ONLY 53622023 Chase FIRST HORIZON INTEREST ONLY 53727210 Chase FIRST HORIZON INTEREST ONLY 53817938 Chase FIRST HORIZON INTEREST ONLY 53346193 Chase FIRST HORIZON INTEREST ONLY 53607602 Chase FIRST HORIZON INTEREST ONLY 53235875 Chase FIRST HORIZON INTEREST ONLY 53480513 Chase FIRST HORIZON INTEREST ONLY 53296273 Chase FIRST HORIZON INTEREST ONLY 52994175 Chase FIRST HORIZON INTEREST ONLY 49783244 Chase FIRST HORIZON INTEREST ONLY 52823010 Chase FIRST HORIZON INTEREST ONLY 52763240 Chase FIRST HORIZON INTEREST ONLY 53143392 Chase FIRST HORIZON INTEREST ONLY 53321378 Chase FIRST HORIZON INTEREST ONLY 53095709 Chase FIRST HORIZON INTEREST ONLY 53376414 Chase FIRST HORIZON INTEREST ONLY 53033007 Chase FIRST HORIZON INTEREST ONLY 53473740 Chase FIRST HORIZON INTEREST ONLY 53477212 Chase FIRST HORIZON INTEREST ONLY 53482667 Chase FIRST HORIZON INTEREST ONLY 53493375 Chase FIRST HORIZON INTEREST ONLY 53502399 Chase FIRST HORIZON INTEREST ONLY 53504064 Chase FIRST HORIZON INTEREST ONLY 53544391 Chase FIRST HORIZON INTEREST ONLY 53594529 Chase FIRST HORIZON INTEREST ONLY 53630695 Chase FIRST HORIZON INTEREST ONLY 53630794 Chase FIRST HORIZON INTEREST ONLY 53679718 Chase FIRST HORIZON INTEREST ONLY 53688701 Chase FIRST HORIZON INTEREST ONLY 53698247 Chase FIRST HORIZON INTEREST ONLY 53717179 Chase FIRST HORIZON INTEREST ONLY 53723649 Chase FIRST HORIZON INTEREST ONLY 53812277 Chase FIRST HORIZON INTEREST ONLY 53825006 Chase FIRST HORIZON INTEREST ONLY 53574398 Chase FIRST HORIZON INTEREST ONLY 53480091 Chase FIRST HORIZON INTEREST ONLY 53057147 Chase FIRST HORIZON INTEREST ONLY 49680234 Chase FIRST HORIZON INTEREST ONLY 53178158 Chase FIRST HORIZON INTEREST ONLY 53537940 Chase FIRST HORIZON INTEREST ONLY 53609277 Chase FIRST HORIZON INTEREST ONLY 53240321 Chase FIRST HORIZON INTEREST ONLY 53495370 Chase FIRST HORIZON INTEREST ONLY 52840949 Chase FIRST HORIZON INTEREST ONLY 52914983 Chase FIRST HORIZON INTEREST ONLY 52919537 Chase FIRST HORIZON INTEREST ONLY 52959582 Chase FIRST HORIZON INTEREST ONLY 52671088 Chase FIRST HORIZON INTEREST ONLY 52479391 Chase FIRST HORIZON INTEREST ONLY 52627106 Chase FIRST HORIZON INTEREST ONLY 52765047 Chase FIRST HORIZON INTEREST ONLY 52239068 Chase FIRST HORIZON INTEREST ONLY 52807948 Chase FIRST HORIZON INTEREST ONLY 52869872 Chase FIRST HORIZON INTEREST ONLY 53426292 Chase FIRST HORIZON INTEREST ONLY 53480638 Chase FIRST HORIZON INTEREST ONLY 53063533 Chase FIRST HORIZON INTEREST ONLY 52583952 Chase FIRST HORIZON INTEREST ONLY 53632527 Chase FIRST HORIZON INTEREST ONLY 53556353 Chase FIRST HORIZON INTEREST ONLY 53479598 Chase FIRST HORIZON INTEREST ONLY 53661039 Chase FIRST HORIZON INTEREST ONLY 52140894 Chase FIRST HORIZON INTEREST ONLY 53010146 Chase FIRST HORIZON INTEREST ONLY 53088662 Chase FIRST HORIZON INTEREST ONLY 53196895 Chase FIRST HORIZON INTEREST ONLY 53230397 Chase FIRST HORIZON INTEREST ONLY 53260881 Chase FIRST HORIZON INTEREST ONLY 53278073 Chase FIRST HORIZON INTEREST ONLY 53302139 Chase FIRST HORIZON INTEREST ONLY 53309233 Chase FIRST HORIZON INTEREST ONLY 53310991 Chase FIRST HORIZON INTEREST ONLY 53318762 Chase FIRST HORIZON INTEREST ONLY 53321139 Chase FIRST HORIZON INTEREST ONLY 53340048 Chase FIRST HORIZON INTEREST ONLY 53357117 Chase FIRST HORIZON INTEREST ONLY 53371654 Chase FIRST HORIZON INTEREST ONLY 53382545 Chase FIRST HORIZON INTEREST ONLY 53418497 Chase FIRST HORIZON INTEREST ONLY 53428611 Chase FIRST HORIZON INTEREST ONLY 53428835 Chase FIRST HORIZON INTEREST ONLY 53446563 Chase FIRST HORIZON INTEREST ONLY 53458717 Chase FIRST HORIZON INTEREST ONLY 53467114 Chase FIRST HORIZON INTEREST ONLY 53468104 Chase FIRST HORIZON INTEREST ONLY 53471967 Chase FIRST HORIZON INTEREST ONLY 53497467 Chase FIRST HORIZON INTEREST ONLY 53506127 Chase FIRST HORIZON INTEREST ONLY 53519294 Chase FIRST HORIZON INTEREST ONLY 53519351 Chase FIRST HORIZON INTEREST ONLY 53525143 Chase FIRST HORIZON INTEREST ONLY 53527040 Chase FIRST HORIZON INTEREST ONLY 53529327 Chase FIRST HORIZON INTEREST ONLY 53529624 Chase FIRST HORIZON INTEREST ONLY 53530218 Chase FIRST HORIZON INTEREST ONLY 53533675 Chase FIRST HORIZON INTEREST ONLY 53537643 Chase FIRST HORIZON INTEREST ONLY 53547543 Chase FIRST HORIZON INTEREST ONLY 53563847 Chase FIRST HORIZON INTEREST ONLY 53571097 Chase FIRST HORIZON INTEREST ONLY 53577839 Chase FIRST HORIZON INTEREST ONLY 53581310 Chase FIRST HORIZON INTEREST ONLY 53583951 Chase FIRST HORIZON INTEREST ONLY 53590865 Chase FIRST HORIZON INTEREST ONLY 53591798 Chase FIRST HORIZON INTEREST ONLY 53594859 Chase FIRST HORIZON INTEREST ONLY 53594883 Chase FIRST HORIZON INTEREST ONLY 53602132 Chase FIRST HORIZON INTEREST ONLY 53617320 Chase FIRST HORIZON INTEREST ONLY 53644324 Chase FIRST HORIZON INTEREST ONLY 53648697 Chase FIRST HORIZON INTEREST ONLY 53653853 Chase FIRST HORIZON INTEREST ONLY 53678520 Chase FIRST HORIZON INTEREST ONLY 53687083 Chase FIRST HORIZON INTEREST ONLY 53695763 Chase FIRST HORIZON INTEREST ONLY 53711206 Chase FIRST HORIZON INTEREST ONLY 53712394 Chase FIRST HORIZON INTEREST ONLY 53721460 Chase FIRST HORIZON INTEREST ONLY 53726527 Chase FIRST HORIZON INTEREST ONLY 53732681 Chase FIRST HORIZON INTEREST ONLY 53734216 Chase FIRST HORIZON INTEREST ONLY 53742045 Chase FIRST HORIZON INTEREST ONLY 53743779 Chase FIRST HORIZON INTEREST ONLY 53750311 Chase FIRST HORIZON INTEREST ONLY 53758868 Chase FIRST HORIZON INTEREST ONLY 53768727 Chase FIRST HORIZON INTEREST ONLY 53771663 Chase FIRST HORIZON INTEREST ONLY 53775011 Chase FIRST HORIZON INTEREST ONLY 53789996 Chase FIRST HORIZON INTEREST ONLY 53807715 Chase FIRST HORIZON INTEREST ONLY 53830451 Chase FIRST HORIZON INTEREST ONLY 52814894 Chase FIRST HORIZON P AND I 1103356577 Countrywide IMPAC P AND I 1103368273 Countrywide IMPAC P AND I 1103373729 Countrywide IMPAC P AND I 1103374685 Countrywide IMPAC P AND I 1103375098 Countrywide IMPAC P AND I 1103379033 Countrywide IMPAC P AND I 1103379905 Countrywide IMPAC P AND I 1103380011 Countrywide IMPAC P AND I 1103386846 Countrywide IMPAC P AND I 1103387313 Countrywide IMPAC P AND I 1103389733 Countrywide IMPAC P AND I 1103392004 Countrywide IMPAC P AND I 1103392152 Countrywide IMPAC P AND I 1103392368 Countrywide IMPAC P AND I 1103393343 Countrywide IMPAC P AND I 1103399393 Countrywide IMPAC INTEREST ONLY 1103407138 Countrywide IMPAC P AND I 1103408075 Countrywide IMPAC P AND I 1103411091 Countrywide IMPAC INTEREST ONLY 2503102490 Countrywide IMPAC P AND I 2503102989 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 2503106783 Countrywide IMPAC P AND I 4503025004 Countrywide IMPAC P AND I 4503026830 Countrywide IMPAC P AND I 4503027380 Countrywide IMPAC P AND I 4503028434 Countrywide IMPAC P AND I 4503029634 Countrywide IMPAC P AND I 4503029641 Countrywide IMPAC P AND I 4503029672 Countrywide IMPAC P AND I 4503029723 Countrywide IMPAC P AND I 4503029740 Countrywide IMPAC P AND I 4503029761 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC INTEREST ONLY 4503029846 Countrywide IMPAC INTEREST ONLY 4503029859 Countrywide IMPAC P AND I 4503029912 Countrywide IMPAC P AND I 4503029930 Countrywide IMPAC P AND I 4503030013 Countrywide IMPAC P AND I 4503030050 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503030083 Countrywide IMPAC INTEREST ONLY 4503030152 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503030199 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC INTEREST ONLY 4503030209 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503030225 Countrywide IMPAC P AND I 4503030234 Countrywide IMPAC P AND I 4503030243 Countrywide IMPAC P AND I 4503030246 Countrywide IMPAC P AND I 4503030249 Countrywide IMPAC P AND I 4503030252 Countrywide IMPAC P AND I 4503030278 Countrywide IMPAC P AND I 4503030294 Countrywide IMPAC P AND I 4503030301 Countrywide IMPAC P AND I 4503030332 Countrywide IMPAC P AND I 4503030366 Countrywide IMPAC P AND I 4503030367 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC INTEREST ONLY 0000000000 Countrywide IMPAC P AND I 4503030414 Countrywide IMPAC P AND I 4503030489 Countrywide IMPAC INTEREST ONLY 4503030492 Countrywide IMPAC INTEREST ONLY 4503030496 Countrywide IMPAC INTEREST ONLY 4503030655 Countrywide IMPAC INTEREST ONLY 4503030660 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503030664 Countrywide IMPAC P AND I 4503030689 Countrywide IMPAC INTEREST ONLY 4503030693 Countrywide IMPAC P AND I 4503030696 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503030762 Countrywide IMPAC P AND I 4503030766 Countrywide IMPAC P AND I 4503030772 Countrywide IMPAC P AND I 4503030777 Countrywide IMPAC P AND I 4503030778 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503030796 Countrywide IMPAC INTEREST ONLY 4503030802 Countrywide IMPAC INTEREST ONLY 4503030813 Countrywide IMPAC P AND I 4503030826 Countrywide IMPAC P AND I 4503030830 Countrywide IMPAC INTEREST ONLY 0000000000 Countrywide IMPAC P AND I 4503030885 Countrywide IMPAC P AND I 4503030918 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503030952 Countrywide IMPAC P AND I 4503030970 Countrywide IMPAC INTEREST ONLY 4503030971 Countrywide IMPAC P AND I 4503030984 Countrywide IMPAC P AND I 4503031017 Countrywide IMPAC P AND I 4503031024 Countrywide IMPAC INTEREST ONLY 4503031038 Countrywide IMPAC P AND I 4503031044 Countrywide IMPAC P AND I 4503031045 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC INTEREST ONLY 4503031048 Countrywide IMPAC P AND I 4503031049 Countrywide IMPAC P AND I 4503031060 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031076 Countrywide IMPAC P AND I 4503031083 Countrywide IMPAC P AND I 4503031085 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031092 Countrywide IMPAC P AND I 4503031102 Countrywide IMPAC P AND I 4503031113 Countrywide IMPAC P AND I 4503031114 Countrywide IMPAC P AND I 4503031118 Countrywide IMPAC P AND I 4503031121 Countrywide IMPAC INTEREST ONLY 4503031122 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031164 Countrywide IMPAC INTEREST ONLY 4503031165 Countrywide IMPAC P AND I 4503031178 Countrywide IMPAC P AND I 4503031200 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031207 Countrywide IMPAC INTEREST ONLY 4503031208 Countrywide IMPAC P AND I 4503031221 Countrywide IMPAC P AND I 4503031238 Countrywide IMPAC P AND I 4503031239 Countrywide IMPAC P AND I 4503031246 Countrywide IMPAC P AND I 4503031251 Countrywide IMPAC P AND I 4503031253 Countrywide IMPAC INTEREST ONLY 4503031263 Countrywide IMPAC INTEREST ONLY 4503031264 Countrywide IMPAC P AND I 4503031268 Countrywide IMPAC P AND I 4503031281 Countrywide IMPAC P AND I 4503031283 Countrywide IMPAC P AND I 4503031298 Countrywide IMPAC P AND I 4503031299 Countrywide IMPAC INTEREST ONLY 0000000000 Countrywide IMPAC P AND I 4503031320 Countrywide IMPAC INTEREST ONLY 0000000000 Countrywide IMPAC P AND I 4503031345 Countrywide IMPAC P AND I 4503031379 Countrywide IMPAC INTEREST ONLY 4503031380 Countrywide IMPAC P AND I 4503031381 Countrywide IMPAC P AND I 4503031383 Countrywide IMPAC P AND I 4503031394 Countrywide IMPAC INTEREST ONLY 4503031400 Countrywide IMPAC P AND I 4503031402 Countrywide IMPAC INTEREST ONLY 0000000000 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031439 Countrywide IMPAC INTEREST ONLY 4503031451 Countrywide IMPAC P AND I 4503031453 Countrywide IMPAC P AND I 4503031464 Countrywide IMPAC P AND I 4503031471 Countrywide IMPAC INTEREST ONLY 0000000000 Countrywide IMPAC P AND I 4503031474 Countrywide IMPAC P AND I 4503031479 Countrywide IMPAC P AND I 4503031499 Countrywide IMPAC INTEREST ONLY 0000000000 Countrywide IMPAC P AND I 4503031501 Countrywide IMPAC P AND I 4503031509 Countrywide IMPAC P AND I 4503031512 Countrywide IMPAC P AND I 4503031515 Countrywide IMPAC P AND I 4503031519 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031527 Countrywide IMPAC INTEREST ONLY 4503031539 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC INTEREST ONLY 4503031550 Countrywide IMPAC P AND I 4503031555 Countrywide IMPAC P AND I 4503031571 Countrywide IMPAC P AND I 4503031578 Countrywide IMPAC INTEREST ONLY 4503031586 Countrywide IMPAC P AND I 4503031587 Countrywide IMPAC P AND I 4503031607 Countrywide IMPAC P AND I 4503031610 Countrywide IMPAC INTEREST ONLY 4503031637 Countrywide IMPAC INTEREST ONLY 4503031646 Countrywide IMPAC P AND I 4503031649 Countrywide IMPAC P AND I 4503031665 Countrywide IMPAC P AND I 4503031679 Countrywide IMPAC P AND I 4503031687 Countrywide IMPAC INTEREST ONLY 0000000000 Countrywide IMPAC P AND I 4503031696 Countrywide IMPAC INTEREST ONLY 4503031697 Countrywide IMPAC P AND I 4503031705 Countrywide IMPAC INTEREST ONLY 4503031713 Countrywide IMPAC P AND I 4503031731 Countrywide IMPAC P AND I 4503031733 Countrywide IMPAC INTEREST ONLY 4503031734 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031782 Countrywide IMPAC P AND I 4503031785 Countrywide IMPAC P AND I 4503031786 Countrywide IMPAC P AND I 4503031794 Countrywide IMPAC P AND I 4503031825 Countrywide IMPAC P AND I 4503031826 Countrywide IMPAC P AND I 4503031855 Countrywide IMPAC INTEREST ONLY 4503031863 Countrywide IMPAC P AND I 4503031865 Countrywide IMPAC P AND I 4503031882 Countrywide IMPAC INTEREST ONLY 4503031883 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC INTEREST ONLY 4503031952 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031992 Countrywide IMPAC P AND I 4503032044 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503030153 Countrywide IMPAC P AND I 4503030404 Countrywide IMPAC P AND I 4503030567 Countrywide IMPAC P AND I 4503030887 Countrywide IMPAC P AND I 4503030961 Countrywide IMPAC P AND I 4503031000 Countrywide IMPAC INTEREST ONLY 4503031011 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031063 Countrywide IMPAC P AND I 4503031094 Countrywide IMPAC INTEREST ONLY 0000000000 Countrywide IMPAC P AND I 4503031240 Countrywide IMPAC P AND I 4503031321 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031355 Countrywide IMPAC P AND I 4503031378 Countrywide IMPAC P AND I 4503031382 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC INTEREST ONLY 4503031505 Countrywide IMPAC P AND I 4503031528 Countrywide IMPAC P AND I 4503031537 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031553 Countrywide IMPAC P AND I 4503031558 Countrywide IMPAC P AND I 0000000000 Countrywide IMPAC P AND I 4503031702 Countrywide IMPAC P AND I 4503031718 Countrywide IMPAC P AND I 4503031800 Countrywide IMPAC P AND I 4503031816 Countrywide IMPAC P AND I 4503031820 Countrywide IMPAC P AND I 4503031824 Countrywide IMPAC P AND I 4503031887 Countrywide IMPAC P AND I 4503031976 Countrywide IMPAC P AND I 40212025 HomeEQ Mortgage IT P AND I 40215355 HomeEQ Mortgage IT P AND I 40217832 HomeEQ Mortgage IT P AND I 40218033 HomeEQ Mortgage IT INTEREST ONLY 40218528 HomeEQ Mortgage IT P AND I 40219082 HomeEQ Mortgage IT P AND I 40220047 HomeEQ Mortgage IT P AND I 40223333 HomeEQ Mortgage IT P AND I 40223899 HomeEQ Mortgage IT P AND I 40224894 HomeEQ Mortgage IT P AND I 40232180 HomeEQ Mortgage IT INTEREST ONLY 40232278 HomeEQ Mortgage IT INTEREST ONLY 40232526 HomeEQ Mortgage IT INTEREST ONLY 40235960 HomeEQ Mortgage IT INTEREST ONLY 40236492 HomeEQ Mortgage IT INTEREST ONLY 40237775 HomeEQ Mortgage IT INTEREST ONLY 40238198 HomeEQ Mortgage IT INTEREST ONLY 40238501 HomeEQ Mortgage IT INTEREST ONLY 40239480 HomeEQ Mortgage IT INTEREST ONLY 40239989 HomeEQ Mortgage IT P AND I 40240486 HomeEQ Mortgage IT INTEREST ONLY 40241854 HomeEQ Mortgage IT INTEREST ONLY 40245146 HomeEQ Mortgage IT INTEREST ONLY 40245701 HomeEQ Mortgage IT INTEREST ONLY 40246134 HomeEQ Mortgage IT INTEREST ONLY 40246635 HomeEQ Mortgage IT INTEREST ONLY 40247116 HomeEQ Mortgage IT INTEREST ONLY 40249152 HomeEQ Mortgage IT INTEREST ONLY 40250385 HomeEQ Mortgage IT INTEREST ONLY 40250933 HomeEQ Mortgage IT INTEREST ONLY 40251104 HomeEQ Mortgage IT INTEREST ONLY 40251122 HomeEQ Mortgage IT INTEREST ONLY 40251128 HomeEQ Mortgage IT INTEREST ONLY 40251300 HomeEQ Mortgage IT INTEREST ONLY 40252029 HomeEQ Mortgage IT INTEREST ONLY 40252098 HomeEQ Mortgage IT INTEREST ONLY 40252286 HomeEQ Mortgage IT INTEREST ONLY 40252338 HomeEQ Mortgage IT INTEREST ONLY 40252370 HomeEQ Mortgage IT INTEREST ONLY 40252619 HomeEQ Mortgage IT INTEREST ONLY 40252692 HomeEQ Mortgage IT INTEREST ONLY 40252807 HomeEQ Mortgage IT INTEREST ONLY 40252872 HomeEQ Mortgage IT INTEREST ONLY 40253306 HomeEQ Mortgage IT INTEREST ONLY 40253558 HomeEQ Mortgage IT INTEREST ONLY 40253812 HomeEQ Mortgage IT P AND I 40265382 HomeEQ Mortgage IT P AND I 40256772 HomeEQ Mortgage IT P AND I 40249220 HomeEQ Mortgage IT P AND I 40259116 HomeEQ Mortgage IT P AND I 40261934 HomeEQ Mortgage IT INTEREST ONLY 40264317 HomeEQ Mortgage IT INTEREST ONLY 40249772 HomeEQ Mortgage IT INTEREST ONLY 40260659 HomeEQ Mortgage IT INTEREST ONLY 40253045 HomeEQ Mortgage IT INTEREST ONLY 40266830 HomeEQ Mortgage IT INTEREST ONLY 40266914 HomeEQ Mortgage IT P AND I 40257472 HomeEQ Mortgage IT P AND I 40262709 HomeEQ Mortgage IT P AND I 40264190 HomeEQ Mortgage IT P AND I 40268952 HomeEQ Mortgage IT P AND I 40263009 HomeEQ Mortgage IT P AND I 40265538 HomeEQ Mortgage IT P AND I 40265361 HomeEQ Mortgage IT P AND I 40256204 HomeEQ Mortgage IT P AND I 40261258 HomeEQ Mortgage IT P AND I 40233956 HomeEQ Mortgage IT INTEREST ONLY 40266812 HomeEQ Mortgage IT P AND I 40264614 HomeEQ Mortgage IT P AND I 40269506 HomeEQ Mortgage IT P AND I 40259963 HomeEQ Mortgage IT P AND I 40265537 HomeEQ Mortgage IT P AND I 40266318 HomeEQ Mortgage IT INTEREST ONLY 40256002 HomeEQ Mortgage IT INTEREST ONLY 40256194 HomeEQ Mortgage IT INTEREST ONLY 40267935 HomeEQ Mortgage IT INTEREST ONLY 40254074 HomeEQ Mortgage IT INTEREST ONLY 40261409 HomeEQ Mortgage IT INTEREST ONLY 40243910 HomeEQ Mortgage IT INTEREST ONLY 40258119 HomeEQ Mortgage IT INTEREST ONLY 40261491 HomeEQ Mortgage IT INTEREST ONLY 40261239 HomeEQ Mortgage IT INTEREST ONLY 40254495 HomeEQ Mortgage IT P AND I 40208961 Countrywide Mortgage IT P AND I 40215490 Countrywide Mortgage IT P AND I 40227813 Countrywide Mortgage IT P AND I 40229761 Countrywide Mortgage IT P AND I 40230930 Countrywide Mortgage IT P AND I 40232590 Countrywide Mortgage IT INTEREST ONLY 40232592 Countrywide Mortgage IT P AND I 40235889 Countrywide Mortgage IT INTEREST ONLY 40235890 Countrywide Mortgage IT P AND I 40237970 Countrywide Mortgage IT P AND I 40238169 Countrywide Mortgage IT P AND I 40239563 Countrywide Mortgage IT P AND I 40240059 Countrywide Mortgage IT P AND I 40240194 Countrywide Mortgage IT P AND I 40242276 Countrywide Mortgage IT P AND I 40250701 Countrywide Mortgage IT INTEREST ONLY 40251417 Countrywide Mortgage IT P AND I 40251888 Countrywide Mortgage IT P AND I 40252535 Countrywide Mortgage IT P AND I 40253126 Countrywide Mortgage IT P AND I 40254290 Countrywide Mortgage IT INTEREST ONLY 40255522 Countrywide Mortgage IT P AND I 40255823 Countrywide Mortgage IT P AND I 40255827 Countrywide Mortgage IT P AND I 40256137 Countrywide Mortgage IT P AND I 40256817 Countrywide Mortgage IT INTEREST ONLY 40257996 Countrywide Mortgage IT P AND I 40258359 Countrywide Mortgage IT P AND I 40258695 Countrywide Mortgage IT P AND I 40259392 Countrywide Mortgage IT P AND I 40259523 Countrywide Mortgage IT INTEREST ONLY 40259536 Countrywide Mortgage IT P AND I 40259626 Countrywide Mortgage IT P AND I 40259706 Countrywide Mortgage IT P AND I 40259795 Countrywide Mortgage IT P AND I 40260972 Countrywide Mortgage IT INTEREST ONLY 40260980 Countrywide Mortgage IT P AND I 40261565 Countrywide Mortgage IT INTEREST ONLY 40262018 Countrywide Mortgage IT P AND I 40262715 Countrywide Mortgage IT P AND I 40263000 Countrywide Mortgage IT P AND I 40263454 Countrywide Mortgage IT P AND I 40263535 Countrywide Mortgage IT P AND I 40263709 Countrywide Mortgage IT INTEREST ONLY 40263734 Countrywide Mortgage IT P AND I 40263747 Countrywide Mortgage IT P AND I 40263752 Countrywide Mortgage IT P AND I 40263794 Countrywide Mortgage IT INTEREST ONLY 40263816 Countrywide Mortgage IT P AND I 40263845 Countrywide Mortgage IT INTEREST ONLY 40263880 Countrywide Mortgage IT INTEREST ONLY 40263884 Countrywide Mortgage IT P AND I 40263885 Countrywide Mortgage IT P AND I 40264592 Countrywide Mortgage IT P AND I 40264862 Countrywide Mortgage IT INTEREST ONLY 40264889 Countrywide Mortgage IT P AND I 40264947 Countrywide Mortgage IT INTEREST ONLY 40264948 Countrywide Mortgage IT P AND I 40264997 Countrywide Mortgage IT P AND I 40265414 Countrywide Mortgage IT INTEREST ONLY 40265467 Countrywide Mortgage IT P AND I 40265686 Countrywide Mortgage IT P AND I 40265730 Countrywide Mortgage IT P AND I 40265887 Countrywide Mortgage IT P AND I 40265890 Countrywide Mortgage IT P AND I 40265920 Countrywide Mortgage IT P AND I 40265953 Countrywide Mortgage IT INTEREST ONLY 40265964 Countrywide Mortgage IT P AND I 40266112 Countrywide Mortgage IT P AND I 40266255 Countrywide Mortgage IT INTEREST ONLY 40266472 Countrywide Mortgage IT P AND I 40266531 Countrywide Mortgage IT P AND I 40266620 Countrywide Mortgage IT INTEREST ONLY 40266654 Countrywide Mortgage IT P AND I 40266665 Countrywide Mortgage IT P AND I 40266702 Countrywide Mortgage IT P AND I 40266805 Countrywide Mortgage IT P AND I 40266846 Countrywide Mortgage IT P AND I 40266875 Countrywide Mortgage IT P AND I 40266986 Countrywide Mortgage IT INTEREST ONLY 40266987 Countrywide Mortgage IT P AND I 40267008 Countrywide Mortgage IT INTEREST ONLY 40267123 Countrywide Mortgage IT INTEREST ONLY 40267136 Countrywide Mortgage IT P AND I 40267235 Countrywide Mortgage IT P AND I 40267257 Countrywide Mortgage IT INTEREST ONLY 40267260 Countrywide Mortgage IT P AND I 40267299 Countrywide Mortgage IT P AND I 40267301 Countrywide Mortgage IT P AND I 40267389 Countrywide Mortgage IT P AND I 40267528 Countrywide Mortgage IT P AND I 40267531 Countrywide Mortgage IT P AND I 40267765 Countrywide Mortgage IT INTEREST ONLY 40267787 Countrywide Mortgage IT P AND I 40268073 Countrywide Mortgage IT P AND I 40268081 Countrywide Mortgage IT INTEREST ONLY 40268085 Countrywide Mortgage IT P AND I 40268100 Countrywide Mortgage IT P AND I 40268106 Countrywide Mortgage IT P AND I 40268157 Countrywide Mortgage IT P AND I 40268434 Countrywide Mortgage IT INTEREST ONLY 40268435 Countrywide Mortgage IT P AND I 40268459 Countrywide Mortgage IT INTEREST ONLY 40268474 Countrywide Mortgage IT P AND I 40268509 Countrywide Mortgage IT P AND I 40268570 Countrywide Mortgage IT P AND I 40268593 Countrywide Mortgage IT P AND I 40268745 Countrywide Mortgage IT P AND I 40268768 Countrywide Mortgage IT P AND I 40268822 Countrywide Mortgage IT INTEREST ONLY 40268827 Countrywide Mortgage IT P AND I 40268877 Countrywide Mortgage IT INTEREST ONLY 40268884 Countrywide Mortgage IT P AND I 40269121 Countrywide Mortgage IT P AND I 40269174 Countrywide Mortgage IT P AND I 40269279 Countrywide Mortgage IT P AND I 40269303 Countrywide Mortgage IT INTEREST ONLY 40269326 Countrywide Mortgage IT P AND I 40269330 Countrywide Mortgage IT P AND I 40269331 Countrywide Mortgage IT P AND I 40269371 Countrywide Mortgage IT P AND I 40269400 Countrywide Mortgage IT INTEREST ONLY 40269401 Countrywide Mortgage IT P AND I 40269583 Countrywide Mortgage IT P AND I 40269595 Countrywide Mortgage IT P AND I 40269772 Countrywide Mortgage IT INTEREST ONLY 40269825 Countrywide Mortgage IT INTEREST ONLY 40269834 Countrywide Mortgage IT P AND I 40269842 Countrywide Mortgage IT P AND I 40270076 Countrywide Mortgage IT INTEREST ONLY 40270077 Countrywide Mortgage IT P AND I 40270140 Countrywide Mortgage IT P AND I 40270172 Countrywide Mortgage IT P AND I 40270200 Countrywide Mortgage IT P AND I 40270214 Countrywide Mortgage IT INTEREST ONLY 40270227 Countrywide Mortgage IT P AND I 40270238 Countrywide Mortgage IT P AND I 40270240 Countrywide Mortgage IT P AND I 40270245 Countrywide Mortgage IT P AND I 40270278 Countrywide Mortgage IT P AND I 40270322 Countrywide Mortgage IT INTEREST ONLY 40270331 Countrywide Mortgage IT P AND I 40270401 Countrywide Mortgage IT P AND I 40270500 Countrywide Mortgage IT INTEREST ONLY 40270507 Countrywide Mortgage IT P AND I 40270566 Countrywide Mortgage IT P AND I 40270682 Countrywide Mortgage IT INTEREST ONLY 40270958 Countrywide Mortgage IT INTEREST ONLY 40271004 Countrywide Mortgage IT P AND I 40271005 Countrywide Mortgage IT P AND I 40271071 Countrywide Mortgage IT INTEREST ONLY 40271072 Countrywide Mortgage IT P AND I 40271095 Countrywide Mortgage IT P AND I 40271165 Countrywide Mortgage IT P AND I 40271192 Countrywide Mortgage IT INTEREST ONLY 40271234 Countrywide Mortgage IT P AND I 40271540 Countrywide Mortgage IT INTEREST ONLY 40271542 Countrywide Mortgage IT P AND I 40271576 Countrywide Mortgage IT P AND I 40271628 Countrywide Mortgage IT P AND I 40271735 Countrywide Mortgage IT INTEREST ONLY 40271786 Countrywide Mortgage IT P AND I 40271793 Countrywide Mortgage IT INTEREST ONLY 40271816 Countrywide Mortgage IT P AND I 40272096 Countrywide Mortgage IT P AND I 40272224 Countrywide Mortgage IT P AND I 40272321 Countrywide Mortgage IT P AND I 40272326 Countrywide Mortgage IT P AND I 40272328 Countrywide Mortgage IT P AND I 40272337 Countrywide Mortgage IT P AND I 40272342 Countrywide Mortgage IT P AND I 40272414 Countrywide Mortgage IT INTEREST ONLY 40272467 Countrywide Mortgage IT P AND I 40272483 Countrywide Mortgage IT INTEREST ONLY 40272511 Countrywide Mortgage IT P AND I 40272546 Countrywide Mortgage IT P AND I 40272635 Countrywide Mortgage IT P AND I 40272667 Countrywide Mortgage IT P AND I 40272669 Countrywide Mortgage IT P AND I 40272781 Countrywide Mortgage IT P AND I 40272785 Countrywide Mortgage IT P AND I 40272796 Countrywide Mortgage IT INTEREST ONLY 40272813 Countrywide Mortgage IT P AND I 40272910 Countrywide Mortgage IT P AND I 40273042 Countrywide Mortgage IT P AND I 40273049 Countrywide Mortgage IT P AND I 40273050 Countrywide Mortgage IT P AND I 40273063 Countrywide Mortgage IT P AND I 40273073 Countrywide Mortgage IT P AND I 40273138 Countrywide Mortgage IT INTEREST ONLY 40273139 Countrywide Mortgage IT INTEREST ONLY 40273142 Countrywide Mortgage IT P AND I 40273155 Countrywide Mortgage IT P AND I 40273406 Countrywide Mortgage IT P AND I 40273445 Countrywide Mortgage IT P AND I 40273583 Countrywide Mortgage IT P AND I 40273589 Countrywide Mortgage IT P AND I 40273758 Countrywide Mortgage IT P AND I 40273837 Countrywide Mortgage IT P AND I 40273838 Countrywide Mortgage IT INTEREST ONLY 40273864 Countrywide Mortgage IT P AND I 40273879 Countrywide Mortgage IT P AND I 40273895 Countrywide Mortgage IT P AND I 40273948 Countrywide Mortgage IT P AND I 40273963 Countrywide Mortgage IT P AND I 40273975 Countrywide Mortgage IT INTEREST ONLY 40273994 Countrywide Mortgage IT P AND I 40274026 Countrywide Mortgage IT INTEREST ONLY 40274031 Countrywide Mortgage IT P AND I 40274201 Countrywide Mortgage IT INTEREST ONLY 40274232 Countrywide Mortgage IT P AND I 40274272 Countrywide Mortgage IT P AND I 40274361 Countrywide Mortgage IT P AND I 40274471 Countrywide Mortgage IT P AND I 40274485 Countrywide Mortgage IT P AND I 40274626 Countrywide Mortgage IT P AND I 40274976 Countrywide Mortgage IT P AND I 40274992 Countrywide Mortgage IT P AND I 40275004 Countrywide Mortgage IT P AND I 40275032 Countrywide Mortgage IT P AND I 40275046 Countrywide Mortgage IT INTEREST ONLY 40275063 Countrywide Mortgage IT P AND I 40275237 Countrywide Mortgage IT P AND I 40275241 Countrywide Mortgage IT P AND I 40275243 Countrywide Mortgage IT P AND I 40275250 Countrywide Mortgage IT INTEREST ONLY 40275298 Countrywide Mortgage IT P AND I 40275306 Countrywide Mortgage IT P AND I 40275482 Countrywide Mortgage IT INTEREST ONLY 40275491 Countrywide Mortgage IT P AND I 40275548 Countrywide Mortgage IT P AND I 40275651 Countrywide Mortgage IT P AND I 40275714 Countrywide Mortgage IT P AND I 40275865 Countrywide Mortgage IT INTEREST ONLY 40275867 Countrywide Mortgage IT P AND I 40275870 Countrywide Mortgage IT P AND I 40275939 Countrywide Mortgage IT P AND I 40275952 Countrywide Mortgage IT INTEREST ONLY 40275961 Countrywide Mortgage IT P AND I 40275965 Countrywide Mortgage IT P AND I 40275967 Countrywide Mortgage IT P AND I 40275974 Countrywide Mortgage IT P AND I 40276004 Countrywide Mortgage IT P AND I 40276039 Countrywide Mortgage IT P AND I 40276042 Countrywide Mortgage IT INTEREST ONLY 40276048 Countrywide Mortgage IT P AND I 40276067 Countrywide Mortgage IT P AND I 40276068 Countrywide Mortgage IT P AND I 40276084 Countrywide Mortgage IT P AND I 40276090 Countrywide Mortgage IT P AND I 40276182 Countrywide Mortgage IT P AND I 40276211 Countrywide Mortgage IT P AND I 40276341 Countrywide Mortgage IT INTEREST ONLY 40276714 Countrywide Mortgage IT INTEREST ONLY 40276724 Countrywide Mortgage IT P AND I 40276726 Countrywide Mortgage IT P AND I 40276766 Countrywide Mortgage IT P AND I 40276912 Countrywide Mortgage IT P AND I 40277087 Countrywide Mortgage IT INTEREST ONLY 40277226 Countrywide Mortgage IT P AND I 40277600 Countrywide Mortgage IT P AND I 40277613 Countrywide Mortgage IT P AND I 40277691 Countrywide Mortgage IT P AND I 40277723 Countrywide Mortgage IT P AND I 40277734 Countrywide Mortgage IT P AND I 40277751 Countrywide Mortgage IT P AND I 40278009 Countrywide Mortgage IT P AND I 40278128 Countrywide Mortgage IT INTEREST ONLY 40278133 Countrywide Mortgage IT P AND I 40278420 Countrywide Mortgage IT P AND I 40278438 Countrywide Mortgage IT P AND I 40278472 Countrywide Mortgage IT P AND I 40278647 Countrywide Mortgage IT P AND I 40278655 Countrywide Mortgage IT P AND I 40278716 Countrywide Mortgage IT INTEREST ONLY 40278777 Countrywide Mortgage IT P AND I 40278899 Countrywide Mortgage IT P AND I 40279127 Countrywide Mortgage IT P AND I 40279403 Countrywide Mortgage IT P AND I 40279422 Countrywide Mortgage IT P AND I 40279560 Countrywide Mortgage IT P AND I 40279700 Countrywide Mortgage IT INTEREST ONLY 40280108 Countrywide Mortgage IT INTEREST ONLY 40280179 Countrywide Mortgage IT P AND I 40280199 Countrywide Mortgage IT P AND I 40280312 Countrywide Mortgage IT P AND I 40281185 Countrywide Mortgage IT P AND I 40307746 Chase Mortgage IT P AND I 40302177 Chase Mortgage IT P AND I 40299756 Chase Mortgage IT P AND I 40307577 Chase Mortgage IT P AND I 40305828 Chase Mortgage IT P AND I 40305133 Chase Mortgage IT P AND I 40297331 Chase Mortgage IT P AND I 40284880 Chase Mortgage IT P AND I 40305019 Chase Mortgage IT P AND I 40315563 Chase Mortgage IT P AND I 40301371 Chase Mortgage IT P AND I 40304431 Chase Mortgage IT P AND I 40310918 Chase Mortgage IT P AND I 40300093 Chase Mortgage IT INTEREST ONLY 40286525 Chase Mortgage IT INTEREST ONLY 40292791 Chase Mortgage IT INTEREST ONLY 40303025 Chase Mortgage IT INTEREST ONLY 40297438 Chase Mortgage IT INTEREST ONLY 40303245 Chase Mortgage IT INTEREST ONLY 40312132 Chase Mortgage IT INTEREST ONLY 40307440 Chase Mortgage IT INTEREST ONLY 40306796 Chase Mortgage IT INTEREST ONLY 40292298 Chase Mortgage IT INTEREST ONLY 40310811 Chase Mortgage IT INTEREST ONLY 40309737 Chase Mortgage IT INTEREST ONLY 40283610 Chase Mortgage IT INTEREST ONLY 40305462 Chase Mortgage IT INTEREST ONLY 40304858 Chase Mortgage IT INTEREST ONLY 40293132 Chase Mortgage IT INTEREST ONLY 40302628 Chase Mortgage IT INTEREST ONLY 40303447 Chase Mortgage IT INTEREST ONLY 40311603 Chase Mortgage IT INTEREST ONLY 40291294 Chase Mortgage IT INTEREST ONLY 40243872 Chase Mortgage IT INTEREST ONLY 40307691 Chase Mortgage IT INTEREST ONLY 40287821 Chase Mortgage IT INTEREST ONLY 40309655 Chase Mortgage IT INTEREST ONLY 40313534 Chase Mortgage IT INTEREST ONLY 40288810 Chase Mortgage IT P AND I 40298344 Chase Mortgage IT P AND I 40298280 Chase Mortgage IT P AND I 40295229 Chase Mortgage IT P AND I 40292189 Chase Mortgage IT P AND I 40304191 Chase Mortgage IT P AND I 40297108 Chase Mortgage IT P AND I 40315872 Chase Mortgage IT P AND I 40300529 Chase Mortgage IT P AND I 40310880 Chase Mortgage IT P AND I 40305694 Chase Mortgage IT P AND I 40306218 Chase Mortgage IT P AND I 40308971 Chase Mortgage IT P AND I 40308662 Chase Mortgage IT P AND I 40271765 Chase Mortgage IT P AND I 40306928 Chase Mortgage IT P AND I 40305897 Chase Mortgage IT P AND I 40304005 Chase Mortgage IT P AND I 40301180 Chase Mortgage IT P AND I 40305476 Chase Mortgage IT P AND I 40302346 Chase Mortgage IT P AND I 40297478 Chase Mortgage IT P AND I 40311414 Chase Mortgage IT P AND I 40312563 Chase Mortgage IT P AND I 40310089 Chase Mortgage IT P AND I 40296486 Chase Mortgage IT P AND I 40296026 Chase Mortgage IT P AND I 40313661 Chase Mortgage IT P AND I 40309761 Chase Mortgage IT P AND I 40306436 Chase Mortgage IT P AND I 40311343 Chase Mortgage IT P AND I 40307594 Chase Mortgage IT P AND I 40311368 Chase Mortgage IT P AND I 40300793 Chase Mortgage IT P AND I 40309259 Chase Mortgage IT P AND I 40299475 Chase Mortgage IT P AND I 40294461 Chase Mortgage IT P AND I 40307700 Chase Mortgage IT P AND I 40303980 Chase Mortgage IT P AND I 40310897 Chase Mortgage IT P AND I 40266506 Chase Mortgage IT P AND I 40299683 Chase Mortgage IT P AND I 40310991 Chase Mortgage IT P AND I 40314915 Chase Mortgage IT P AND I 40271358 Chase Mortgage IT P AND I 40313538 Chase Mortgage IT P AND I 40299290 Chase Mortgage IT P AND I 40303940 Chase Mortgage IT INTEREST ONLY 40285171 Chase Mortgage IT INTEREST ONLY 40300560 Chase Mortgage IT P AND I 40290761 Chase Mortgage IT P AND I 40301147 Chase Mortgage IT P AND I 40303569 Chase Mortgage IT P AND I 40273759 Chase Mortgage IT P AND I 40311819 Chase Mortgage IT P AND I 40294222 Chase Mortgage IT P AND I 40310676 Chase Mortgage IT P AND I 40310446 Chase Mortgage IT P AND I 40291286 Chase Mortgage IT P AND I 40304982 Chase Mortgage IT P AND I 40280601 Chase Mortgage IT P AND I 40273724 Chase Mortgage IT P AND I 40273790 Chase Mortgage IT P AND I 40299794 Chase Mortgage IT P AND I 40307591 Chase Mortgage IT P AND I 40305915 Chase Mortgage IT P AND I 40305491 Chase Mortgage IT P AND I 40306959 Chase Mortgage IT P AND I 40302482 Chase Mortgage IT P AND I 40307750 Chase Mortgage IT P AND I 40305035 Chase Mortgage IT P AND I 40311644 Chase Mortgage IT P AND I 40297563 Chase Mortgage IT P AND I 40302639 Chase Mortgage IT P AND I 40297609 Chase Mortgage IT P AND I 40305852 Chase Mortgage IT P AND I 40314923 Chase Mortgage IT P AND I 40311425 Chase Mortgage IT P AND I 40297120 Chase Mortgage IT P AND I 40301427 Chase Mortgage IT P AND I 40312581 Chase Mortgage IT P AND I 40271779 Chase Mortgage IT P AND I 40309698 Chase Mortgage IT P AND I 40298385 Chase Mortgage IT P AND I 40308071 Chase Mortgage IT P AND I 40291309 Chase Mortgage IT P AND I 40310096 Chase Mortgage IT P AND I 40310849 Chase Mortgage IT P AND I 40316107 Chase Mortgage IT P AND I 40243873 Chase Mortgage IT P AND I 40310118 Chase Mortgage IT P AND I 40296487 Chase Mortgage IT P AND I 40300666 Chase Mortgage IT P AND I 40310900 Chase Mortgage IT P AND I 40301212 Chase Mortgage IT P AND I 40283613 Chase Mortgage IT P AND I 40302908 Chase Mortgage IT P AND I 40303254 Chase Mortgage IT P AND I 40296056 Chase Mortgage IT P AND I 40305465 Chase Mortgage IT P AND I 40312133 Chase Mortgage IT P AND I 40307441 Chase Mortgage IT P AND I 40304867 Chase Mortgage IT P AND I 40313670 Chase Mortgage IT P AND I 40300098 Chase Mortgage IT P AND I 40293128 Chase Mortgage IT P AND I 40315566 Chase Mortgage IT P AND I 40305723 Chase Mortgage IT P AND I 40309982 Chase Mortgage IT P AND I 40306258 Chase Mortgage IT P AND I 40306449 Chase Mortgage IT P AND I 40304435 Chase Mortgage IT P AND I 40311351 Chase Mortgage IT P AND I 40286526 Chase Mortgage IT P AND I 40307599 Chase Mortgage IT P AND I 40303469 Chase Mortgage IT P AND I 40313541 Chase Mortgage IT P AND I 40311377 Chase Mortgage IT P AND I 40300813 Chase Mortgage IT P AND I 40282371 Chase Mortgage IT P AND I 40309015 Chase Mortgage IT P AND I 40311009 Chase Mortgage IT P AND I 40305155 Chase Mortgage IT P AND I 40292802 Chase Mortgage IT P AND I 40307695 Chase Mortgage IT P AND I 40309277 Chase Mortgage IT P AND I 40299480 Chase Mortgage IT P AND I 40311332 Chase Mortgage IT P AND I 40298290 Chase Mortgage IT P AND I 40307716 Chase Mortgage IT P AND I 40294475 Chase Mortgage IT P AND I 40307132 Chase Mortgage IT P AND I 40303028 Chase Mortgage IT P AND I 40308671 Chase Mortgage IT P AND I 40302202 Chase Mortgage IT P AND I 40306946 Chase Mortgage IT P AND I 40287824 Chase Mortgage IT P AND I 40307708 Chase Mortgage IT P AND I 40302444 Chase Mortgage IT P AND I 40295251 Chase Mortgage IT P AND I 40297347 Chase Mortgage IT P AND I 40299053 Chase Mortgage IT P AND I 40311357 Chase Mortgage IT P AND I 40310943 Chase Mortgage IT P AND I 40297444 Chase Mortgage IT P AND I 40295040 Chase Mortgage IT P AND I 40299705 Chase Mortgage IT P AND I 40282064 Chase Mortgage IT P AND I 40293467 Chase Mortgage IT P AND I 40291023 Chase Mortgage IT P AND I 40301458 Chase Mortgage IT P AND I 40278617 Chase Mortgage IT P AND I 40283517 Chase Mortgage IT P AND I 40288815 Chase Mortgage IT P AND I 40292194 Chase Mortgage IT P AND I 40302347 Chase Mortgage IT P AND I 40304092 Chase Mortgage IT P AND I 40306870 Chase Mortgage IT P AND I 40309998 Chase Mortgage IT P AND I 40301315 Chase Mortgage IT INTEREST ONLY 40305935 Chase Mortgage IT INTEREST ONLY 40293288 Chase Mortgage IT INTEREST ONLY 40307838 Chase Mortgage IT INTEREST ONLY 40308064 Chase Mortgage IT INTEREST ONLY 40296357 Chase Mortgage IT INTEREST ONLY 40302790 Chase Mortgage IT INTEREST ONLY 40310675 Chase Mortgage IT INTEREST ONLY 40304494 Chase Mortgage IT INTEREST ONLY 40306356 Chase Mortgage IT INTEREST ONLY 40309180 Chase Mortgage IT INTEREST ONLY 40266272 Chase Mortgage IT INTEREST ONLY 40299022 Chase Mortgage IT INTEREST ONLY 40305905 Chase Mortgage IT INTEREST ONLY 40287009 Chase Mortgage IT INTEREST ONLY 40307589 Chase Mortgage IT INTEREST ONLY 40306625 Chase Mortgage IT INTEREST ONLY 40290438 Chase Mortgage IT INTEREST ONLY 40297598 Chase Mortgage IT INTEREST ONLY 40308383 Chase Mortgage IT INTEREST ONLY 40284931 Chase Mortgage IT INTEREST ONLY 40309850 Chase Mortgage IT INTEREST ONLY 40310083 Chase Mortgage IT INTEREST ONLY 40306197 Chase Mortgage IT INTEREST ONLY 40302437 Chase Mortgage IT INTEREST ONLY 40313547 Chase Mortgage IT INTEREST ONLY 40296294 Chase Mortgage IT P AND I 40282050 Chase Mortgage IT P AND I 40293086 Chase Mortgage IT P AND I 40282367 Chase Mortgage IT P AND I 40307128 Chase Mortgage IT P AND I 40298242 Chase Mortgage IT P AND I 40272887 Chase Mortgage IT P AND I 40269366 Chase Mortgage IT P AND I 40296783 Chase Mortgage IT P AND I 40307124 Chase Mortgage IT P AND I 40314802 Chase Mortgage IT P AND I 40310347 Chase Mortgage IT P AND I 40298264 Chase Mortgage IT P AND I 40303923 Chase Mortgage IT P AND I 40308465 Chase Mortgage IT P AND I 40315559 Chase Mortgage IT P AND I 40307725 Chase Mortgage IT P AND I 40307686 Chase Mortgage IT INTEREST ONLY 40308969 Chase Mortgage IT P AND I 40296052 Chase Mortgage IT P AND I 40309490 Chase Mortgage IT P AND I 40306706 Chase Mortgage IT P AND I 40312506 Chase Mortgage IT P AND I 40308699 Chase Mortgage IT P AND I 40306671 Chase Mortgage IT P AND I 40302494 Chase Mortgage IT P AND I 40307955 Chase Mortgage IT P AND I 40312510 Chase Mortgage IT P AND I 40298326 Chase Mortgage IT P AND I 40311601 Chase Mortgage IT P AND I 40306303 Chase Mortgage IT P AND I 40288559 Chase Mortgage IT P AND I 40310451 Chase Mortgage IT P AND I 40308237 Chase Mortgage IT P AND I 40296488 Chase Mortgage IT P AND I 40303176 Chase Mortgage IT P AND I 40309853 Chase Mortgage IT P AND I 40309781 Chase Mortgage IT P AND I 40307844 Chase Mortgage IT P AND I 40308751 Chase Mortgage IT P AND I 40305824 Chase Mortgage IT P AND I 40297730 Chase Mortgage IT P AND I 40274946 Chase Mortgage IT P AND I 40284321 Chase Mortgage IT P AND I 40306864 Chase Mortgage IT P AND I 40308343 Chase Mortgage IT P AND I 40300648 Chase Mortgage IT P AND I 40306654 Chase Mortgage IT P AND I 40310073 Chase Mortgage IT P AND I 40309144 Chase Mortgage IT P AND I 40309126 Chase Mortgage IT P AND I 40310766 Chase Mortgage IT P AND I 40306674 Chase Mortgage IT P AND I 40309908 Chase Mortgage IT P AND I 40291383 Chase Mortgage IT P AND I 40306162 Chase Mortgage IT P AND I 40313502 Chase Mortgage IT P AND I 40297317 Chase Mortgage IT P AND I 40308716 Chase Mortgage IT P AND I 40315686 Chase Mortgage IT P AND I 40309200 Chase Mortgage IT P AND I 40296080 Chase Mortgage IT P AND I 40310354 Chase Mortgage IT P AND I 40280023 Chase Mortgage IT P AND I 40303886 Chase Mortgage IT P AND I 40313954 Chase Mortgage IT P AND I 11042806 Countrywide WMC P AND I 11078257 Countrywide WMC INTEREST ONLY 11078266 Countrywide WMC P AND I 11085046 Countrywide WMC P AND I 11085048 Countrywide WMC P AND I 11099997 Countrywide WMC P AND I 11102043 Countrywide WMC INTEREST ONLY 11108176 Countrywide WMC P AND I 11114304 Countrywide WMC P AND I 11114472 Countrywide WMC P AND I 11122046 Countrywide WMC P AND I 11124453 Countrywide WMC P AND I 11128151 Countrywide WMC P AND I 11134110 Countrywide WMC INTEREST ONLY 11134111 Countrywide WMC P AND I 11139494 Countrywide WMC P AND I 11139620 Countrywide WMC P AND I 11139621 Countrywide WMC P AND I 11140623 Countrywide WMC INTEREST ONLY 11141742 Countrywide WMC P AND I 11143756 Countrywide WMC P AND I 11144400 Countrywide WMC P AND I 11144477 Countrywide WMC P AND I 11144613 Countrywide WMC INTEREST ONLY 11144671 Countrywide WMC INTEREST ONLY 11144889 Countrywide WMC P AND I 11144893 Countrywide WMC P AND I 11145013 Countrywide WMC INTEREST ONLY 11145021 Countrywide WMC P AND I 11145905 Countrywide WMC P AND I 11145908 Countrywide WMC P AND I 11146009 Countrywide WMC P AND I 11146010 Countrywide WMC P AND I 11146797 Countrywide WMC INTEREST ONLY 11146799 Countrywide WMC P AND I 11146800 Countrywide WMC INTEREST ONLY 11147088 Countrywide WMC P AND I 11147116 Countrywide WMC P AND I 11149578 Countrywide WMC P AND I 11149628 Countrywide WMC P AND I 11149879 Countrywide WMC INTEREST ONLY 11149885 Countrywide WMC P AND I 11150681 Countrywide WMC P AND I 11151382 Countrywide WMC INTEREST ONLY 11151385 Countrywide WMC P AND I 11152261 Countrywide WMC P AND I 11152373 Countrywide WMC P AND I 11152446 Countrywide WMC P AND I 11152450 Countrywide WMC P AND I 11153014 Countrywide WMC P AND I 11153075 Countrywide WMC INTEREST ONLY 11153076 Countrywide WMC P AND I 11153110 Countrywide WMC P AND I 11153124 Countrywide WMC P AND I 11153375 Countrywide WMC P AND I 11153376 Countrywide WMC P AND I 11153428 Countrywide WMC P AND I 11153441 Countrywide WMC INTEREST ONLY 11153451 Countrywide WMC P AND I 11153572 Countrywide WMC P AND I 11154302 Countrywide WMC P AND I 11154541 Countrywide WMC P AND I 11155136 Countrywide WMC P AND I 11155145 Countrywide WMC P AND I 11155199 Countrywide WMC P AND I 11155429 Countrywide WMC P AND I 11155438 Countrywide WMC P AND I 11155629 Countrywide WMC P AND I 11155764 Countrywide WMC P AND I 11155816 Countrywide WMC P AND I 11155829 Countrywide WMC P AND I 11156534 Countrywide WMC P AND I 11156550 Countrywide WMC P AND I 11156607 Countrywide WMC P AND I 11156609 Countrywide WMC P AND I 11156744 Countrywide WMC P AND I 11157326 Countrywide WMC P AND I 11157661 Countrywide WMC INTEREST ONLY 11157768 Countrywide WMC P AND I 11158243 Countrywide WMC P AND I 11158385 Countrywide WMC P AND I 11158386 Countrywide WMC P AND I 11158483 Countrywide WMC INTEREST ONLY 11158626 Countrywide WMC P AND I 11158835 Countrywide WMC P AND I 11158863 Countrywide WMC P AND I 11159203 Countrywide WMC P AND I 11159210 Countrywide WMC P AND I 11159432 Countrywide WMC P AND I 11159766 Countrywide WMC P AND I 11159880 Countrywide WMC P AND I 11159883 Countrywide WMC P AND I 11159988 Countrywide WMC P AND I 11160149 Countrywide WMC P AND I 11160271 Countrywide WMC P AND I 11160279 Countrywide WMC P AND I 11160471 Countrywide WMC P AND I 11160560 Countrywide WMC INTEREST ONLY 11160847 Countrywide WMC P AND I 11160857 Countrywide WMC P AND I 11160860 Countrywide WMC P AND I 11161492 Countrywide WMC P AND I 11161592 Countrywide WMC P AND I 11161645 Countrywide WMC P AND I 11161812 Countrywide WMC P AND I 11161817 Countrywide WMC P AND I 11161845 Countrywide WMC P AND I 11161847 Countrywide WMC P AND I 11162156 Countrywide WMC INTEREST ONLY 11162723 Countrywide WMC INTEREST ONLY 11162730 Countrywide WMC P AND I 11162786 Countrywide WMC P AND I 11162823 Countrywide WMC P AND I 11162922 Countrywide WMC P AND I 11162924 Countrywide WMC P AND I 11162941 Countrywide WMC P AND I 11162944 Countrywide WMC P AND I 11162951 Countrywide WMC P AND I 11163115 Countrywide WMC P AND I 11163212 Countrywide WMC P AND I 11163336 Countrywide WMC P AND I 11163338 Countrywide WMC P AND I 11163356 Countrywide WMC P AND I 11163357 Countrywide WMC P AND I 11163761 Countrywide WMC P AND I 11163906 Countrywide WMC INTEREST ONLY 11163908 Countrywide WMC P AND I 11163920 Countrywide WMC P AND I 11163922 Countrywide WMC P AND I 11164006 Countrywide WMC P AND I 11164012 Countrywide WMC P AND I 11164084 Countrywide WMC P AND I 11164110 Countrywide WMC P AND I 11164199 Countrywide WMC P AND I 11164200 Countrywide WMC P AND I 11164247 Countrywide WMC P AND I 11164249 Countrywide WMC P AND I 11164630 Countrywide WMC P AND I 11164634 Countrywide WMC P AND I 11165854 Countrywide WMC P AND I 11165860 Countrywide WMC P AND I 11165886 Countrywide WMC P AND I 11166103 Countrywide WMC P AND I 11166104 Countrywide WMC P AND I 11166110 Countrywide WMC P AND I 11166111 Countrywide WMC P AND I 11166270 Countrywide WMC P AND I 11166544 Countrywide WMC INTEREST ONLY 11166545 Countrywide WMC P AND I 11166595 Countrywide WMC INTEREST ONLY 11166860 Countrywide WMC P AND I 11166866 Countrywide WMC P AND I 11166935 Countrywide WMC P AND I 11167075 Countrywide WMC P AND I 11167380 Countrywide WMC INTEREST ONLY 11167402 Countrywide WMC INTEREST ONLY 11167409 Countrywide WMC P AND I 11167561 Countrywide WMC P AND I 11167582 Countrywide WMC P AND I 11167588 Countrywide WMC P AND I 11167660 Countrywide WMC P AND I 11167665 Countrywide WMC P AND I 11167871 Countrywide WMC P AND I 11167872 Countrywide WMC P AND I 11168009 Countrywide WMC P AND I 11168014 Countrywide WMC P AND I 11168048 Countrywide WMC P AND I 11168136 Countrywide WMC INTEREST ONLY 11168151 Countrywide WMC P AND I 11168174 Countrywide WMC P AND I 11168391 Countrywide WMC P AND I 11168891 Countrywide WMC P AND I 11168898 Countrywide WMC P AND I 11169000 Countrywide WMC P AND I 11169021 Countrywide WMC P AND I 11169090 Countrywide WMC P AND I 11169152 Countrywide WMC P AND I 11169153 Countrywide WMC P AND I 11169175 Countrywide WMC P AND I 11169188 Countrywide WMC P AND I 11169190 Countrywide WMC P AND I 11169246 Countrywide WMC P AND I 11169354 Countrywide WMC P AND I 11169556 Countrywide WMC P AND I 11169678 Countrywide WMC P AND I 11169698 Countrywide WMC P AND I 11169716 Countrywide WMC P AND I 11169920 Countrywide WMC P AND I 11169934 Countrywide WMC P AND I 11169960 Countrywide WMC INTEREST ONLY 11169983 Countrywide WMC P AND I 11170006 Countrywide WMC P AND I 11170058 Countrywide WMC INTEREST ONLY 11170068 Countrywide WMC P AND I 11170342 Countrywide WMC P AND I 11170346 Countrywide WMC P AND I 11170467 Countrywide WMC P AND I 11170703 Countrywide WMC P AND I 11170735 Countrywide WMC P AND I 11170817 Countrywide WMC P AND I 11171469 Countrywide WMC P AND I 11171516 Countrywide WMC P AND I 11171801 Countrywide WMC P AND I 11171835 Countrywide WMC P AND I 11171859 Countrywide WMC P AND I 11171864 Countrywide WMC P AND I 11171945 Countrywide WMC P AND I 11171946 Countrywide WMC P AND I 11172042 Countrywide WMC INTEREST ONLY 11172278 Countrywide WMC P AND I 11172335 Countrywide WMC P AND I 11172351 Countrywide WMC INTEREST ONLY 11172352 Countrywide WMC P AND I 11172433 Countrywide WMC P AND I 11172450 Countrywide WMC P AND I 11172452 Countrywide WMC P AND I 11172455 Countrywide WMC P AND I 11172871 Countrywide WMC P AND I 11172872 Countrywide WMC INTEREST ONLY 11172919 Countrywide WMC P AND I 11172920 Countrywide WMC P AND I 11172940 Countrywide WMC INTEREST ONLY 11172943 Countrywide WMC P AND I 11172944 Countrywide WMC P AND I 11173237 Countrywide WMC INTEREST ONLY 11173240 Countrywide WMC INTEREST ONLY 11173241 Countrywide WMC P AND I 11173416 Countrywide WMC P AND I 11173545 Countrywide WMC P AND I 11173614 Countrywide WMC P AND I 11173630 Countrywide WMC P AND I 11173710 Countrywide WMC INTEREST ONLY 11173917 Countrywide WMC P AND I 11174003 Countrywide WMC P AND I 11174004 Countrywide WMC P AND I 11174055 Countrywide WMC P AND I 11174146 Countrywide WMC P AND I 11174152 Countrywide WMC P AND I 11174203 Countrywide WMC INTEREST ONLY 11174328 Countrywide WMC INTEREST ONLY 11174329 Countrywide WMC P AND I 11174358 Countrywide WMC P AND I 11174407 Countrywide WMC P AND I 11174476 Countrywide WMC P AND I 11174477 Countrywide WMC P AND I 11174500 Countrywide WMC P AND I 11174505 Countrywide WMC P AND I 11174594 Countrywide WMC INTEREST ONLY 11174676 Countrywide WMC INTEREST ONLY 11174699 Countrywide WMC P AND I 11174827 Countrywide WMC P AND I 11174909 Countrywide WMC P AND I 11174910 Countrywide WMC P AND I 11174949 Countrywide WMC INTEREST ONLY 11175004 Countrywide WMC P AND I 11175015 Countrywide WMC P AND I 11175152 Countrywide WMC P AND I 11175168 Countrywide WMC P AND I 11175220 Countrywide WMC P AND I 11175232 Countrywide WMC INTEREST ONLY 11175239 Countrywide WMC P AND I 11175242 Countrywide WMC P AND I 11175527 Countrywide WMC P AND I 11175823 Countrywide WMC INTEREST ONLY 11175824 Countrywide WMC P AND I 11175877 Countrywide WMC INTEREST ONLY 11175889 Countrywide WMC P AND I 11175940 Countrywide WMC P AND I 11175954 Countrywide WMC P AND I 11175956 Countrywide WMC P AND I 11176007 Countrywide WMC P AND I 11176097 Countrywide WMC P AND I 11176141 Countrywide WMC P AND I 11176157 Countrywide WMC P AND I 11176283 Countrywide WMC INTEREST ONLY 11176284 Countrywide WMC P AND I 11176440 Countrywide WMC P AND I 11176441 Countrywide WMC INTEREST ONLY 11176485 Countrywide WMC P AND I 11176486 Countrywide WMC P AND I 11176584 Countrywide WMC P AND I 11176589 Countrywide WMC P AND I 11176645 Countrywide WMC P AND I 11176647 Countrywide WMC P AND I 11176670 Countrywide WMC P AND I 11176895 Countrywide WMC INTEREST ONLY 11177084 Countrywide WMC P AND I 11177129 Countrywide WMC P AND I 11177222 Countrywide WMC P AND I 11177238 Countrywide WMC P AND I 11177245 Countrywide WMC P AND I 11177246 Countrywide WMC P AND I 11177304 Countrywide WMC P AND I 11177306 Countrywide WMC P AND I 11177313 Countrywide WMC P AND I 11177358 Countrywide WMC P AND I 11177360 Countrywide WMC P AND I 11177377 Countrywide WMC P AND I 11177501 Countrywide WMC P AND I 11177508 Countrywide WMC P AND I 11177530 Countrywide WMC P AND I 11177532 Countrywide WMC P AND I 11177591 Countrywide WMC P AND I 11177730 Countrywide WMC P AND I 11177731 Countrywide WMC P AND I 11177816 Countrywide WMC P AND I 11177897 Countrywide WMC INTEREST ONLY 11177902 Countrywide WMC P AND I 11177960 Countrywide WMC INTEREST ONLY 11178040 Countrywide WMC P AND I 11178041 Countrywide WMC P AND I 11178115 Countrywide WMC INTEREST ONLY 11178118 Countrywide WMC P AND I 11178262 Countrywide WMC INTEREST ONLY 11178290 Countrywide WMC P AND I 11178332 Countrywide WMC P AND I 11178497 Countrywide WMC P AND I 11178557 Countrywide WMC P AND I 11178701 Countrywide WMC P AND I 11178702 Countrywide WMC P AND I 11178812 Countrywide WMC P AND I 11178825 Countrywide WMC P AND I 11178991 Countrywide WMC P AND I 11179086 Countrywide WMC P AND I 11179190 Countrywide WMC P AND I 11179254 Countrywide WMC INTEREST ONLY 11179264 Countrywide WMC P AND I 11179292 Countrywide WMC INTEREST ONLY 11179299 Countrywide WMC P AND I 11179320 Countrywide WMC P AND I 11179391 Countrywide WMC P AND I 11179398 Countrywide WMC P AND I 11179409 Countrywide WMC P AND I 11179431 Countrywide WMC P AND I 11179489 Countrywide WMC P AND I 11179490 Countrywide WMC P AND I 11179513 Countrywide WMC P AND I 11179514 Countrywide WMC P AND I 11179517 Countrywide WMC P AND I 11179588 Countrywide WMC P AND I 11179758 Countrywide WMC P AND I 11179793 Countrywide WMC P AND I 11179795 Countrywide WMC INTEREST ONLY 11179839 Countrywide WMC P AND I 11179849 Countrywide WMC P AND I 11179850 Countrywide WMC P AND I 11179921 Countrywide WMC P AND I 11179999 Countrywide WMC P AND I 11180000 Countrywide WMC P AND I 11180098 Countrywide WMC INTEREST ONLY 11180140 Countrywide WMC P AND I 11180164 Countrywide WMC INTEREST ONLY 11180168 Countrywide WMC P AND I 11180216 Countrywide WMC P AND I 11180337 Countrywide WMC P AND I 11180379 Countrywide WMC P AND I 11180380 Countrywide WMC P AND I 11180424 Countrywide WMC P AND I 11180426 Countrywide WMC P AND I 11180462 Countrywide WMC P AND I 11180608 Countrywide WMC P AND I 11180703 Countrywide WMC P AND I 11180721 Countrywide WMC P AND I 11180724 Countrywide WMC P AND I 11180727 Countrywide WMC INTEREST ONLY 11180806 Countrywide WMC P AND I 11180807 Countrywide WMC P AND I 11180841 Countrywide WMC P AND I 11180842 Countrywide WMC P AND I 11180862 Countrywide WMC P AND I 11180864 Countrywide WMC P AND I 11180920 Countrywide WMC P AND I 11180930 Countrywide WMC P AND I 11180964 Countrywide WMC P AND I 11180977 Countrywide WMC P AND I 11181010 Countrywide WMC P AND I 11181098 Countrywide WMC INTEREST ONLY 11181172 Countrywide WMC INTEREST ONLY 11181188 Countrywide WMC P AND I 11181273 Countrywide WMC INTEREST ONLY 11181283 Countrywide WMC P AND I 11181297 Countrywide WMC P AND I 11181299 Countrywide WMC P AND I 11181381 Countrywide WMC P AND I 11181393 Countrywide WMC P AND I 11181456 Countrywide WMC P AND I 11181483 Countrywide WMC P AND I 11181655 Countrywide WMC P AND I 11181767 Countrywide WMC P AND I 11181770 Countrywide WMC P AND I 11181772 Countrywide WMC P AND I 11182076 Countrywide WMC INTEREST ONLY 11182172 Countrywide WMC P AND I 11182214 Countrywide WMC P AND I 11182227 Countrywide WMC P AND I 11182456 Countrywide WMC P AND I 11182457 Countrywide WMC P AND I 11182500 Countrywide WMC INTEREST ONLY 11182501 Countrywide WMC P AND I 11182662 Countrywide WMC P AND I 11182665 Countrywide WMC INTEREST ONLY 11182720 Countrywide WMC P AND I 11182726 Countrywide WMC P AND I 11182911 Countrywide WMC INTEREST ONLY 11182912 Countrywide WMC P AND I 11182914 Countrywide WMC P AND I 11182915 Countrywide WMC P AND I 11182941 Countrywide WMC P AND I 11182942 Countrywide WMC P AND I 11182970 Countrywide WMC P AND I 11183018 Countrywide WMC P AND I 11183020 Countrywide WMC P AND I 11183039 Countrywide WMC P AND I 11183082 Countrywide WMC P AND I 11183089 Countrywide WMC P AND I 11183092 Countrywide WMC P AND I 11183096 Countrywide WMC P AND I 11183134 Countrywide WMC P AND I 11183157 Countrywide WMC P AND I 11183158 Countrywide WMC P AND I 11183319 Countrywide WMC P AND I 11183352 Countrywide WMC P AND I 11183384 Countrywide WMC P AND I 11183416 Countrywide WMC P AND I 11183417 Countrywide WMC P AND I 11183525 Countrywide WMC P AND I 11183527 Countrywide WMC INTEREST ONLY 11183627 Countrywide WMC INTEREST ONLY 11183628 Countrywide WMC P AND I 11183707 Countrywide WMC P AND I 11183720 Countrywide WMC P AND I 11183721 Countrywide WMC P AND I 11183769 Countrywide WMC P AND I 11183786 Countrywide WMC P AND I 11183900 Countrywide WMC INTEREST ONLY 11183901 Countrywide WMC P AND I 11183958 Countrywide WMC P AND I 11183992 Countrywide WMC P AND I 11184000 Countrywide WMC P AND I 11184007 Countrywide WMC P AND I 11184008 Countrywide WMC P AND I 11184067 Countrywide WMC P AND I 11184077 Countrywide WMC P AND I 11184078 Countrywide WMC P AND I 11184107 Countrywide WMC INTEREST ONLY 11184194 Countrywide WMC P AND I 11184208 Countrywide WMC INTEREST ONLY 11184222 Countrywide WMC P AND I 11184239 Countrywide WMC P AND I 11184245 Countrywide WMC P AND I 11184310 Countrywide WMC P AND I 11184361 Countrywide WMC P AND I 11184396 Countrywide WMC P AND I 11184409 Countrywide WMC P AND I 11184431 Countrywide WMC P AND I 11184447 Countrywide WMC P AND I 11184450 Countrywide WMC P AND I 11184478 Countrywide WMC P AND I 11184489 Countrywide WMC P AND I 11184534 Countrywide WMC P AND I 11184535 Countrywide WMC P AND I 11184603 Countrywide WMC P AND I 11184626 Countrywide WMC P AND I 11184701 Countrywide WMC P AND I 11184702 Countrywide WMC P AND I 11184708 Countrywide WMC P AND I 11184725 Countrywide WMC INTEREST ONLY 11184742 Countrywide WMC P AND I 11184790 Countrywide WMC P AND I 11184839 Countrywide WMC P AND I 11184840 Countrywide WMC P AND I 11184866 Countrywide WMC P AND I 11184867 Countrywide WMC P AND I 11184894 Countrywide WMC P AND I 11184918 Countrywide WMC P AND I 11184952 Countrywide WMC P AND I 11184953 Countrywide WMC P AND I 11184971 Countrywide WMC P AND I 11184976 Countrywide WMC P AND I 11185113 Countrywide WMC P AND I 11185121 Countrywide WMC P AND I 11185134 Countrywide WMC P AND I 11185137 Countrywide WMC P AND I 11185190 Countrywide WMC P AND I 11185303 Countrywide WMC P AND I 11185350 Countrywide WMC P AND I 11185421 Countrywide WMC P AND I 11185482 Countrywide WMC INTEREST ONLY 11185485 Countrywide WMC P AND I 11185487 Countrywide WMC P AND I 11185506 Countrywide WMC P AND I 11185581 Countrywide WMC P AND I 11185585 Countrywide WMC P AND I 11185748 Countrywide WMC P AND I 11185754 Countrywide WMC P AND I 11185837 Countrywide WMC P AND I 11185838 Countrywide WMC P AND I 11185879 Countrywide WMC P AND I 11185966 Countrywide WMC P AND I 11185977 Countrywide WMC P AND I 11185996 Countrywide WMC P AND I 11185998 Countrywide WMC P AND I 11186035 Countrywide WMC P AND I 11186074 Countrywide WMC P AND I 11186109 Countrywide WMC P AND I 11186145 Countrywide WMC P AND I 11186159 Countrywide WMC P AND I 11186202 Countrywide WMC P AND I 11186457 Countrywide WMC P AND I 11186481 Countrywide WMC P AND I 11186508 Countrywide WMC P AND I 11186538 Countrywide WMC P AND I 11186618 Countrywide WMC P AND I 11186702 Countrywide WMC P AND I 11186718 Countrywide WMC INTEREST ONLY 11186719 Countrywide WMC P AND I 11186750 Countrywide WMC P AND I 11186759 Countrywide WMC P AND I 11186787 Countrywide WMC INTEREST ONLY 11186788 Countrywide WMC INTEREST ONLY 11186789 Countrywide WMC P AND I 11186805 Countrywide WMC P AND I 11186859 Countrywide WMC P AND I 11187042 Countrywide WMC P AND I 11187062 Countrywide WMC P AND I 11187063 Countrywide WMC P AND I 11187064 Countrywide WMC P AND I 11187067 Countrywide WMC P AND I 11187073 Countrywide WMC P AND I 11187118 Countrywide WMC P AND I 11187119 Countrywide WMC P AND I 11187129 Countrywide WMC P AND I 11187136 Countrywide WMC INTEREST ONLY 11187139 Countrywide WMC P AND I 11187140 Countrywide WMC P AND I 11187146 Countrywide WMC P AND I 11187173 Countrywide WMC P AND I 11187220 Countrywide WMC INTEREST ONLY 11187224 Countrywide WMC P AND I 11187248 Countrywide WMC P AND I 11187251 Countrywide WMC P AND I 11187322 Countrywide WMC P AND I 11187347 Countrywide WMC P AND I 11187366 Countrywide WMC P AND I 11187375 Countrywide WMC P AND I 11187376 Countrywide WMC P AND I 11187379 Countrywide WMC P AND I 11187404 Countrywide WMC P AND I 11187407 Countrywide WMC P AND I 11187429 Countrywide WMC P AND I 11187440 Countrywide WMC P AND I 11187484 Countrywide WMC P AND I 11187489 Countrywide WMC P AND I 11187523 Countrywide WMC P AND I 11187524 Countrywide WMC P AND I 11187525 Countrywide WMC P AND I 11187556 Countrywide WMC P AND I 11187563 Countrywide WMC P AND I 11187651 Countrywide WMC P AND I 11187710 Countrywide WMC INTEREST ONLY 11187711 Countrywide WMC P AND I 11187743 Countrywide WMC P AND I 11187772 Countrywide WMC INTEREST ONLY 11187774 Countrywide WMC P AND I 11187777 Countrywide WMC P AND I 11187807 Countrywide WMC P AND I 11187812 Countrywide WMC P AND I 11187823 Countrywide WMC INTEREST ONLY 11187824 Countrywide WMC P AND I 11187862 Countrywide WMC P AND I 11187870 Countrywide WMC P AND I 11187871 Countrywide WMC P AND I 11187872 Countrywide WMC P AND I 11187948 Countrywide WMC P AND I 11187949 Countrywide WMC P AND I 11187970 Countrywide WMC P AND I 11187996 Countrywide WMC P AND I 11188001 Countrywide WMC P AND I 11188002 Countrywide WMC P AND I 11188003 Countrywide WMC P AND I 11188008 Countrywide WMC P AND I 11188009 Countrywide WMC P AND I 11188022 Countrywide WMC P AND I 11188033 Countrywide WMC P AND I 11188041 Countrywide WMC P AND I 11188103 Countrywide WMC INTEREST ONLY 11188108 Countrywide WMC P AND I 11188113 Countrywide WMC P AND I 11188119 Countrywide WMC P AND I 11188145 Countrywide WMC P AND I 11188203 Countrywide WMC P AND I 11188205 Countrywide WMC P AND I 11188225 Countrywide WMC P AND I 11188267 Countrywide WMC INTEREST ONLY 11188300 Countrywide WMC P AND I 11188302 Countrywide WMC P AND I 11188321 Countrywide WMC P AND I 11188323 Countrywide WMC P AND I 11188326 Countrywide WMC P AND I 11188377 Countrywide WMC P AND I 11188378 Countrywide WMC P AND I 11188381 Countrywide WMC P AND I 11188382 Countrywide WMC P AND I 11188402 Countrywide WMC P AND I 11188484 Countrywide WMC P AND I 11188486 Countrywide WMC P AND I 11188543 Countrywide WMC P AND I 11188558 Countrywide WMC P AND I 11188559 Countrywide WMC P AND I 11188606 Countrywide WMC INTEREST ONLY 11188607 Countrywide WMC P AND I 11188621 Countrywide WMC P AND I 11188624 Countrywide WMC INTEREST ONLY 11188629 Countrywide WMC INTEREST ONLY 11188630 Countrywide WMC P AND I 11188642 Countrywide WMC P AND I 11188651 Countrywide WMC P AND I 11188691 Countrywide WMC P AND I 11188717 Countrywide WMC P AND I 11188733 Countrywide WMC P AND I 11188742 Countrywide WMC P AND I 11188816 Countrywide WMC P AND I 11188904 Countrywide WMC P AND I 11188909 Countrywide WMC P AND I 11188912 Countrywide WMC P AND I 11189005 Countrywide WMC INTEREST ONLY 11189008 Countrywide WMC P AND I 11189058 Countrywide WMC P AND I 11189059 Countrywide WMC P AND I 11189060 Countrywide WMC P AND I 11189061 Countrywide WMC P AND I 11189076 Countrywide WMC P AND I 11189083 Countrywide WMC P AND I 11189085 Countrywide WMC P AND I 11189097 Countrywide WMC P AND I 11189098 Countrywide WMC P AND I 11189109 Countrywide WMC P AND I 11189121 Countrywide WMC P AND I 11189299 Countrywide WMC P AND I 11189307 Countrywide WMC P AND I 11189349 Countrywide WMC P AND I 11189373 Countrywide WMC INTEREST ONLY 11189374 Countrywide WMC P AND I 11189436 Countrywide WMC P AND I 11189598 Countrywide WMC P AND I 11189633 Countrywide WMC INTEREST ONLY 11189661 Countrywide WMC P AND I 11189663 Countrywide WMC P AND I 11189684 Countrywide WMC P AND I 11189731 Countrywide WMC P AND I 11189735 Countrywide WMC P AND I 11189736 Countrywide WMC P AND I 11189776 Countrywide WMC P AND I 11189813 Countrywide WMC P AND I 11189816 Countrywide WMC P AND I 11189883 Countrywide WMC P AND I 11189894 Countrywide WMC P AND I 11189897 Countrywide WMC P AND I 11189932 Countrywide WMC P AND I 11189936 Countrywide WMC P AND I 11190041 Countrywide WMC P AND I 11190058 Countrywide WMC P AND I 11190074 Countrywide WMC P AND I 11190075 Countrywide WMC P AND I 11190095 Countrywide WMC P AND I 11190129 Countrywide WMC P AND I 11190156 Countrywide WMC INTEREST ONLY 11190158 Countrywide WMC INTEREST ONLY 11190159 Countrywide WMC P AND I 11190202 Countrywide WMC P AND I 11190203 Countrywide WMC P AND I 11190335 Countrywide WMC P AND I 11190364 Countrywide WMC INTEREST ONLY 11190366 Countrywide WMC P AND I 11190369 Countrywide WMC P AND I 11190381 Countrywide WMC INTEREST ONLY 11190398 Countrywide WMC P AND I 11190402 Countrywide WMC P AND I 11190405 Countrywide WMC P AND I 11190425 Countrywide WMC P AND I 11190426 Countrywide WMC P AND I 11190430 Countrywide WMC P AND I 11190443 Countrywide WMC INTEREST ONLY 11190444 Countrywide WMC P AND I 11190462 Countrywide WMC INTEREST ONLY 11190485 Countrywide WMC P AND I 11190510 Countrywide WMC P AND I 11190522 Countrywide WMC P AND I 11190590 Countrywide WMC INTEREST ONLY 11190591 Countrywide WMC P AND I 11190615 Countrywide WMC P AND I 11190632 Countrywide WMC INTEREST ONLY 11190633 Countrywide WMC P AND I 11190641 Countrywide WMC P AND I 11190792 Countrywide WMC P AND I 11190808 Countrywide WMC INTEREST ONLY 11190817 Countrywide WMC P AND I 11190823 Countrywide WMC P AND I 11190843 Countrywide WMC P AND I 11190864 Countrywide WMC P AND I 11190865 Countrywide WMC P AND I 11190866 Countrywide WMC P AND I 11190875 Countrywide WMC P AND I 11190877 Countrywide WMC P AND I 11190880 Countrywide WMC P AND I 11190882 Countrywide WMC P AND I 11190883 Countrywide WMC P AND I 11190907 Countrywide WMC P AND I 11190911 Countrywide WMC INTEREST ONLY 11190914 Countrywide WMC P AND I 11190959 Countrywide WMC P AND I 11190961 Countrywide WMC P AND I 11191073 Countrywide WMC INTEREST ONLY 11191078 Countrywide WMC P AND I 11191091 Countrywide WMC P AND I 11191102 Countrywide WMC INTEREST ONLY 11191107 Countrywide WMC P AND I 11191109 Countrywide WMC P AND I 11191137 Countrywide WMC P AND I 11191163 Countrywide WMC P AND I 11191189 Countrywide WMC P AND I 11191214 Countrywide WMC P AND I 11191215 Countrywide WMC P AND I 11191222 Countrywide WMC P AND I 11191273 Countrywide WMC P AND I 11191274 Countrywide WMC P AND I 11191276 Countrywide WMC P AND I 11191288 Countrywide WMC P AND I 11191289 Countrywide WMC P AND I 11191314 Countrywide WMC P AND I 11191317 Countrywide WMC P AND I 11191342 Countrywide WMC P AND I 11191346 Countrywide WMC P AND I 11191353 Countrywide WMC P AND I 11191383 Countrywide WMC P AND I 11191399 Countrywide WMC P AND I 11191470 Countrywide WMC INTEREST ONLY 11191510 Countrywide WMC P AND I 11191525 Countrywide WMC P AND I 11191624 Countrywide WMC P AND I 11191629 Countrywide WMC INTEREST ONLY 11191630 Countrywide WMC P AND I 11191706 Countrywide WMC P AND I 11191712 Countrywide WMC P AND I 11191735 Countrywide WMC INTEREST ONLY 11191749 Countrywide WMC INTEREST ONLY 11191773 Countrywide WMC INTEREST ONLY 11191774 Countrywide WMC P AND I 11191800 Countrywide WMC P AND I 11191805 Countrywide WMC P AND I 11191815 Countrywide WMC P AND I 11191971 Countrywide WMC P AND I 11191977 Countrywide WMC P AND I 11191991 Countrywide WMC P AND I 11192066 Countrywide WMC INTEREST ONLY 11192067 Countrywide WMC P AND I 11192118 Countrywide WMC P AND I 11192119 Countrywide WMC P AND I 11192144 Countrywide WMC P AND I 11192177 Countrywide WMC P AND I 11192196 Countrywide WMC P AND I 11192197 Countrywide WMC P AND I 11192210 Countrywide WMC INTEREST ONLY 11192255 Countrywide WMC INTEREST ONLY 11192256 Countrywide WMC P AND I 11192276 Countrywide WMC P AND I 11192285 Countrywide WMC P AND I 11192340 Countrywide WMC P AND I 11192348 Countrywide WMC P AND I 11192349 Countrywide WMC P AND I 11192351 Countrywide WMC P AND I 11192367 Countrywide WMC P AND I 11192369 Countrywide WMC P AND I 11192397 Countrywide WMC P AND I 11192410 Countrywide WMC P AND I 11192418 Countrywide WMC P AND I 11192419 Countrywide WMC P AND I 11192421 Countrywide WMC P AND I 11192495 Countrywide WMC P AND I 11192497 Countrywide WMC P AND I 11192511 Countrywide WMC P AND I 11192513 Countrywide WMC P AND I 11192546 Countrywide WMC P AND I 11192553 Countrywide WMC P AND I 11192562 Countrywide WMC P AND I 11192585 Countrywide WMC P AND I 11192623 Countrywide WMC P AND I 11192625 Countrywide WMC P AND I 11192650 Countrywide WMC INTEREST ONLY 11192685 Countrywide WMC P AND I 11192694 Countrywide WMC P AND I 11192718 Countrywide WMC P AND I 11192720 Countrywide WMC P AND I 11192773 Countrywide WMC P AND I 11192791 Countrywide WMC P AND I 11192828 Countrywide WMC P AND I 11192835 Countrywide WMC P AND I 11192838 Countrywide WMC P AND I 11192868 Countrywide WMC INTEREST ONLY 11192871 Countrywide WMC P AND I 11192904 Countrywide WMC P AND I 11192921 Countrywide WMC INTEREST ONLY 11192956 Countrywide WMC INTEREST ONLY 11192960 Countrywide WMC P AND I 11193039 Countrywide WMC P AND I 11193051 Countrywide WMC P AND I 11193054 Countrywide WMC P AND I 11193056 Countrywide WMC P AND I 11193076 Countrywide WMC P AND I 11193103 Countrywide WMC P AND I 11193142 Countrywide WMC P AND I 11193153 Countrywide WMC P AND I 11193193 Countrywide WMC INTEREST ONLY 11193194 Countrywide WMC P AND I 11193198 Countrywide WMC P AND I 11193202 Countrywide WMC P AND I 11193205 Countrywide WMC P AND I 11193229 Countrywide WMC INTEREST ONLY 11193255 Countrywide WMC P AND I 11193314 Countrywide WMC P AND I 11193385 Countrywide WMC P AND I 11193386 Countrywide WMC P AND I 11193455 Countrywide WMC P AND I 11193482 Countrywide WMC INTEREST ONLY 11193484 Countrywide WMC P AND I 11193491 Countrywide WMC P AND I 11193500 Countrywide WMC P AND I 11193560 Countrywide WMC P AND I 11193561 Countrywide WMC P AND I 11193579 Countrywide WMC INTEREST ONLY 11193581 Countrywide WMC P AND I 11193608 Countrywide WMC P AND I 11193643 Countrywide WMC P AND I 11193666 Countrywide WMC P AND I 11193721 Countrywide WMC P AND I 11193799 Countrywide WMC P AND I 11193807 Countrywide WMC P AND I 11193810 Countrywide WMC P AND I 11193850 Countrywide WMC P AND I 11193851 Countrywide WMC P AND I 11193866 Countrywide WMC P AND I 11193867 Countrywide WMC P AND I 11193901 Countrywide WMC P AND I 11193910 Countrywide WMC INTEREST ONLY 11193911 Countrywide WMC P AND I 11193929 Countrywide WMC P AND I 11193968 Countrywide WMC P AND I 11193969 Countrywide WMC P AND I 11193973 Countrywide WMC P AND I 11193996 Countrywide WMC P AND I 11194026 Countrywide WMC P AND I 11194028 Countrywide WMC P AND I 11194038 Countrywide WMC P AND I 11194122 Countrywide WMC P AND I 11194141 Countrywide WMC P AND I 11194144 Countrywide WMC P AND I 11194214 Countrywide WMC P AND I 11194219 Countrywide WMC P AND I 11194220 Countrywide WMC P AND I 11194271 Countrywide WMC INTEREST ONLY 11194379 Countrywide WMC P AND I 11194383 Countrywide WMC P AND I 11194386 Countrywide WMC P AND I 11194426 Countrywide WMC P AND I 11194433 Countrywide WMC P AND I 11194436 Countrywide WMC INTEREST ONLY 11194437 Countrywide WMC P AND I 11194442 Countrywide WMC P AND I 11194443 Countrywide WMC P AND I 11194499 Countrywide WMC P AND I 11194509 Countrywide WMC P AND I 11194548 Countrywide WMC P AND I 11194550 Countrywide WMC INTEREST ONLY 11194566 Countrywide WMC P AND I 11194603 Countrywide WMC INTEREST ONLY 11194604 Countrywide WMC P AND I 11194653 Countrywide WMC P AND I 11194654 Countrywide WMC P AND I 11194716 Countrywide WMC P AND I 11194723 Countrywide WMC INTEREST ONLY 11194726 Countrywide WMC P AND I 11194734 Countrywide WMC P AND I 11194741 Countrywide WMC P AND I 11194742 Countrywide WMC P AND I 11194770 Countrywide WMC P AND I 11194771 Countrywide WMC P AND I 11194803 Countrywide WMC P AND I 11194851 Countrywide WMC P AND I 11194853 Countrywide WMC P AND I 11194923 Countrywide WMC P AND I 11194924 Countrywide WMC P AND I 11194963 Countrywide WMC P AND I 11194964 Countrywide WMC P AND I 11195004 Countrywide WMC P AND I 11195007 Countrywide WMC P AND I 11195013 Countrywide WMC P AND I 11195079 Countrywide WMC INTEREST ONLY 11195091 Countrywide WMC P AND I 11195128 Countrywide WMC P AND I 11195183 Countrywide WMC P AND I 11195184 Countrywide WMC P AND I 11195225 Countrywide WMC P AND I 11195238 Countrywide WMC P AND I 11195245 Countrywide WMC P AND I 11195246 Countrywide WMC INTEREST ONLY 11195261 Countrywide WMC INTEREST ONLY 11195285 Countrywide WMC P AND I 11195287 Countrywide WMC P AND I 11195345 Countrywide WMC P AND I 11195346 Countrywide WMC P AND I 11195371 Countrywide WMC INTEREST ONLY 11195411 Countrywide WMC INTEREST ONLY 11195413 Countrywide WMC P AND I 11195415 Countrywide WMC P AND I 11195462 Countrywide WMC INTEREST ONLY 11195467 Countrywide WMC P AND I 11195514 Countrywide WMC P AND I 11195524 Countrywide WMC P AND I 11195630 Countrywide WMC INTEREST ONLY 11195634 Countrywide WMC P AND I 11195648 Countrywide WMC P AND I 11195687 Countrywide WMC P AND I 11195712 Countrywide WMC P AND I 11195713 Countrywide WMC P AND I 11195715 Countrywide WMC P AND I 11195716 Countrywide WMC P AND I 11195740 Countrywide WMC P AND I 11195741 Countrywide WMC P AND I 11195789 Countrywide WMC INTEREST ONLY 11195790 Countrywide WMC P AND I 11195814 Countrywide WMC P AND I 11195841 Countrywide WMC P AND I 11195908 Countrywide WMC P AND I 11195946 Countrywide WMC P AND I 11195973 Countrywide WMC INTEREST ONLY 11195974 Countrywide WMC P AND I 11195988 Countrywide WMC P AND I 11196002 Countrywide WMC INTEREST ONLY 11196039 Countrywide WMC P AND I 11196040 Countrywide WMC P AND I 11196111 Countrywide WMC P AND I 11196123 Countrywide WMC P AND I 11196232 Countrywide WMC P AND I 11196233 Countrywide WMC INTEREST ONLY 11196270 Countrywide WMC P AND I 11196283 Countrywide WMC P AND I 11196320 Countrywide WMC INTEREST ONLY 11196327 Countrywide WMC INTEREST ONLY 11196331 Countrywide WMC P AND I 11196340 Countrywide WMC P AND I 11196344 Countrywide WMC P AND I 11196355 Countrywide WMC P AND I 11196358 Countrywide WMC P AND I 11196363 Countrywide WMC INTEREST ONLY 11196364 Countrywide WMC P AND I 11196380 Countrywide WMC INTEREST ONLY 11196381 Countrywide WMC P AND I 11196382 Countrywide WMC INTEREST ONLY 11196384 Countrywide WMC P AND I 11196423 Countrywide WMC INTEREST ONLY 11196427 Countrywide WMC P AND I 11196428 Countrywide WMC P AND I 11196429 Countrywide WMC P AND I 11196477 Countrywide WMC P AND I 11196478 Countrywide WMC INTEREST ONLY 11196488 Countrywide WMC INTEREST ONLY 11196522 Countrywide WMC P AND I 11196525 Countrywide WMC P AND I 11196529 Countrywide WMC INTEREST ONLY 11196534 Countrywide WMC INTEREST ONLY 11196541 Countrywide WMC P AND I 11196548 Countrywide WMC P AND I 11196584 Countrywide WMC P AND I 11196678 Countrywide WMC INTEREST ONLY 11196757 Countrywide WMC P AND I 11196841 Countrywide WMC P AND I 11196842 Countrywide WMC P AND I 11196846 Countrywide WMC P AND I 11196864 Countrywide WMC P AND I 11196904 Countrywide WMC P AND I 11196910 Countrywide WMC P AND I 11196946 Countrywide WMC P AND I 11196967 Countrywide WMC INTEREST ONLY 11196979 Countrywide WMC INTEREST ONLY 11196980 Countrywide WMC P AND I 11196988 Countrywide WMC INTEREST ONLY 11196989 Countrywide WMC P AND I 11197016 Countrywide WMC P AND I 11197023 Countrywide WMC P AND I 11197028 Countrywide WMC P AND I 11197029 Countrywide WMC P AND I 11197100 Countrywide WMC P AND I 11197153 Countrywide WMC P AND I 11197154 Countrywide WMC P AND I 11197158 Countrywide WMC INTEREST ONLY 11197163 Countrywide WMC P AND I 11197191 Countrywide WMC P AND I 11197192 Countrywide WMC P AND I 11197218 Countrywide WMC P AND I 11197226 Countrywide WMC P AND I 11197237 Countrywide WMC P AND I 11197262 Countrywide WMC P AND I 11197263 Countrywide WMC P AND I 11197286 Countrywide WMC P AND I 11197287 Countrywide WMC P AND I 11197296 Countrywide WMC P AND I 11197297 Countrywide WMC P AND I 11197300 Countrywide WMC P AND I 11197305 Countrywide WMC P AND I 11197312 Countrywide WMC P AND I 11197318 Countrywide WMC P AND I 11197319 Countrywide WMC P AND I 11197333 Countrywide WMC P AND I 11197377 Countrywide WMC INTEREST ONLY 11197385 Countrywide WMC P AND I 11197388 Countrywide WMC P AND I 11197394 Countrywide WMC P AND I 11197400 Countrywide WMC INTEREST ONLY 11197403 Countrywide WMC P AND I 11197427 Countrywide WMC P AND I 11197434 Countrywide WMC P AND I 11197464 Countrywide WMC P AND I 11197467 Countrywide WMC P AND I 11197490 Countrywide WMC P AND I 11197525 Countrywide WMC P AND I 11197614 Countrywide WMC P AND I 11197630 Countrywide WMC INTEREST ONLY 11197639 Countrywide WMC P AND I 11197662 Countrywide WMC INTEREST ONLY 11197677 Countrywide WMC P AND I 11197679 Countrywide WMC P AND I 11197696 Countrywide WMC P AND I 11197714 Countrywide WMC P AND I 11197724 Countrywide WMC P AND I 11197732 Countrywide WMC INTEREST ONLY 11197739 Countrywide WMC P AND I 11197753 Countrywide WMC P AND I 11197760 Countrywide WMC P AND I 11197781 Countrywide WMC P AND I 11197827 Countrywide WMC P AND I 11197841 Countrywide WMC P AND I 11197842 Countrywide WMC P AND I 11197851 Countrywide WMC P AND I 11197854 Countrywide WMC P AND I 11197864 Countrywide WMC P AND I 11197894 Countrywide WMC P AND I 11197915 Countrywide WMC P AND I 11197953 Countrywide WMC P AND I 11198021 Countrywide WMC P AND I 11198066 Countrywide WMC P AND I 11198067 Countrywide WMC P AND I 11198068 Countrywide WMC P AND I 11198074 Countrywide WMC P AND I 11198075 Countrywide WMC P AND I 11198083 Countrywide WMC P AND I 11198086 Countrywide WMC P AND I 11198088 Countrywide WMC INTEREST ONLY 11198089 Countrywide WMC P AND I 11198105 Countrywide WMC P AND I 11198106 Countrywide WMC P AND I 11198107 Countrywide WMC P AND I 11198128 Countrywide WMC P AND I 11198132 Countrywide WMC P AND I 11198175 Countrywide WMC INTEREST ONLY 11198211 Countrywide WMC P AND I 11198254 Countrywide WMC P AND I 11198263 Countrywide WMC P AND I 11198271 Countrywide WMC P AND I 11198274 Countrywide WMC INTEREST ONLY 11198277 Countrywide WMC P AND I 11198278 Countrywide WMC P AND I 11198312 Countrywide WMC P AND I 11198313 Countrywide WMC P AND I 11198338 Countrywide WMC P AND I 11198339 Countrywide WMC P AND I 11198347 Countrywide WMC P AND I 11198353 Countrywide WMC P AND I 11198364 Countrywide WMC P AND I 11198374 Countrywide WMC P AND I 11198378 Countrywide WMC INTEREST ONLY 11198394 Countrywide WMC P AND I 11198401 Countrywide WMC INTEREST ONLY 11198409 Countrywide WMC P AND I 11198447 Countrywide WMC P AND I 11198448 Countrywide WMC P AND I 11198456 Countrywide WMC P AND I 11198459 Countrywide WMC P AND I 11198463 Countrywide WMC P AND I 11198465 Countrywide WMC P AND I 11198466 Countrywide WMC P AND I 11198509 Countrywide WMC INTEREST ONLY 11198514 Countrywide WMC P AND I 11198520 Countrywide WMC P AND I 11198522 Countrywide WMC P AND I 11198526 Countrywide WMC P AND I 11198529 Countrywide WMC P AND I 11198551 Countrywide WMC INTEREST ONLY 11198553 Countrywide WMC P AND I 11198577 Countrywide WMC P AND I 11198589 Countrywide WMC P AND I 11198591 Countrywide WMC P AND I 11198597 Countrywide WMC INTEREST ONLY 11198598 Countrywide WMC P AND I 11198633 Countrywide WMC P AND I 11198666 Countrywide WMC P AND I 11198673 Countrywide WMC INTEREST ONLY 11198684 Countrywide WMC P AND I 11198729 Countrywide WMC P AND I 11198749 Countrywide WMC P AND I 11198750 Countrywide WMC P AND I 11198789 Countrywide WMC P AND I 11198835 Countrywide WMC P AND I 11198900 Countrywide WMC P AND I 11198903 Countrywide WMC P AND I 11198926 Countrywide WMC P AND I 11198928 Countrywide WMC P AND I 11198931 Countrywide WMC P AND I 11198945 Countrywide WMC P AND I 11198956 Countrywide WMC P AND I 11198981 Countrywide WMC P AND I 11198998 Countrywide WMC P AND I 11199037 Countrywide WMC INTEREST ONLY 11199038 Countrywide WMC P AND I 11199051 Countrywide WMC INTEREST ONLY 11199064 Countrywide WMC P AND I 11199099 Countrywide WMC INTEREST ONLY 11199101 Countrywide WMC P AND I 11199105 Countrywide WMC P AND I 11199106 Countrywide WMC P AND I 11199175 Countrywide WMC P AND I 11199190 Countrywide WMC P AND I 11199215 Countrywide WMC P AND I 11199217 Countrywide WMC INTEREST ONLY 11199218 Countrywide WMC P AND I 11199233 Countrywide WMC P AND I 11199296 Countrywide WMC INTEREST ONLY 11199299 Countrywide WMC INTEREST ONLY 11199351 Countrywide WMC P AND I 11199376 Countrywide WMC P AND I 11199377 Countrywide WMC P AND I 11199393 Countrywide WMC P AND I 11199417 Countrywide WMC P AND I 11199434 Countrywide WMC P AND I 11199435 Countrywide WMC P AND I 11199461 Countrywide WMC INTEREST ONLY 11199518 Countrywide WMC P AND I 11199520 Countrywide WMC P AND I 11199540 Countrywide WMC P AND I 11199542 Countrywide WMC P AND I 11199573 Countrywide WMC INTEREST ONLY 11199600 Countrywide WMC P AND I 11199632 Countrywide WMC INTEREST ONLY 11199633 Countrywide WMC P AND I 11199677 Countrywide WMC P AND I 11199679 Countrywide WMC P AND I 11199688 Countrywide WMC P AND I 11199740 Countrywide WMC INTEREST ONLY 11199744 Countrywide WMC P AND I 11199745 Countrywide WMC P AND I 11199819 Countrywide WMC P AND I 11199837 Countrywide WMC P AND I 11199838 Countrywide WMC P AND I 11199866 Countrywide WMC P AND I 11199874 Countrywide WMC P AND I 11199901 Countrywide WMC INTEREST ONLY 11199909 Countrywide WMC P AND I 11199926 Countrywide WMC P AND I 11199944 Countrywide WMC P AND I 11199990 Countrywide WMC P AND I 11199993 Countrywide WMC P AND I 11200030 Countrywide WMC P AND I 11200031 Countrywide WMC P AND I 11200033 Countrywide WMC P AND I 11200078 Countrywide WMC P AND I 11200080 Countrywide WMC P AND I 11200082 Countrywide WMC INTEREST ONLY 11200083 Countrywide WMC P AND I 11200105 Countrywide WMC INTEREST ONLY 11200132 Countrywide WMC P AND I 11200137 Countrywide WMC P AND I 11200149 Countrywide WMC P AND I 11200155 Countrywide WMC P AND I 11200161 Countrywide WMC P AND I 11200179 Countrywide WMC P AND I 11200205 Countrywide WMC P AND I 11200206 Countrywide WMC P AND I 11200254 Countrywide WMC P AND I 11200257 Countrywide WMC P AND I 11200288 Countrywide WMC P AND I 11200299 Countrywide WMC P AND I 11200300 Countrywide WMC P AND I 11200323 Countrywide WMC P AND I 11200327 Countrywide WMC INTEREST ONLY 11200328 Countrywide WMC INTEREST ONLY 11200329 Countrywide WMC P AND I 11200346 Countrywide WMC INTEREST ONLY 11200348 Countrywide WMC P AND I 11200352 Countrywide WMC P AND I 11200362 Countrywide WMC P AND I 11200363 Countrywide WMC INTEREST ONLY 11200364 Countrywide WMC P AND I 11200366 Countrywide WMC P AND I 11200371 Countrywide WMC INTEREST ONLY 11200372 Countrywide WMC P AND I 11200381 Countrywide WMC P AND I 11200382 Countrywide WMC INTEREST ONLY 11200383 Countrywide WMC P AND I 11200400 Countrywide WMC P AND I 11200402 Countrywide WMC P AND I 11200403 Countrywide WMC P AND I 11200404 Countrywide WMC P AND I 11200412 Countrywide WMC P AND I 11200413 Countrywide WMC P AND I 11200425 Countrywide WMC INTEREST ONLY 11200450 Countrywide WMC P AND I 11200455 Countrywide WMC P AND I 11200464 Countrywide WMC P AND I 11200472 Countrywide WMC P AND I 11200476 Countrywide WMC P AND I 11200481 Countrywide WMC P AND I 11200488 Countrywide WMC INTEREST ONLY 11200495 Countrywide WMC P AND I 11200496 Countrywide WMC P AND I 11200498 Countrywide WMC P AND I 11200499 Countrywide WMC P AND I 11200500 Countrywide WMC P AND I 11200511 Countrywide WMC P AND I 11200547 Countrywide WMC P AND I 11200548 Countrywide WMC P AND I 11200549 Countrywide WMC P AND I 11200550 Countrywide WMC P AND I 11200572 Countrywide WMC INTEREST ONLY 11200577 Countrywide WMC P AND I 11200645 Countrywide WMC P AND I 11200650 Countrywide WMC P AND I 11200660 Countrywide WMC P AND I 11200718 Countrywide WMC P AND I 11200734 Countrywide WMC P AND I 11200736 Countrywide WMC P AND I 11200738 Countrywide WMC P AND I 11200739 Countrywide WMC P AND I 11200746 Countrywide WMC INTEREST ONLY 11200783 Countrywide WMC P AND I 11200793 Countrywide WMC P AND I 11200831 Countrywide WMC P AND I 11200846 Countrywide WMC INTEREST ONLY 11200850 Countrywide WMC P AND I 11200854 Countrywide WMC P AND I 11200897 Countrywide WMC P AND I 11200898 Countrywide WMC P AND I 11200939 Countrywide WMC P AND I 11200941 Countrywide WMC P AND I 11200967 Countrywide WMC P AND I 11200996 Countrywide WMC P AND I 11201005 Countrywide WMC INTEREST ONLY 11201006 Countrywide WMC P AND I 11201010 Countrywide WMC P AND I 11201011 Countrywide WMC P AND I 11201020 Countrywide WMC INTEREST ONLY 11201021 Countrywide WMC P AND I 11201022 Countrywide WMC P AND I 11201023 Countrywide WMC P AND I 11201035 Countrywide WMC P AND I 11201040 Countrywide WMC P AND I 11201080 Countrywide WMC INTEREST ONLY 11201095 Countrywide WMC P AND I 11201096 Countrywide WMC P AND I 11201099 Countrywide WMC P AND I 11201158 Countrywide WMC P AND I 11201172 Countrywide WMC P AND I 11201175 Countrywide WMC P AND I 11201184 Countrywide WMC P AND I 11201185 Countrywide WMC P AND I 11201190 Countrywide WMC P AND I 11201196 Countrywide WMC P AND I 11201199 Countrywide WMC INTEREST ONLY 11201209 Countrywide WMC P AND I 11201210 Countrywide WMC P AND I 11201235 Countrywide WMC P AND I 11201272 Countrywide WMC P AND I 11201274 Countrywide WMC P AND I 11201290 Countrywide WMC P AND I 11201295 Countrywide WMC P AND I 11201304 Countrywide WMC P AND I 11201331 Countrywide WMC P AND I 11201338 Countrywide WMC P AND I 11201339 Countrywide WMC P AND I 11201355 Countrywide WMC P AND I 11201356 Countrywide WMC P AND I 11201362 Countrywide WMC P AND I 11201406 Countrywide WMC P AND I 11201410 Countrywide WMC P AND I 11201420 Countrywide WMC P AND I 11201421 Countrywide WMC P AND I 11201440 Countrywide WMC INTEREST ONLY 11201441 Countrywide WMC P AND I 11201442 Countrywide WMC P AND I 11201459 Countrywide WMC P AND I 11201536 Countrywide WMC P AND I 11201560 Countrywide WMC P AND I 11201564 Countrywide WMC P AND I 11201569 Countrywide WMC P AND I 11201583 Countrywide WMC P AND I 11201622 Countrywide WMC INTEREST ONLY 11201623 Countrywide WMC INTEREST ONLY 11201625 Countrywide WMC P AND I 11201627 Countrywide WMC P AND I 11201676 Countrywide WMC INTEREST ONLY 11201677 Countrywide WMC P AND I 11201703 Countrywide WMC P AND I 11201717 Countrywide WMC P AND I 11201731 Countrywide WMC P AND I 11201744 Countrywide WMC INTEREST ONLY 11201745 Countrywide WMC P AND I 11201746 Countrywide WMC INTEREST ONLY 11201754 Countrywide WMC INTEREST ONLY 11201775 Countrywide WMC P AND I 11201782 Countrywide WMC P AND I 11201784 Countrywide WMC P AND I 11201789 Countrywide WMC P AND I 11201791 Countrywide WMC INTEREST ONLY 11201794 Countrywide WMC P AND I 11201803 Countrywide WMC P AND I 11201806 Countrywide WMC P AND I 11201817 Countrywide WMC P AND I 11201825 Countrywide WMC P AND I 11201830 Countrywide WMC P AND I 11201854 Countrywide WMC INTEREST ONLY 11201856 Countrywide WMC P AND I 11201876 Countrywide WMC INTEREST ONLY 11201877 Countrywide WMC P AND I 11201880 Countrywide WMC INTEREST ONLY 11201885 Countrywide WMC P AND I 11201886 Countrywide WMC P AND I 11201912 Countrywide WMC P AND I 11201916 Countrywide WMC P AND I 11201957 Countrywide WMC P AND I 11201959 Countrywide WMC P AND I 11201976 Countrywide WMC P AND I 11202005 Countrywide WMC P AND I 11202008 Countrywide WMC P AND I 11202009 Countrywide WMC P AND I 11202039 Countrywide WMC P AND I 11202065 Countrywide WMC P AND I 11202075 Countrywide WMC INTEREST ONLY 11202080 Countrywide WMC P AND I 11202112 Countrywide WMC P AND I 11202138 Countrywide WMC P AND I 11202181 Countrywide WMC P AND I 11202219 Countrywide WMC P AND I 11202220 Countrywide WMC P AND I 11202263 Countrywide WMC INTEREST ONLY 11202264 Countrywide WMC P AND I 11202275 Countrywide WMC P AND I 11202289 Countrywide WMC P AND I 11202290 Countrywide WMC P AND I 11202301 Countrywide WMC P AND I 11202302 Countrywide WMC P AND I 11202309 Countrywide WMC P AND I 11202310 Countrywide WMC P AND I 11202327 Countrywide WMC INTEREST ONLY 11202351 Countrywide WMC INTEREST ONLY 11202352 Countrywide WMC P AND I 11202361 Countrywide WMC P AND I 11202381 Countrywide WMC INTEREST ONLY 11202382 Countrywide WMC P AND I 11202396 Countrywide WMC P AND I 11202409 Countrywide WMC P AND I 11202415 Countrywide WMC P AND I 11202416 Countrywide WMC P AND I 11202418 Countrywide WMC P AND I 11202431 Countrywide WMC P AND I 11202432 Countrywide WMC P AND I 11202439 Countrywide WMC P AND I 11202450 Countrywide WMC INTEREST ONLY 11202467 Countrywide WMC P AND I 11202471 Countrywide WMC P AND I 11202472 Countrywide WMC P AND I 11202476 Countrywide WMC P AND I 11202486 Countrywide WMC INTEREST ONLY 11202487 Countrywide WMC P AND I 11202517 Countrywide WMC P AND I 11202521 Countrywide WMC P AND I 11202531 Countrywide WMC INTEREST ONLY 11202548 Countrywide WMC INTEREST ONLY 11202567 Countrywide WMC P AND I 11202570 Countrywide WMC P AND I 11202574 Countrywide WMC INTEREST ONLY 11202597 Countrywide WMC P AND I 11202598 Countrywide WMC P AND I 11202631 Countrywide WMC P AND I 11202633 Countrywide WMC P AND I 11202645 Countrywide WMC P AND I 11202651 Countrywide WMC INTEREST ONLY 11202652 Countrywide WMC P AND I 11202709 Countrywide WMC P AND I 11202722 Countrywide WMC P AND I 11202725 Countrywide WMC P AND I 11202730 Countrywide WMC P AND I 11202731 Countrywide WMC P AND I 11202738 Countrywide WMC P AND I 11202742 Countrywide WMC P AND I 11202743 Countrywide WMC P AND I 11202777 Countrywide WMC P AND I 11202795 Countrywide WMC INTEREST ONLY 11202808 Countrywide WMC P AND I 11202833 Countrywide WMC P AND I 11202848 Countrywide WMC P AND I 11202856 Countrywide WMC P AND I 11202858 Countrywide WMC P AND I 11202876 Countrywide WMC P AND I 11202880 Countrywide WMC P AND I 11202881 Countrywide WMC P AND I 11202910 Countrywide WMC INTEREST ONLY 11202914 Countrywide WMC P AND I 11202915 Countrywide WMC P AND I 11202916 Countrywide WMC P AND I 11202919 Countrywide WMC P AND I 11202966 Countrywide WMC INTEREST ONLY 11202974 Countrywide WMC P AND I 11202981 Countrywide WMC P AND I 11202989 Countrywide WMC P AND I 11202990 Countrywide WMC P AND I 11202991 Countrywide WMC P AND I 11203033 Countrywide WMC INTEREST ONLY 11203048 Countrywide WMC P AND I 11203055 Countrywide WMC INTEREST ONLY 11203058 Countrywide WMC P AND I 11203075 Countrywide WMC P AND I 11203094 Countrywide WMC P AND I 11203096 Countrywide WMC P AND I 11203124 Countrywide WMC P AND I 11203133 Countrywide WMC P AND I 11203144 Countrywide WMC P AND I 11203158 Countrywide WMC INTEREST ONLY 11203161 Countrywide WMC P AND I 11203182 Countrywide WMC INTEREST ONLY 11203184 Countrywide WMC P AND I 11203185 Countrywide WMC P AND I 11203203 Countrywide WMC P AND I 11203209 Countrywide WMC P AND I 11203210 Countrywide WMC P AND I 11203260 Countrywide WMC P AND I 11203272 Countrywide WMC P AND I 11203273 Countrywide WMC P AND I 11203274 Countrywide WMC P AND I 11203276 Countrywide WMC P AND I 11203286 Countrywide WMC P AND I 11203290 Countrywide WMC P AND I 11203301 Countrywide WMC P AND I 11203305 Countrywide WMC P AND I 11203314 Countrywide WMC INTEREST ONLY 11203330 Countrywide WMC P AND I 11203335 Countrywide WMC P AND I 11203354 Countrywide WMC P AND I 11203363 Countrywide WMC INTEREST ONLY 11203385 Countrywide WMC INTEREST ONLY 11203393 Countrywide WMC P AND I 11203394 Countrywide WMC P AND I 11203400 Countrywide WMC P AND I 11203402 Countrywide WMC P AND I 11203413 Countrywide WMC INTEREST ONLY 11203427 Countrywide WMC P AND I 11203429 Countrywide WMC P AND I 11203430 Countrywide WMC INTEREST ONLY 11203435 Countrywide WMC INTEREST ONLY 11203437 Countrywide WMC P AND I 11203474 Countrywide WMC P AND I 11203494 Countrywide WMC INTEREST ONLY 11203501 Countrywide WMC P AND I 11203502 Countrywide WMC P AND I 11203509 Countrywide WMC P AND I 11203511 Countrywide WMC P AND I 11203514 Countrywide WMC P AND I 11203519 Countrywide WMC P AND I 11203574 Countrywide WMC INTEREST ONLY 11203575 Countrywide WMC P AND I 11203590 Countrywide WMC P AND I 11203660 Countrywide WMC P AND I 11203663 Countrywide WMC INTEREST ONLY 11203665 Countrywide WMC P AND I 11203683 Countrywide WMC P AND I 11203684 Countrywide WMC P AND I 11203703 Countrywide WMC P AND I 11203704 Countrywide WMC P AND I 11203722 Countrywide WMC INTEREST ONLY 11203723 Countrywide WMC P AND I 11203732 Countrywide WMC P AND I 11203733 Countrywide WMC P AND I 11203750 Countrywide WMC P AND I 11203751 Countrywide WMC P AND I 11203753 Countrywide WMC P AND I 11203754 Countrywide WMC P AND I 11203755 Countrywide WMC P AND I 11203756 Countrywide WMC P AND I 11203770 Countrywide WMC P AND I 11203781 Countrywide WMC P AND I 11203782 Countrywide WMC P AND I 11203802 Countrywide WMC P AND I 11203812 Countrywide WMC P AND I 11203827 Countrywide WMC P AND I 11203835 Countrywide WMC P AND I 11203846 Countrywide WMC P AND I 11203847 Countrywide WMC INTEREST ONLY 11203879 Countrywide WMC P AND I 11203881 Countrywide WMC P AND I 11203889 Countrywide WMC INTEREST ONLY 11203890 Countrywide WMC P AND I 11203901 Countrywide WMC P AND I 11203904 Countrywide WMC P AND I 11203905 Countrywide WMC P AND I 11203976 Countrywide WMC P AND I 11203979 Countrywide WMC P AND I 11203987 Countrywide WMC P AND I 11204026 Countrywide WMC P AND I 11204031 Countrywide WMC P AND I 11204037 Countrywide WMC P AND I 11204038 Countrywide WMC P AND I 11204061 Countrywide WMC P AND I 11204064 Countrywide WMC INTEREST ONLY 11204068 Countrywide WMC P AND I 11204072 Countrywide WMC P AND I 11204076 Countrywide WMC P AND I 11204079 Countrywide WMC P AND I 11204080 Countrywide WMC P AND I 11204084 Countrywide WMC P AND I 11204105 Countrywide WMC P AND I 11204126 Countrywide WMC INTEREST ONLY 11204177 Countrywide WMC P AND I 11204179 Countrywide WMC P AND I 11204189 Countrywide WMC P AND I 11204194 Countrywide WMC P AND I 11204197 Countrywide WMC P AND I 11204210 Countrywide WMC P AND I 11204218 Countrywide WMC P AND I 11204220 Countrywide WMC P AND I 11204223 Countrywide WMC P AND I 11204225 Countrywide WMC P AND I 11204226 Countrywide WMC P AND I 11204248 Countrywide WMC INTEREST ONLY 11204254 Countrywide WMC P AND I 11204290 Countrywide WMC P AND I 11204291 Countrywide WMC P AND I 11204300 Countrywide WMC P AND I 11204316 Countrywide WMC P AND I 11204345 Countrywide WMC P AND I 11204358 Countrywide WMC P AND I 11204391 Countrywide WMC P AND I 11204394 Countrywide WMC INTEREST ONLY 11204396 Countrywide WMC P AND I 11204410 Countrywide WMC P AND I 11204411 Countrywide WMC P AND I 11204427 Countrywide WMC P AND I 11204431 Countrywide WMC P AND I 11204436 Countrywide WMC INTEREST ONLY 11204447 Countrywide WMC P AND I 11204480 Countrywide WMC INTEREST ONLY 11204481 Countrywide WMC P AND I 11204483 Countrywide WMC P AND I 11204484 Countrywide WMC P AND I 11204510 Countrywide WMC P AND I 11204511 Countrywide WMC P AND I 11204513 Countrywide WMC INTEREST ONLY 11204533 Countrywide WMC INTEREST ONLY 11204534 Countrywide WMC P AND I 11204609 Countrywide WMC INTEREST ONLY 11204610 Countrywide WMC P AND I 11204624 Countrywide WMC P AND I 11204656 Countrywide WMC P AND I 11204677 Countrywide WMC P AND I 11204714 Countrywide WMC P AND I 11204728 Countrywide WMC P AND I 11204730 Countrywide WMC P AND I 11204777 Countrywide WMC P AND I 11204787 Countrywide WMC P AND I 11204790 Countrywide WMC P AND I 11204796 Countrywide WMC P AND I 11204800 Countrywide WMC P AND I 11204802 Countrywide WMC P AND I 11204805 Countrywide WMC P AND I 11204820 Countrywide WMC INTEREST ONLY 11204825 Countrywide WMC INTEREST ONLY 11204836 Countrywide WMC P AND I 11204842 Countrywide WMC P AND I 11204854 Countrywide WMC INTEREST ONLY 11204855 Countrywide WMC P AND I 11204864 Countrywide WMC INTEREST ONLY 11204907 Countrywide WMC P AND I 11204908 Countrywide WMC P AND I 11204911 Countrywide WMC P AND I 11204916 Countrywide WMC P AND I 11204928 Countrywide WMC P AND I 11204935 Countrywide WMC P AND I 11204936 Countrywide WMC P AND I 11204949 Countrywide WMC INTEREST ONLY 11204952 Countrywide WMC P AND I 11204974 Countrywide WMC P AND I 11204975 Countrywide WMC P AND I 11204979 Countrywide WMC P AND I 11204986 Countrywide WMC P AND I 11205032 Countrywide WMC INTEREST ONLY 11205036 Countrywide WMC P AND I 11205044 Countrywide WMC P AND I 11205067 Countrywide WMC P AND I 11205072 Countrywide WMC P AND I 11205073 Countrywide WMC P AND I 11205076 Countrywide WMC P AND I 11205077 Countrywide WMC P AND I 11205079 Countrywide WMC P AND I 11205088 Countrywide WMC P AND I 11205090 Countrywide WMC P AND I 11205122 Countrywide WMC INTEREST ONLY 11205139 Countrywide WMC P AND I 11205179 Countrywide WMC P AND I 11205200 Countrywide WMC P AND I 11205201 Countrywide WMC P AND I 11205205 Countrywide WMC P AND I 11205226 Countrywide WMC P AND I 11205231 Countrywide WMC P AND I 11205232 Countrywide WMC P AND I 11205233 Countrywide WMC P AND I 11205248 Countrywide WMC P AND I 11205276 Countrywide WMC P AND I 11205283 Countrywide WMC P AND I 11205311 Countrywide WMC P AND I 11205312 Countrywide WMC P AND I 11205330 Countrywide WMC P AND I 11205343 Countrywide WMC P AND I 11205398 Countrywide WMC INTEREST ONLY 11205401 Countrywide WMC P AND I 11205421 Countrywide WMC P AND I 11205422 Countrywide WMC P AND I 11205441 Countrywide WMC P AND I 11205455 Countrywide WMC P AND I 11205469 Countrywide WMC P AND I 11205472 Countrywide WMC P AND I 11205486 Countrywide WMC P AND I 11205488 Countrywide WMC P AND I 11205491 Countrywide WMC INTEREST ONLY 11205494 Countrywide WMC P AND I 11205515 Countrywide WMC P AND I 11205518 Countrywide WMC P AND I 11205519 Countrywide WMC INTEREST ONLY 11205520 Countrywide WMC P AND I 11205542 Countrywide WMC P AND I 11205552 Countrywide WMC INTEREST ONLY 11205553 Countrywide WMC P AND I 11205557 Countrywide WMC P AND I 11205558 Countrywide WMC P AND I 11205561 Countrywide WMC P AND I 11205562 Countrywide WMC INTEREST ONLY 11205571 Countrywide WMC P AND I 11205573 Countrywide WMC P AND I 11205644 Countrywide WMC INTEREST ONLY 11205647 Countrywide WMC P AND I 11205663 Countrywide WMC P AND I 11205665 Countrywide WMC P AND I 11205672 Countrywide WMC P AND I 11205681 Countrywide WMC P AND I 11205725 Countrywide WMC P AND I 11205742 Countrywide WMC P AND I 11205743 Countrywide WMC P AND I 11205795 Countrywide WMC P AND I 11205823 Countrywide WMC P AND I 11205846 Countrywide WMC P AND I 11205854 Countrywide WMC P AND I 11205862 Countrywide WMC INTEREST ONLY 11205887 Countrywide WMC P AND I 11205890 Countrywide WMC P AND I 11205907 Countrywide WMC P AND I 11205930 Countrywide WMC P AND I 11205953 Countrywide WMC P AND I 11205983 Countrywide WMC P AND I 11205988 Countrywide WMC P AND I 11206023 Countrywide WMC P AND I 11206029 Countrywide WMC P AND I 11206063 Countrywide WMC P AND I 11206064 Countrywide WMC P AND I 11206085 Countrywide WMC P AND I 11206100 Countrywide WMC P AND I 11206102 Countrywide WMC P AND I 11206104 Countrywide WMC P AND I 11206172 Countrywide WMC P AND I 11206186 Countrywide WMC P AND I 11206190 Countrywide WMC P AND I 11206202 Countrywide WMC INTEREST ONLY 11206204 Countrywide WMC P AND I 11206212 Countrywide WMC INTEREST ONLY 11206215 Countrywide WMC P AND I 11206217 Countrywide WMC P AND I 11206221 Countrywide WMC P AND I 11206227 Countrywide WMC P AND I 11206242 Countrywide WMC P AND I 11206245 Countrywide WMC P AND I 11206249 Countrywide WMC P AND I 11206259 Countrywide WMC P AND I 11206261 Countrywide WMC INTEREST ONLY 11206275 Countrywide WMC P AND I 11206276 Countrywide WMC P AND I 11206374 Countrywide WMC P AND I 11206383 Countrywide WMC P AND I 11206392 Countrywide WMC P AND I 11206404 Countrywide WMC P AND I 11206407 Countrywide WMC P AND I 11206410 Countrywide WMC P AND I 11206414 Countrywide WMC P AND I 11206435 Countrywide WMC P AND I 11206436 Countrywide WMC P AND I 11206449 Countrywide WMC INTEREST ONLY 11206491 Countrywide WMC P AND I 11206510 Countrywide WMC P AND I 11206519 Countrywide WMC P AND I 11206523 Countrywide WMC P AND I 11206527 Countrywide WMC P AND I 11206543 Countrywide WMC INTEREST ONLY 11206544 Countrywide WMC P AND I 11206547 Countrywide WMC P AND I 11206548 Countrywide WMC P AND I 11206563 Countrywide WMC P AND I 11206602 Countrywide WMC P AND I 11206604 Countrywide WMC P AND I 11206605 Countrywide WMC P AND I 11206628 Countrywide WMC P AND I 11206641 Countrywide WMC P AND I 11206647 Countrywide WMC INTEREST ONLY 11206648 Countrywide WMC P AND I 11206672 Countrywide WMC P AND I 11206682 Countrywide WMC P AND I 11206695 Countrywide WMC P AND I 11206719 Countrywide WMC P AND I 11206728 Countrywide WMC P AND I 11206742 Countrywide WMC P AND I 11206743 Countrywide WMC P AND I 11206760 Countrywide WMC INTEREST ONLY 11206770 Countrywide WMC P AND I 11206771 Countrywide WMC P AND I 11206782 Countrywide WMC P AND I 11206783 Countrywide WMC P AND I 11206817 Countrywide WMC INTEREST ONLY 11206826 Countrywide WMC P AND I 11206830 Countrywide WMC P AND I 11206851 Countrywide WMC INTEREST ONLY 11206868 Countrywide WMC P AND I 11206869 Countrywide WMC P AND I 11206879 Countrywide WMC P AND I 11206895 Countrywide WMC P AND I 11206896 Countrywide WMC P AND I 11206930 Countrywide WMC P AND I 11206945 Countrywide WMC P AND I 11206968 Countrywide WMC INTEREST ONLY 11206969 Countrywide WMC P AND I 11206987 Countrywide WMC P AND I 11206995 Countrywide WMC P AND I 11206996 Countrywide WMC P AND I 11207049 Countrywide WMC P AND I 11207051 Countrywide WMC P AND I 11207054 Countrywide WMC P AND I 11207055 Countrywide WMC P AND I 11207081 Countrywide WMC P AND I 11207082 Countrywide WMC P AND I 11207085 Countrywide WMC P AND I 11207102 Countrywide WMC INTEREST ONLY 11207103 Countrywide WMC P AND I 11207104 Countrywide WMC P AND I 11207105 Countrywide WMC INTEREST ONLY 11207106 Countrywide WMC P AND I 11207112 Countrywide WMC P AND I 11207115 Countrywide WMC P AND I 11207118 Countrywide WMC P AND I 11207124 Countrywide WMC P AND I 11207130 Countrywide WMC P AND I 11207134 Countrywide WMC P AND I 11207156 Countrywide WMC INTEREST ONLY 11207160 Countrywide WMC P AND I 11207161 Countrywide WMC P AND I 11207163 Countrywide WMC P AND I 11207164 Countrywide WMC P AND I 11207188 Countrywide WMC P AND I 11207195 Countrywide WMC P AND I 11207196 Countrywide WMC P AND I 11207198 Countrywide WMC P AND I 11207199 Countrywide WMC P AND I 11207217 Countrywide WMC INTEREST ONLY 11207218 Countrywide WMC P AND I 11207226 Countrywide WMC P AND I 11207227 Countrywide WMC P AND I 11207241 Countrywide WMC P AND I 11207245 Countrywide WMC P AND I 11207246 Countrywide WMC P AND I 11207266 Countrywide WMC P AND I 11207274 Countrywide WMC P AND I 11207279 Countrywide WMC P AND I 11207280 Countrywide WMC INTEREST ONLY 11207281 Countrywide WMC P AND I 11207292 Countrywide WMC P AND I 11207298 Countrywide WMC P AND I 11207303 Countrywide WMC P AND I 11207304 Countrywide WMC P AND I 11207306 Countrywide WMC P AND I 11207326 Countrywide WMC P AND I 11207330 Countrywide WMC P AND I 11207331 Countrywide WMC P AND I 11207334 Countrywide WMC P AND I 11207336 Countrywide WMC P AND I 11207340 Countrywide WMC P AND I 11207351 Countrywide WMC P AND I 11207352 Countrywide WMC P AND I 11207355 Countrywide WMC P AND I 11207366 Countrywide WMC P AND I 11207367 Countrywide WMC INTEREST ONLY 11207370 Countrywide WMC P AND I 11207401 Countrywide WMC P AND I 11207404 Countrywide WMC P AND I 11207411 Countrywide WMC P AND I 11207439 Countrywide WMC INTEREST ONLY 11207444 Countrywide WMC P AND I 11207447 Countrywide WMC P AND I 11207524 Countrywide WMC P AND I 11207526 Countrywide WMC P AND I 11207544 Countrywide WMC P AND I 11207553 Countrywide WMC P AND I 11207557 Countrywide WMC P AND I 11207565 Countrywide WMC P AND I 11207566 Countrywide WMC P AND I 11207572 Countrywide WMC P AND I 11207574 Countrywide WMC P AND I 11207575 Countrywide WMC P AND I 11207580 Countrywide WMC P AND I 11207583 Countrywide WMC P AND I 11207591 Countrywide WMC P AND I 11207600 Countrywide WMC P AND I 11207601 Countrywide WMC P AND I 11207610 Countrywide WMC P AND I 11207632 Countrywide WMC P AND I 11207650 Countrywide WMC P AND I 11207671 Countrywide WMC P AND I 11207683 Countrywide WMC P AND I 11207692 Countrywide WMC P AND I 11207693 Countrywide WMC P AND I 11207713 Countrywide WMC P AND I 11207722 Countrywide WMC P AND I 11207736 Countrywide WMC INTEREST ONLY 11207738 Countrywide WMC P AND I 11207772 Countrywide WMC INTEREST ONLY 11207773 Countrywide WMC P AND I 11207778 Countrywide WMC P AND I 11207779 Countrywide WMC P AND I 11207813 Countrywide WMC P AND I 11207817 Countrywide WMC P AND I 11207843 Countrywide WMC INTEREST ONLY 11207844 Countrywide WMC P AND I 11207867 Countrywide WMC P AND I 11207868 Countrywide WMC P AND I 11207869 Countrywide WMC P AND I 11207874 Countrywide WMC P AND I 11207875 Countrywide WMC P AND I 11207879 Countrywide WMC P AND I 11207883 Countrywide WMC P AND I 11207953 Countrywide WMC P AND I 11207973 Countrywide WMC P AND I 11207974 Countrywide WMC P AND I 11208001 Countrywide WMC P AND I 11208002 Countrywide WMC P AND I 11208023 Countrywide WMC P AND I 11208030 Countrywide WMC INTEREST ONLY 11208032 Countrywide WMC P AND I 11208078 Countrywide WMC P AND I 11208098 Countrywide WMC P AND I 11208105 Countrywide WMC P AND I 11208119 Countrywide WMC P AND I 11208120 Countrywide WMC P AND I 11208121 Countrywide WMC P AND I 11208122 Countrywide WMC P AND I 11208150 Countrywide WMC P AND I 11208151 Countrywide WMC P AND I 11208173 Countrywide WMC P AND I 11208184 Countrywide WMC P AND I 11208187 Countrywide WMC P AND I 11208194 Countrywide WMC P AND I 11208196 Countrywide WMC P AND I 11208197 Countrywide WMC P AND I 11208198 Countrywide WMC P AND I 11208211 Countrywide WMC P AND I 11208212 Countrywide WMC P AND I 11208214 Countrywide WMC P AND I 11208222 Countrywide WMC INTEREST ONLY 11208225 Countrywide WMC P AND I 11208230 Countrywide WMC P AND I 11208240 Countrywide WMC P AND I 11208245 Countrywide WMC P AND I 11208248 Countrywide WMC INTEREST ONLY 11208249 Countrywide WMC P AND I 11208287 Countrywide WMC INTEREST ONLY 11208298 Countrywide WMC P AND I 11208299 Countrywide WMC P AND I 11208300 Countrywide WMC P AND I 11208310 Countrywide WMC P AND I 11208311 Countrywide WMC P AND I 11208351 Countrywide WMC P AND I 11208366 Countrywide WMC P AND I 11208367 Countrywide WMC P AND I 11208369 Countrywide WMC INTEREST ONLY 11208372 Countrywide WMC P AND I 11208373 Countrywide WMC P AND I 11208380 Countrywide WMC P AND I 11208385 Countrywide WMC P AND I 11208396 Countrywide WMC P AND I 11208407 Countrywide WMC P AND I 11208411 Countrywide WMC P AND I 11208420 Countrywide WMC P AND I 11208453 Countrywide WMC P AND I 11208456 Countrywide WMC P AND I 11208470 Countrywide WMC P AND I 11208471 Countrywide WMC INTEREST ONLY 11208489 Countrywide WMC P AND I 11208514 Countrywide WMC P AND I 11208529 Countrywide WMC P AND I 11208530 Countrywide WMC P AND I 11208553 Countrywide WMC INTEREST ONLY 11208591 Countrywide WMC P AND I 11208594 Countrywide WMC P AND I 11208596 Countrywide WMC P AND I 11208597 Countrywide WMC P AND I 11208601 Countrywide WMC P AND I 11208615 Countrywide WMC P AND I 11208616 Countrywide WMC P AND I 11208617 Countrywide WMC INTEREST ONLY 11208618 Countrywide WMC P AND I 11208622 Countrywide WMC INTEREST ONLY 11208625 Countrywide WMC P AND I 11208626 Countrywide WMC P AND I 11208629 Countrywide WMC P AND I 11208630 Countrywide WMC P AND I 11208635 Countrywide WMC P AND I 11208636 Countrywide WMC P AND I 11208648 Countrywide WMC P AND I 11208654 Countrywide WMC P AND I 11208658 Countrywide WMC P AND I 11208659 Countrywide WMC P AND I 11208661 Countrywide WMC INTEREST ONLY 11208662 Countrywide WMC P AND I 11208663 Countrywide WMC P AND I 11208664 Countrywide WMC P AND I 11208669 Countrywide WMC P AND I 11208672 Countrywide WMC P AND I 11208674 Countrywide WMC P AND I 11208678 Countrywide WMC INTEREST ONLY 11208707 Countrywide WMC INTEREST ONLY 11208708 Countrywide WMC P AND I 11208719 Countrywide WMC P AND I 11208721 Countrywide WMC P AND I 11208729 Countrywide WMC P AND I 11208761 Countrywide WMC P AND I 11208763 Countrywide WMC P AND I 11208765 Countrywide WMC P AND I 11208771 Countrywide WMC INTEREST ONLY 11208772 Countrywide WMC P AND I 11208817 Countrywide WMC P AND I 11208819 Countrywide WMC P AND I 11208821 Countrywide WMC P AND I 11208822 Countrywide WMC P AND I 11208830 Countrywide WMC P AND I 11208834 Countrywide WMC INTEREST ONLY 11208836 Countrywide WMC P AND I 11208837 Countrywide WMC P AND I 11208843 Countrywide WMC INTEREST ONLY 11208846 Countrywide WMC P AND I 11208852 Countrywide WMC P AND I 11208877 Countrywide WMC P AND I 11208878 Countrywide WMC P AND I 11208885 Countrywide WMC INTEREST ONLY 11208905 Countrywide WMC INTEREST ONLY 11208908 Countrywide WMC P AND I 11208912 Countrywide WMC P AND I 11208913 Countrywide WMC INTEREST ONLY 11208930 Countrywide WMC INTEREST ONLY 11208943 Countrywide WMC P AND I 11208965 Countrywide WMC P AND I 11208993 Countrywide WMC P AND I 11208999 Countrywide WMC P AND I 11209006 Countrywide WMC P AND I 11209016 Countrywide WMC P AND I 11209017 Countrywide WMC P AND I 11209052 Countrywide WMC P AND I 11209066 Countrywide WMC P AND I 11209107 Countrywide WMC INTEREST ONLY 11209110 Countrywide WMC P AND I 11209114 Countrywide WMC P AND I 11209129 Countrywide WMC P AND I 11209162 Countrywide WMC INTEREST ONLY 11209164 Countrywide WMC INTEREST ONLY 11209165 Countrywide WMC P AND I 11209171 Countrywide WMC P AND I 11209172 Countrywide WMC P AND I 11209187 Countrywide WMC INTEREST ONLY 11209188 Countrywide WMC P AND I 11209203 Countrywide WMC P AND I 11209204 Countrywide WMC P AND I 11209214 Countrywide WMC P AND I 11209215 Countrywide WMC P AND I 11209235 Countrywide WMC P AND I 11209237 Countrywide WMC P AND I 11209238 Countrywide WMC P AND I 11209259 Countrywide WMC P AND I 11209260 Countrywide WMC P AND I 11209262 Countrywide WMC INTEREST ONLY 11209264 Countrywide WMC P AND I 11209267 Countrywide WMC P AND I 11209271 Countrywide WMC P AND I 11209272 Countrywide WMC P AND I 11209294 Countrywide WMC P AND I 11209302 Countrywide WMC INTEREST ONLY 11209305 Countrywide WMC INTEREST ONLY 11209312 Countrywide WMC P AND I 11209326 Countrywide WMC P AND I 11209330 Countrywide WMC P AND I 11209331 Countrywide WMC P AND I 11209332 Countrywide WMC P AND I 11209333 Countrywide WMC P AND I 11209347 Countrywide WMC P AND I 11209360 Countrywide WMC INTEREST ONLY 11209363 Countrywide WMC P AND I 11209365 Countrywide WMC P AND I 11209372 Countrywide WMC P AND I 11209385 Countrywide WMC P AND I 11209388 Countrywide WMC P AND I 11209393 Countrywide WMC P AND I 11209403 Countrywide WMC P AND I 11209412 Countrywide WMC P AND I 11209418 Countrywide WMC INTEREST ONLY 11209421 Countrywide WMC P AND I 11209431 Countrywide WMC P AND I 11209432 Countrywide WMC P AND I 11209436 Countrywide WMC P AND I 11209437 Countrywide WMC P AND I 11209450 Countrywide WMC INTEREST ONLY 11209455 Countrywide WMC P AND I 11209466 Countrywide WMC P AND I 11209468 Countrywide WMC P AND I 11209476 Countrywide WMC P AND I 11209479 Countrywide WMC P AND I 11209496 Countrywide WMC P AND I 11209506 Countrywide WMC P AND I 11209509 Countrywide WMC INTEREST ONLY 11209528 Countrywide WMC P AND I 11209531 Countrywide WMC P AND I 11209555 Countrywide WMC INTEREST ONLY 11209560 Countrywide WMC P AND I 11209587 Countrywide WMC P AND I 11209592 Countrywide WMC P AND I 11209598 Countrywide WMC P AND I 11209603 Countrywide WMC INTEREST ONLY 11209636 Countrywide WMC P AND I 11209637 Countrywide WMC P AND I 11209658 Countrywide WMC INTEREST ONLY 11209667 Countrywide WMC P AND I 11209686 Countrywide WMC P AND I 11209693 Countrywide WMC P AND I 11209694 Countrywide WMC P AND I 11209702 Countrywide WMC P AND I 11209703 Countrywide WMC P AND I 11209707 Countrywide WMC P AND I 11209708 Countrywide WMC P AND I 11209746 Countrywide WMC P AND I 11209749 Countrywide WMC P AND I 11209752 Countrywide WMC P AND I 11209762 Countrywide WMC P AND I 11209777 Countrywide WMC P AND I 11209793 Countrywide WMC INTEREST ONLY 11209834 Countrywide WMC P AND I 11209836 Countrywide WMC P AND I 11209837 Countrywide WMC P AND I 11209845 Countrywide WMC P AND I 11209848 Countrywide WMC INTEREST ONLY 11209852 Countrywide WMC P AND I 11209853 Countrywide WMC P AND I 11209857 Countrywide WMC INTEREST ONLY 11209859 Countrywide WMC P AND I 11209864 Countrywide WMC INTEREST ONLY 11209875 Countrywide WMC P AND I 11209876 Countrywide WMC P AND I 11209883 Countrywide WMC INTEREST ONLY 11209889 Countrywide WMC P AND I 11209893 Countrywide WMC P AND I 11209918 Countrywide WMC P AND I 11209919 Countrywide WMC P AND I 11209921 Countrywide WMC P AND I 11209922 Countrywide WMC P AND I 11209927 Countrywide WMC P AND I 11209934 Countrywide WMC P AND I 11209948 Countrywide WMC INTEREST ONLY 11209962 Countrywide WMC P AND I 11209970 Countrywide WMC P AND I 11209988 Countrywide WMC P AND I 11210005 Countrywide WMC P AND I 11210007 Countrywide WMC P AND I 11210025 Countrywide WMC P AND I 11210027 Countrywide WMC P AND I 11210033 Countrywide WMC P AND I 11210035 Countrywide WMC P AND I 11210041 Countrywide WMC P AND I 11210047 Countrywide WMC P AND I 11210048 Countrywide WMC P AND I 11210049 Countrywide WMC INTEREST ONLY 11210056 Countrywide WMC P AND I 11210064 Countrywide WMC P AND I 11210066 Countrywide WMC P AND I 11210097 Countrywide WMC P AND I 11210100 Countrywide WMC P AND I 11210101 Countrywide WMC P AND I 11210109 Countrywide WMC P AND I 11210130 Countrywide WMC P AND I 11210131 Countrywide WMC INTEREST ONLY 11210152 Countrywide WMC P AND I 11210154 Countrywide WMC P AND I 11210157 Countrywide WMC P AND I 11210163 Countrywide WMC P AND I 11210171 Countrywide WMC INTEREST ONLY 11210172 Countrywide WMC P AND I 11210174 Countrywide WMC INTEREST ONLY 11210179 Countrywide WMC P AND I 11210192 Countrywide WMC P AND I 11210239 Countrywide WMC P AND I 11210242 Countrywide WMC P AND I 11210243 Countrywide WMC P AND I 11210258 Countrywide WMC P AND I 11210259 Countrywide WMC P AND I 11210277 Countrywide WMC P AND I 11210278 Countrywide WMC P AND I 11210298 Countrywide WMC P AND I 11210313 Countrywide WMC INTEREST ONLY 11210314 Countrywide WMC P AND I 11210373 Countrywide WMC P AND I 11210374 Countrywide WMC P AND I 11210406 Countrywide WMC P AND I 11210420 Countrywide WMC P AND I 11210422 Countrywide WMC P AND I 11210447 Countrywide WMC P AND I 11210450 Countrywide WMC P AND I 11210451 Countrywide WMC INTEREST ONLY 11210472 Countrywide WMC P AND I 11210474 Countrywide WMC P AND I 11210484 Countrywide WMC P AND I 11210496 Countrywide WMC P AND I 11210513 Countrywide WMC P AND I 11210518 Countrywide WMC P AND I 11210530 Countrywide WMC P AND I 11210532 Countrywide WMC P AND I 11210570 Countrywide WMC INTEREST ONLY 11210572 Countrywide WMC P AND I 11210574 Countrywide WMC P AND I 11210585 Countrywide WMC P AND I 11210607 Countrywide WMC P AND I 11210608 Countrywide WMC P AND I 11210612 Countrywide WMC P AND I 11210614 Countrywide WMC P AND I 11210654 Countrywide WMC INTEREST ONLY 11210655 Countrywide WMC P AND I 11210659 Countrywide WMC P AND I 11210662 Countrywide WMC P AND I 11210666 Countrywide WMC P AND I 11210672 Countrywide WMC P AND I 11210697 Countrywide WMC P AND I 11210700 Countrywide WMC P AND I 11210709 Countrywide WMC P AND I 11210744 Countrywide WMC P AND I 11210769 Countrywide WMC P AND I 11210773 Countrywide WMC P AND I 11210785 Countrywide WMC P AND I 11210787 Countrywide WMC P AND I 11210809 Countrywide WMC P AND I 11210824 Countrywide WMC P AND I 11210833 Countrywide WMC P AND I 11210836 Countrywide WMC P AND I 11210841 Countrywide WMC P AND I 11210844 Countrywide WMC P AND I 11210847 Countrywide WMC P AND I 11210855 Countrywide WMC P AND I 11210856 Countrywide WMC P AND I 11210861 Countrywide WMC INTEREST ONLY 11210863 Countrywide WMC P AND I 11210865 Countrywide WMC P AND I 11210898 Countrywide WMC P AND I 11210909 Countrywide WMC P AND I 11210929 Countrywide WMC P AND I 11210932 Countrywide WMC INTEREST ONLY 11210937 Countrywide WMC P AND I 11210958 Countrywide WMC P AND I 11210959 Countrywide WMC P AND I 11210960 Countrywide WMC INTEREST ONLY 11210986 Countrywide WMC P AND I 11211009 Countrywide WMC P AND I 11211010 Countrywide WMC P AND I 11211022 Countrywide WMC P AND I 11211023 Countrywide WMC P AND I 11211051 Countrywide WMC P AND I 11211052 Countrywide WMC P AND I 11211068 Countrywide WMC INTEREST ONLY 11211069 Countrywide WMC P AND I 11211096 Countrywide WMC INTEREST ONLY 11211106 Countrywide WMC P AND I 11211153 Countrywide WMC INTEREST ONLY 11211167 Countrywide WMC P AND I 11211203 Countrywide WMC INTEREST ONLY 11211207 Countrywide WMC P AND I 11211212 Countrywide WMC P AND I 11211251 Countrywide WMC P AND I 11211252 Countrywide WMC P AND I 11211257 Countrywide WMC P AND I 11211259 Countrywide WMC INTEREST ONLY 11211260 Countrywide WMC P AND I 11211261 Countrywide WMC P AND I 11211285 Countrywide WMC P AND I 11211286 Countrywide WMC P AND I 11211288 Countrywide WMC P AND I 11211291 Countrywide WMC P AND I 11211304 Countrywide WMC INTEREST ONLY 11211305 Countrywide WMC P AND I 11211316 Countrywide WMC P AND I 11211338 Countrywide WMC P AND I 11211340 Countrywide WMC P AND I 11211348 Countrywide WMC P AND I 11211349 Countrywide WMC P AND I 11211356 Countrywide WMC INTEREST ONLY 11211358 Countrywide WMC P AND I 11211360 Countrywide WMC P AND I 11211366 Countrywide WMC P AND I 11211367 Countrywide WMC P AND I 11211369 Countrywide WMC P AND I 11211372 Countrywide WMC P AND I 11211433 Countrywide WMC P AND I 11211434 Countrywide WMC INTEREST ONLY 11211440 Countrywide WMC P AND I 11211442 Countrywide WMC P AND I 11211445 Countrywide WMC INTEREST ONLY 11211455 Countrywide WMC P AND I 11211514 Countrywide WMC P AND I 11211515 Countrywide WMC P AND I 11211517 Countrywide WMC P AND I 11211542 Countrywide WMC P AND I 11211543 Countrywide WMC P AND I 11211550 Countrywide WMC P AND I 11211561 Countrywide WMC P AND I 11211574 Countrywide WMC P AND I 11211575 Countrywide WMC P AND I 11211628 Countrywide WMC INTEREST ONLY 11211644 Countrywide WMC P AND I 11211649 Countrywide WMC P AND I 11211657 Countrywide WMC INTEREST ONLY 11211667 Countrywide WMC P AND I 11211702 Countrywide WMC P AND I 11211707 Countrywide WMC P AND I 11211729 Countrywide WMC P AND I 11211735 Countrywide WMC P AND I 11211736 Countrywide WMC P AND I 11211739 Countrywide WMC P AND I 11211742 Countrywide WMC P AND I 11211777 Countrywide WMC P AND I 11211783 Countrywide WMC P AND I 11211798 Countrywide WMC P AND I 11211799 Countrywide WMC P AND I 11211802 Countrywide WMC P AND I 11211806 Countrywide WMC P AND I 11211808 Countrywide WMC INTEREST ONLY 11211814 Countrywide WMC P AND I 11211841 Countrywide WMC P AND I 11211844 Countrywide WMC P AND I 11211853 Countrywide WMC P AND I 11211863 Countrywide WMC P AND I 11211878 Countrywide WMC P AND I 11211881 Countrywide WMC P AND I 11211887 Countrywide WMC P AND I 11211912 Countrywide WMC P AND I 11211958 Countrywide WMC P AND I 11211969 Countrywide WMC P AND I 11211986 Countrywide WMC P AND I 11212000 Countrywide WMC P AND I 11212003 Countrywide WMC P AND I 11212005 Countrywide WMC P AND I 11212017 Countrywide WMC P AND I 11212018 Countrywide WMC P AND I 11212024 Countrywide WMC P AND I 11212025 Countrywide WMC P AND I 11212034 Countrywide WMC P AND I 11212035 Countrywide WMC P AND I 11212055 Countrywide WMC P AND I 11212056 Countrywide WMC P AND I 11212105 Countrywide WMC P AND I 11212131 Countrywide WMC P AND I 11212156 Countrywide WMC P AND I 11212162 Countrywide WMC P AND I 11212165 Countrywide WMC INTEREST ONLY 11212169 Countrywide WMC P AND I 11212170 Countrywide WMC P AND I 11212171 Countrywide WMC P AND I 11212176 Countrywide WMC P AND I 11212182 Countrywide WMC INTEREST ONLY 11212183 Countrywide WMC P AND I 11212190 Countrywide WMC P AND I 11212191 Countrywide WMC P AND I 11212201 Countrywide WMC P AND I 11212205 Countrywide WMC P AND I 11212213 Countrywide WMC P AND I 11212227 Countrywide WMC P AND I 11212230 Countrywide WMC P AND I 11212233 Countrywide WMC P AND I 11212243 Countrywide WMC P AND I 11212277 Countrywide WMC P AND I 11212281 Countrywide WMC INTEREST ONLY 11212282 Countrywide WMC P AND I 11212296 Countrywide WMC P AND I 11212300 Countrywide WMC INTEREST ONLY 11212331 Countrywide WMC P AND I 11212352 Countrywide WMC INTEREST ONLY 11212364 Countrywide WMC P AND I 11212401 Countrywide WMC P AND I 11212405 Countrywide WMC P AND I 11212442 Countrywide WMC P AND I 11212443 Countrywide WMC P AND I 11212445 Countrywide WMC P AND I 11212452 Countrywide WMC P AND I 11212461 Countrywide WMC P AND I 11212464 Countrywide WMC P AND I 11212466 Countrywide WMC P AND I 11212470 Countrywide WMC P AND I 11212472 Countrywide WMC P AND I 11212498 Countrywide WMC P AND I 11212504 Countrywide WMC P AND I 11212505 Countrywide WMC P AND I 11212506 Countrywide WMC P AND I 11212507 Countrywide WMC P AND I 11212514 Countrywide WMC P AND I 11212525 Countrywide WMC P AND I 11212526 Countrywide WMC P AND I 11212544 Countrywide WMC INTEREST ONLY 11212545 Countrywide WMC P AND I 11212553 Countrywide WMC P AND I 11212566 Countrywide WMC INTEREST ONLY 11212571 Countrywide WMC P AND I 11212572 Countrywide WMC P AND I 11212575 Countrywide WMC P AND I 11212576 Countrywide WMC P AND I 11212579 Countrywide WMC INTEREST ONLY 11212580 Countrywide WMC P AND I 11212605 Countrywide WMC INTEREST ONLY 11212606 Countrywide WMC INTEREST ONLY 11212607 Countrywide WMC P AND I 11212608 Countrywide WMC P AND I 11212614 Countrywide WMC P AND I 11212621 Countrywide WMC P AND I 11212624 Countrywide WMC P AND I 11212625 Countrywide WMC P AND I 11212653 Countrywide WMC P AND I 11212664 Countrywide WMC P AND I 11212675 Countrywide WMC P AND I 11212684 Countrywide WMC P AND I 11212697 Countrywide WMC P AND I 11212700 Countrywide WMC P AND I 11212701 Countrywide WMC INTEREST ONLY 11212710 Countrywide WMC P AND I 11212719 Countrywide WMC P AND I 11212724 Countrywide WMC P AND I 11212727 Countrywide WMC P AND I 11212730 Countrywide WMC P AND I 11212743 Countrywide WMC P AND I 11212747 Countrywide WMC P AND I 11212756 Countrywide WMC P AND I 11212772 Countrywide WMC P AND I 11212774 Countrywide WMC P AND I 11212790 Countrywide WMC P AND I 11212794 Countrywide WMC P AND I 11212805 Countrywide WMC INTEREST ONLY 11212806 Countrywide WMC P AND I 11212812 Countrywide WMC P AND I 11212816 Countrywide WMC P AND I 11212823 Countrywide WMC P AND I 11212842 Countrywide WMC P AND I 11212869 Countrywide WMC P AND I 11212881 Countrywide WMC P AND I 11212887 Countrywide WMC P AND I 11212888 Countrywide WMC P AND I 11212890 Countrywide WMC P AND I 11212891 Countrywide WMC P AND I 11212902 Countrywide WMC P AND I 11212916 Countrywide WMC P AND I 11212919 Countrywide WMC INTEREST ONLY 11212929 Countrywide WMC P AND I 11212945 Countrywide WMC P AND I 11212946 Countrywide WMC P AND I 11212958 Countrywide WMC P AND I 11212959 Countrywide WMC P AND I 11212994 Countrywide WMC P AND I 11213000 Countrywide WMC P AND I 11213005 Countrywide WMC P AND I 11213021 Countrywide WMC P AND I 11213022 Countrywide WMC P AND I 11213033 Countrywide WMC P AND I 11213035 Countrywide WMC P AND I 11213044 Countrywide WMC P AND I 11213046 Countrywide WMC P AND I 11213057 Countrywide WMC P AND I 11213058 Countrywide WMC P AND I 11213080 Countrywide WMC P AND I 11213081 Countrywide WMC P AND I 11213096 Countrywide WMC INTEREST ONLY 11213097 Countrywide WMC INTEREST ONLY 11213101 Countrywide WMC P AND I 11213106 Countrywide WMC P AND I 11213109 Countrywide WMC P AND I 11213114 Countrywide WMC P AND I 11213116 Countrywide WMC P AND I 11213127 Countrywide WMC P AND I 11213128 Countrywide WMC P AND I 11213137 Countrywide WMC INTEREST ONLY 11213180 Countrywide WMC P AND I 11213182 Countrywide WMC P AND I 11213188 Countrywide WMC INTEREST ONLY 11213191 Countrywide WMC P AND I 11213192 Countrywide WMC P AND I 11213193 Countrywide WMC P AND I 11213198 Countrywide WMC P AND I 11213214 Countrywide WMC P AND I 11213224 Countrywide WMC P AND I 11213225 Countrywide WMC P AND I 11213230 Countrywide WMC INTEREST ONLY 11213231 Countrywide WMC P AND I 11213234 Countrywide WMC P AND I 11213250 Countrywide WMC INTEREST ONLY 11213251 Countrywide WMC P AND I 11213254 Countrywide WMC INTEREST ONLY 11213263 Countrywide WMC P AND I 11213265 Countrywide WMC P AND I 11213273 Countrywide WMC P AND I 11213274 Countrywide WMC P AND I 11213277 Countrywide WMC P AND I 11213332 Countrywide WMC P AND I 11213333 Countrywide WMC P AND I 11213362 Countrywide WMC P AND I 11213364 Countrywide WMC INTEREST ONLY 11213365 Countrywide WMC P AND I 11213377 Countrywide WMC INTEREST ONLY 11213386 Countrywide WMC P AND I 11213387 Countrywide WMC P AND I 11213391 Countrywide WMC P AND I 11213392 Countrywide WMC P AND I 11213414 Countrywide WMC P AND I 11213415 Countrywide WMC P AND I 11213426 Countrywide WMC P AND I 11213431 Countrywide WMC P AND I 11213433 Countrywide WMC P AND I 11213460 Countrywide WMC P AND I 11213488 Countrywide WMC P AND I 11213512 Countrywide WMC INTEREST ONLY 11213513 Countrywide WMC P AND I 11213549 Countrywide WMC P AND I 11213558 Countrywide WMC P AND I 11213560 Countrywide WMC P AND I 11213565 Countrywide WMC P AND I 11213566 Countrywide WMC P AND I 11213587 Countrywide WMC INTEREST ONLY 11213588 Countrywide WMC P AND I 11213627 Countrywide WMC P AND I 11213636 Countrywide WMC P AND I 11213652 Countrywide WMC P AND I 11213654 Countrywide WMC INTEREST ONLY 11213656 Countrywide WMC P AND I 11213678 Countrywide WMC P AND I 11213679 Countrywide WMC P AND I 11213684 Countrywide WMC P AND I 11213687 Countrywide WMC P AND I 11213691 Countrywide WMC P AND I 11213703 Countrywide WMC P AND I 11213713 Countrywide WMC P AND I 11213716 Countrywide WMC P AND I 11213746 Countrywide WMC P AND I 11213750 Countrywide WMC P AND I 11213753 Countrywide WMC P AND I 11213761 Countrywide WMC P AND I 11213774 Countrywide WMC P AND I 11213776 Countrywide WMC P AND I 11213781 Countrywide WMC P AND I 11213783 Countrywide WMC P AND I 11213795 Countrywide WMC P AND I 11213797 Countrywide WMC P AND I 11213821 Countrywide WMC P AND I 11213829 Countrywide WMC P AND I 11213831 Countrywide WMC P AND I 11213875 Countrywide WMC P AND I 11213876 Countrywide WMC P AND I 11213887 Countrywide WMC P AND I 11213904 Countrywide WMC P AND I 11213909 Countrywide WMC P AND I 11213924 Countrywide WMC INTEREST ONLY 11213934 Countrywide WMC P AND I 11213942 Countrywide WMC P AND I 11213964 Countrywide WMC P AND I 11213966 Countrywide WMC INTEREST ONLY 11213971 Countrywide WMC P AND I 11213973 Countrywide WMC P AND I 11214012 Countrywide WMC P AND I 11214021 Countrywide WMC P AND I 11214022 Countrywide WMC P AND I 11214028 Countrywide WMC INTEREST ONLY 11214039 Countrywide WMC P AND I 11214045 Countrywide WMC INTEREST ONLY 11214052 Countrywide WMC P AND I 11214066 Countrywide WMC P AND I 11214069 Countrywide WMC P AND I 11214079 Countrywide WMC P AND I 11214083 Countrywide WMC INTEREST ONLY 11214089 Countrywide WMC P AND I 11214090 Countrywide WMC P AND I 11214101 Countrywide WMC P AND I 11214112 Countrywide WMC P AND I 11214117 Countrywide WMC P AND I 11214121 Countrywide WMC INTEREST ONLY 11214123 Countrywide WMC P AND I 11214133 Countrywide WMC P AND I 11214136 Countrywide WMC P AND I 11214178 Countrywide WMC INTEREST ONLY 11214179 Countrywide WMC P AND I 11214199 Countrywide WMC P AND I 11214210 Countrywide WMC INTEREST ONLY 11214224 Countrywide WMC INTEREST ONLY 11214226 Countrywide WMC P AND I 11214230 Countrywide WMC INTEREST ONLY 11214243 Countrywide WMC P AND I 11214270 Countrywide WMC P AND I 11214273 Countrywide WMC P AND I 11214297 Countrywide WMC P AND I 11214304 Countrywide WMC P AND I 11214305 Countrywide WMC P AND I 11214306 Countrywide WMC P AND I 11214313 Countrywide WMC P AND I 11214315 Countrywide WMC P AND I 11214320 Countrywide WMC P AND I 11214327 Countrywide WMC P AND I 11214356 Countrywide WMC P AND I 11214361 Countrywide WMC P AND I 11214393 Countrywide WMC P AND I 11214441 Countrywide WMC INTEREST ONLY 11214444 Countrywide WMC P AND I 11214448 Countrywide WMC P AND I 11214489 Countrywide WMC P AND I 11214490 Countrywide WMC P AND I 11214501 Countrywide WMC P AND I 11214578 Countrywide WMC P AND I 11214579 Countrywide WMC P AND I 11214588 Countrywide WMC P AND I 11214594 Countrywide WMC INTEREST ONLY 11214598 Countrywide WMC P AND I 11214602 Countrywide WMC P AND I 11214605 Countrywide WMC P AND I 11214619 Countrywide WMC INTEREST ONLY 11214622 Countrywide WMC P AND I 11214637 Countrywide WMC P AND I 11214641 Countrywide WMC P AND I 11214654 Countrywide WMC P AND I 11214655 Countrywide WMC INTEREST ONLY 11214659 Countrywide WMC P AND I 11214663 Countrywide WMC P AND I 11214674 Countrywide WMC INTEREST ONLY 11214706 Countrywide WMC P AND I 11214714 Countrywide WMC P AND I 11214727 Countrywide WMC P AND I 11214809 Countrywide WMC P AND I 11214833 Countrywide WMC P AND I 11214836 Countrywide WMC P AND I 11214870 Countrywide WMC P AND I 11214871 Countrywide WMC P AND I 11214890 Countrywide WMC P AND I 11214919 Countrywide WMC P AND I 11214933 Countrywide WMC P AND I 11214934 Countrywide WMC P AND I 11214938 Countrywide WMC P AND I 11214939 Countrywide WMC P AND I 11214946 Countrywide WMC P AND I 11214948 Countrywide WMC P AND I 11214986 Countrywide WMC P AND I 11215017 Countrywide WMC INTEREST ONLY 11215018 Countrywide WMC P AND I 11215019 Countrywide WMC P AND I 11215030 Countrywide WMC P AND I 11215051 Countrywide WMC P AND I 11215071 Countrywide WMC P AND I 11215086 Countrywide WMC P AND I 11215090 Countrywide WMC P AND I 11215093 Countrywide WMC P AND I 11215094 Countrywide WMC P AND I 11215108 Countrywide WMC P AND I 11215135 Countrywide WMC P AND I 11215199 Countrywide WMC INTEREST ONLY 11215200 Countrywide WMC P AND I 11215214 Countrywide WMC P AND I 11215237 Countrywide WMC P AND I 11215238 Countrywide WMC P AND I 11215239 Countrywide WMC P AND I 11215240 Countrywide WMC P AND I 11215246 Countrywide WMC P AND I 11215264 Countrywide WMC P AND I 11215286 Countrywide WMC P AND I 11215302 Countrywide WMC P AND I 11215303 Countrywide WMC P AND I 11215318 Countrywide WMC INTEREST ONLY 11215319 Countrywide WMC P AND I 11215322 Countrywide WMC INTEREST ONLY 11215335 Countrywide WMC P AND I 11215346 Countrywide WMC P AND I 11215347 Countrywide WMC P AND I 11215353 Countrywide WMC INTEREST ONLY 11215357 Countrywide WMC P AND I 11215358 Countrywide WMC P AND I 11215362 Countrywide WMC P AND I 11215375 Countrywide WMC P AND I 11215395 Countrywide WMC INTEREST ONLY 11215396 Countrywide WMC P AND I 11215403 Countrywide WMC P AND I 11215404 Countrywide WMC P AND I 11215413 Countrywide WMC INTEREST ONLY 11215415 Countrywide WMC P AND I 11215451 Countrywide WMC INTEREST ONLY 11215487 Countrywide WMC P AND I 11215524 Countrywide WMC P AND I 11215525 Countrywide WMC P AND I 11215538 Countrywide WMC INTEREST ONLY 11215577 Countrywide WMC P AND I 11215601 Countrywide WMC P AND I 11215603 Countrywide WMC P AND I 11215637 Countrywide WMC P AND I 11215638 Countrywide WMC P AND I 11215665 Countrywide WMC INTEREST ONLY 11215667 Countrywide WMC P AND I 11215669 Countrywide WMC P AND I 11215701 Countrywide WMC P AND I 11215712 Countrywide WMC P AND I 11215720 Countrywide WMC P AND I 11215737 Countrywide WMC P AND I 11215746 Countrywide WMC P AND I 11215748 Countrywide WMC P AND I 11215778 Countrywide WMC P AND I 11215782 Countrywide WMC P AND I 11215812 Countrywide WMC P AND I 11215814 Countrywide WMC P AND I 11215830 Countrywide WMC P AND I 11215831 Countrywide WMC P AND I 11215832 Countrywide WMC P AND I 11215861 Countrywide WMC P AND I 11215871 Countrywide WMC P AND I 11215875 Countrywide WMC P AND I 11215885 Countrywide WMC P AND I 11215888 Countrywide WMC P AND I 11215906 Countrywide WMC INTEREST ONLY 11215907 Countrywide WMC P AND I 11215914 Countrywide WMC P AND I 11215915 Countrywide WMC P AND I 11215916 Countrywide WMC P AND I 11215926 Countrywide WMC P AND I 11215935 Countrywide WMC P AND I 11215938 Countrywide WMC P AND I 11215942 Countrywide WMC P AND I 11215951 Countrywide WMC INTEREST ONLY 11215962 Countrywide WMC P AND I 11215999 Countrywide WMC P AND I 11216016 Countrywide WMC INTEREST ONLY 11216027 Countrywide WMC INTEREST ONLY 11216028 Countrywide WMC P AND I 11216043 Countrywide WMC P AND I 11216055 Countrywide WMC P AND I 11216067 Countrywide WMC P AND I 11216086 Countrywide WMC P AND I 11216087 Countrywide WMC P AND I 11216089 Countrywide WMC INTEREST ONLY 11216106 Countrywide WMC P AND I 11216113 Countrywide WMC P AND I 11216138 Countrywide WMC P AND I 11216147 Countrywide WMC INTEREST ONLY 11216148 Countrywide WMC P AND I 11216157 Countrywide WMC P AND I 11216175 Countrywide WMC P AND I 11216183 Countrywide WMC P AND I 11216196 Countrywide WMC INTEREST ONLY 11216230 Countrywide WMC P AND I 11216246 Countrywide WMC P AND I 11216252 Countrywide WMC P AND I 11216306 Countrywide WMC INTEREST ONLY 11216309 Countrywide WMC P AND I 11216313 Countrywide WMC P AND I 11216337 Countrywide WMC P AND I 11216339 Countrywide WMC INTEREST ONLY 11216371 Countrywide WMC P AND I 11216372 Countrywide WMC P AND I 11216381 Countrywide WMC P AND I 11216395 Countrywide WMC INTEREST ONLY 11216440 Countrywide WMC INTEREST ONLY 11216441 Countrywide WMC P AND I 11216442 Countrywide WMC P AND I 11216443 Countrywide WMC P AND I 11216465 Countrywide WMC P AND I 11216466 Countrywide WMC P AND I 11216519 Countrywide WMC P AND I 11216541 Countrywide WMC INTEREST ONLY 11216554 Countrywide WMC P AND I 11216581 Countrywide WMC INTEREST ONLY 11216583 Countrywide WMC P AND I 11216593 Countrywide WMC P AND I 11216601 Countrywide WMC P AND I 11216604 Countrywide WMC INTEREST ONLY 11216605 Countrywide WMC P AND I 11216615 Countrywide WMC INTEREST ONLY 11216617 Countrywide WMC P AND I 11216618 Countrywide WMC P AND I 11216621 Countrywide WMC P AND I 11216624 Countrywide WMC P AND I 11216645 Countrywide WMC INTEREST ONLY 11216663 Countrywide WMC P AND I 11216677 Countrywide WMC P AND I 11216682 Countrywide WMC P AND I 11216702 Countrywide WMC P AND I 11216703 Countrywide WMC P AND I 11216710 Countrywide WMC INTEREST ONLY 11216720 Countrywide WMC P AND I 11216725 Countrywide WMC P AND I 11216726 Countrywide WMC P AND I 11216760 Countrywide WMC P AND I 11216761 Countrywide WMC P AND I 11216762 Countrywide WMC P AND I 11216767 Countrywide WMC P AND I 11216768 Countrywide WMC P AND I 11216770 Countrywide WMC INTEREST ONLY 11216771 Countrywide WMC P AND I 11216782 Countrywide WMC P AND I 11216783 Countrywide WMC P AND I 11216800 Countrywide WMC P AND I 11216801 Countrywide WMC P AND I 11216812 Countrywide WMC P AND I 11216816 Countrywide WMC P AND I 11216827 Countrywide WMC P AND I 11216838 Countrywide WMC P AND I 11216839 Countrywide WMC P AND I 11216854 Countrywide WMC P AND I 11216855 Countrywide WMC P AND I 11216882 Countrywide WMC P AND I 11216883 Countrywide WMC P AND I 11216884 Countrywide WMC P AND I 11216904 Countrywide WMC P AND I 11216923 Countrywide WMC INTEREST ONLY 11216927 Countrywide WMC P AND I 11216947 Countrywide WMC P AND I 11216948 Countrywide WMC P AND I 11216953 Countrywide WMC INTEREST ONLY 11216954 Countrywide WMC P AND I 11216989 Countrywide WMC P AND I 11216995 Countrywide WMC INTEREST ONLY 11217024 Countrywide WMC INTEREST ONLY 11217034 Countrywide WMC P AND I 11217056 Countrywide WMC P AND I 11217062 Countrywide WMC P AND I 11217064 Countrywide WMC P AND I 11217066 Countrywide WMC P AND I 11217067 Countrywide WMC P AND I 11217102 Countrywide WMC INTEREST ONLY 11217105 Countrywide WMC P AND I 11217114 Countrywide WMC P AND I 11217121 Countrywide WMC P AND I 11217126 Countrywide WMC P AND I 11217134 Countrywide WMC P AND I 11217194 Countrywide WMC P AND I 11217196 Countrywide WMC P AND I 11217276 Countrywide WMC INTEREST ONLY 11217283 Countrywide WMC P AND I 11217290 Countrywide WMC P AND I 11217291 Countrywide WMC P AND I 11217319 Countrywide WMC INTEREST ONLY 11217333 Countrywide WMC P AND I 11217342 Countrywide WMC P AND I 11217343 Countrywide WMC INTEREST ONLY 11217350 Countrywide WMC P AND I 11217351 Countrywide WMC P AND I 11217352 Countrywide WMC P AND I 11217353 Countrywide WMC INTEREST ONLY 11217384 Countrywide WMC P AND I 11217385 Countrywide WMC P AND I 11217395 Countrywide WMC P AND I 11217396 Countrywide WMC P AND I 11217398 Countrywide WMC INTEREST ONLY 11217417 Countrywide WMC INTEREST ONLY 11217418 Countrywide WMC P AND I 11217422 Countrywide WMC P AND I 11217462 Countrywide WMC P AND I 11217496 Countrywide WMC P AND I 11217498 Countrywide WMC P AND I 11217512 Countrywide WMC P AND I 11217514 Countrywide WMC P AND I 11217520 Countrywide WMC P AND I 11217542 Countrywide WMC P AND I 11217543 Countrywide WMC P AND I 11217574 Countrywide WMC P AND I 11217575 Countrywide WMC P AND I 11217591 Countrywide WMC P AND I 11217600 Countrywide WMC P AND I 11217634 Countrywide WMC P AND I 11217674 Countrywide WMC INTEREST ONLY 11217679 Countrywide WMC P AND I 11217727 Countrywide WMC P AND I 11217737 Countrywide WMC P AND I 11217742 Countrywide WMC P AND I 11217785 Countrywide WMC P AND I 11217790 Countrywide WMC P AND I 11217813 Countrywide WMC P AND I 11217835 Countrywide WMC INTEREST ONLY 11217846 Countrywide WMC INTEREST ONLY 11217849 Countrywide WMC P AND I 11217893 Countrywide WMC P AND I 11217894 Countrywide WMC P AND I 11217908 Countrywide WMC P AND I 11217910 Countrywide WMC P AND I 11217920 Countrywide WMC INTEREST ONLY 11217930 Countrywide WMC P AND I 11217948 Countrywide WMC P AND I 11217959 Countrywide WMC INTEREST ONLY 11217968 Countrywide WMC P AND I 11218003 Countrywide WMC P AND I 11218006 Countrywide WMC P AND I 11218019 Countrywide WMC P AND I 11218020 Countrywide WMC P AND I 11218022 Countrywide WMC P AND I 11218023 Countrywide WMC P AND I 11218027 Countrywide WMC INTEREST ONLY 11218029 Countrywide WMC P AND I 11218047 Countrywide WMC P AND I 11218050 Countrywide WMC P AND I 11218052 Countrywide WMC P AND I 11218053 Countrywide WMC P AND I 11218071 Countrywide WMC P AND I 11218072 Countrywide WMC P AND I 11218099 Countrywide WMC P AND I 11218103 Countrywide WMC P AND I 11218105 Countrywide WMC P AND I 11218115 Countrywide WMC P AND I 11218116 Countrywide WMC P AND I 11218157 Countrywide WMC P AND I 11218179 Countrywide WMC P AND I 11218190 Countrywide WMC P AND I 11218207 Countrywide WMC P AND I 11218242 Countrywide WMC P AND I 11218245 Countrywide WMC P AND I 11218256 Countrywide WMC P AND I 11218257 Countrywide WMC P AND I 11218258 Countrywide WMC P AND I 11218283 Countrywide WMC P AND I 11218287 Countrywide WMC INTEREST ONLY 11218288 Countrywide WMC P AND I 11218308 Countrywide WMC INTEREST ONLY 11218309 Countrywide WMC P AND I 11218310 Countrywide WMC P AND I 11218315 Countrywide WMC P AND I 11218316 Countrywide WMC P AND I 11218329 Countrywide WMC P AND I 11218342 Countrywide WMC P AND I 11218343 Countrywide WMC P AND I 11218373 Countrywide WMC P AND I 11218375 Countrywide WMC P AND I 11218384 Countrywide WMC P AND I 11218400 Countrywide WMC P AND I 11218414 Countrywide WMC P AND I 11218491 Countrywide WMC P AND I 11218540 Countrywide WMC INTEREST ONLY 11218541 Countrywide WMC P AND I 11218575 Countrywide WMC INTEREST ONLY 11218579 Countrywide WMC P AND I 11218611 Countrywide WMC P AND I 11218612 Countrywide WMC P AND I 11218613 Countrywide WMC P AND I 11218614 Countrywide WMC P AND I 11218648 Countrywide WMC P AND I 11218649 Countrywide WMC P AND I 11218655 Countrywide WMC P AND I 11218657 Countrywide WMC P AND I 11218675 Countrywide WMC P AND I 11218677 Countrywide WMC P AND I 11218678 Countrywide WMC P AND I 11218711 Countrywide WMC P AND I 11218728 Countrywide WMC P AND I 11218730 Countrywide WMC P AND I 11218754 Countrywide WMC INTEREST ONLY 11218755 Countrywide WMC P AND I 11218785 Countrywide WMC P AND I 11218786 Countrywide WMC P AND I 11218807 Countrywide WMC P AND I 11218808 Countrywide WMC P AND I 11218843 Countrywide WMC P AND I 11218847 Countrywide WMC INTEREST ONLY 11218849 Countrywide WMC P AND I 11218859 Countrywide WMC P AND I 11218860 Countrywide WMC P AND I 11218878 Countrywide WMC P AND I 11218879 Countrywide WMC P AND I 11218882 Countrywide WMC P AND I 11218889 Countrywide WMC P AND I 11218893 Countrywide WMC P AND I 11218915 Countrywide WMC P AND I 11218926 Countrywide WMC P AND I 11218931 Countrywide WMC P AND I 11218943 Countrywide WMC P AND I 11218953 Countrywide WMC P AND I 11218980 Countrywide WMC P AND I 11218981 Countrywide WMC P AND I 11218991 Countrywide WMC INTEREST ONLY 11218992 Countrywide WMC P AND I 11219019 Countrywide WMC P AND I 11219041 Countrywide WMC P AND I 11219056 Countrywide WMC P AND I 11219067 Countrywide WMC P AND I 11219074 Countrywide WMC P AND I 11219105 Countrywide WMC P AND I 11219121 Countrywide WMC P AND I 11219123 Countrywide WMC P AND I 11219124 Countrywide WMC P AND I 11219125 Countrywide WMC INTEREST ONLY 11219143 Countrywide WMC INTEREST ONLY 11219145 Countrywide WMC P AND I 11219146 Countrywide WMC P AND I 11219157 Countrywide WMC P AND I 11219162 Countrywide WMC P AND I 11219176 Countrywide WMC P AND I 11219177 Countrywide WMC P AND I 11219188 Countrywide WMC P AND I 11219196 Countrywide WMC P AND I 11219197 Countrywide WMC P AND I 11219212 Countrywide WMC P AND I 11219229 Countrywide WMC P AND I 11219242 Countrywide WMC P AND I 11219261 Countrywide WMC P AND I 11219306 Countrywide WMC P AND I 11219309 Countrywide WMC P AND I 11219310 Countrywide WMC INTEREST ONLY 11219312 Countrywide WMC P AND I 11219313 Countrywide WMC P AND I 11219314 Countrywide WMC P AND I 11219341 Countrywide WMC P AND I 11219354 Countrywide WMC P AND I 11219363 Countrywide WMC INTEREST ONLY 11219368 Countrywide WMC P AND I 11219373 Countrywide WMC INTEREST ONLY 11219375 Countrywide WMC P AND I 11219391 Countrywide WMC P AND I 11219437 Countrywide WMC P AND I 11219440 Countrywide WMC P AND I 11219453 Countrywide WMC P AND I 11219454 Countrywide WMC P AND I 11219456 Countrywide WMC P AND I 11219460 Countrywide WMC INTEREST ONLY 11219521 Countrywide WMC P AND I 11219522 Countrywide WMC P AND I 11219523 Countrywide WMC P AND I 11219524 Countrywide WMC P AND I 11219554 Countrywide WMC P AND I 11219599 Countrywide WMC INTEREST ONLY 11219600 Countrywide WMC P AND I 11219627 Countrywide WMC INTEREST ONLY 11219629 Countrywide WMC P AND I 11219676 Countrywide WMC P AND I 11219677 Countrywide WMC P AND I 11219679 Countrywide WMC P AND I 11219684 Countrywide WMC P AND I 11219709 Countrywide WMC P AND I 11219714 Countrywide WMC P AND I 11219721 Countrywide WMC P AND I 11219723 Countrywide WMC P AND I 11219732 Countrywide WMC P AND I 11219741 Countrywide WMC P AND I 11219747 Countrywide WMC P AND I 11219753 Countrywide WMC INTEREST ONLY 11219755 Countrywide WMC P AND I 11219765 Countrywide WMC P AND I 11219769 Countrywide WMC P AND I 11219770 Countrywide WMC P AND I 11219772 Countrywide WMC P AND I 11219775 Countrywide WMC P AND I 11219779 Countrywide WMC P AND I 11219780 Countrywide WMC P AND I 11219782 Countrywide WMC INTEREST ONLY 11219785 Countrywide WMC P AND I 11219822 Countrywide WMC P AND I 11219824 Countrywide WMC P AND I 11219838 Countrywide WMC P AND I 11219839 Countrywide WMC P AND I 11219842 Countrywide WMC P AND I 11219853 Countrywide WMC P AND I 11219907 Countrywide WMC P AND I 11219910 Countrywide WMC P AND I 11219996 Countrywide WMC P AND I 11220018 Countrywide WMC P AND I 11220019 Countrywide WMC P AND I 11220025 Countrywide WMC P AND I 11220028 Countrywide WMC P AND I 11220029 Countrywide WMC P AND I 11220030 Countrywide WMC P AND I 11220031 Countrywide WMC P AND I 11220038 Countrywide WMC P AND I 11220039 Countrywide WMC P AND I 11220049 Countrywide WMC P AND I 11220056 Countrywide WMC P AND I 11220088 Countrywide WMC P AND I 11220102 Countrywide WMC P AND I 11220127 Countrywide WMC P AND I 11220164 Countrywide WMC P AND I 11220166 Countrywide WMC P AND I 11220174 Countrywide WMC P AND I 11220183 Countrywide WMC INTEREST ONLY 11220185 Countrywide WMC P AND I 11220198 Countrywide WMC P AND I 11220199 Countrywide WMC P AND I 11220207 Countrywide WMC P AND I 11220229 Countrywide WMC INTEREST ONLY 11220239 Countrywide WMC P AND I 11220254 Countrywide WMC P AND I 11220255 Countrywide WMC P AND I 11220326 Countrywide WMC P AND I 11220327 Countrywide WMC P AND I 11220358 Countrywide WMC P AND I 11220404 Countrywide WMC P AND I 11220406 Countrywide WMC P AND I 11220523 Countrywide WMC P AND I 11220530 Countrywide WMC P AND I 11220537 Countrywide WMC P AND I 11220543 Countrywide WMC P AND I 11220544 Countrywide WMC P AND I 11220558 Countrywide WMC P AND I 11220571 Countrywide WMC P AND I 11220573 Countrywide WMC P AND I 11220582 Countrywide WMC P AND I 11220588 Countrywide WMC P AND I 11220592 Countrywide WMC P AND I 11220607 Countrywide WMC P AND I 11220624 Countrywide WMC INTEREST ONLY 11220625 Countrywide WMC P AND I 11220627 Countrywide WMC P AND I 11220640 Countrywide WMC P AND I 11220674 Countrywide WMC INTEREST ONLY 11220675 Countrywide WMC P AND I 11220737 Countrywide WMC P AND I 11220738 Countrywide WMC P AND I 11220739 Countrywide WMC INTEREST ONLY 11220741 Countrywide WMC P AND I 11220770 Countrywide WMC P AND I 11220779 Countrywide WMC P AND I 11220793 Countrywide WMC P AND I 11220809 Countrywide WMC P AND I 11220810 Countrywide WMC P AND I 11220827 Countrywide WMC P AND I 11220833 Countrywide WMC P AND I 11220839 Countrywide WMC P AND I 11220843 Countrywide WMC P AND I 11220859 Countrywide WMC P AND I 11220909 Countrywide WMC INTEREST ONLY 11220919 Countrywide WMC P AND I 11220920 Countrywide WMC INTEREST ONLY 11220932 Countrywide WMC P AND I 11220959 Countrywide WMC P AND I 11220968 Countrywide WMC P AND I 11220972 Countrywide WMC P AND I 11220976 Countrywide WMC INTEREST ONLY 11220998 Countrywide WMC P AND I 11220999 Countrywide WMC P AND I 11221004 Countrywide WMC P AND I 11221007 Countrywide WMC P AND I 11221021 Countrywide WMC P AND I 11221077 Countrywide WMC INTEREST ONLY 11221078 Countrywide WMC P AND I 11221087 Countrywide WMC P AND I 11221094 Countrywide WMC P AND I 11221095 Countrywide WMC INTEREST ONLY 11221096 Countrywide WMC P AND I 11221115 Countrywide WMC P AND I 11221151 Countrywide WMC P AND I 11221169 Countrywide WMC P AND I 11221174 Countrywide WMC P AND I 11221217 Countrywide WMC INTEREST ONLY 11221218 Countrywide WMC P AND I 11221221 Countrywide WMC P AND I 11221222 Countrywide WMC P AND I 11221223 Countrywide WMC P AND I 11221236 Countrywide WMC P AND I 11221250 Countrywide WMC P AND I 11221254 Countrywide WMC P AND I 11221257 Countrywide WMC P AND I 11221277 Countrywide WMC P AND I 11221282 Countrywide WMC P AND I 11221283 Countrywide WMC P AND I 11221296 Countrywide WMC P AND I 11221306 Countrywide WMC P AND I 11221307 Countrywide WMC P AND I 11221336 Countrywide WMC P AND I 11221339 Countrywide WMC P AND I 11221351 Countrywide WMC P AND I 11221352 Countrywide WMC INTEREST ONLY 11221353 Countrywide WMC P AND I 11221354 Countrywide WMC P AND I 11221355 Countrywide WMC P AND I 11221397 Countrywide WMC P AND I 11221404 Countrywide WMC P AND I 11221405 Countrywide WMC P AND I 11221409 Countrywide WMC P AND I 11221465 Countrywide WMC P AND I 11221517 Countrywide WMC P AND I 11221571 Countrywide WMC P AND I 11221576 Countrywide WMC P AND I 11221587 Countrywide WMC INTEREST ONLY 11221593 Countrywide WMC P AND I 11221598 Countrywide WMC P AND I 11221610 Countrywide WMC P AND I 11221661 Countrywide WMC P AND I 11221662 Countrywide WMC P AND I 11221663 Countrywide WMC P AND I 11221671 Countrywide WMC P AND I 11221684 Countrywide WMC P AND I 11221687 Countrywide WMC P AND I 11221760 Countrywide WMC P AND I 11221766 Countrywide WMC P AND I 11221786 Countrywide WMC P AND I 11221788 Countrywide WMC P AND I 11221820 Countrywide WMC P AND I 11221821 Countrywide WMC P AND I 11221825 Countrywide WMC P AND I 11221847 Countrywide WMC P AND I 11221871 Countrywide WMC P AND I 11221873 Countrywide WMC P AND I 11221915 Countrywide WMC INTEREST ONLY 11221920 Countrywide WMC P AND I 11221922 Countrywide WMC P AND I 11221927 Countrywide WMC P AND I 11221930 Countrywide WMC P AND I 11221985 Countrywide WMC P AND I 11222011 Countrywide WMC P AND I 11222025 Countrywide WMC P AND I 11222027 Countrywide WMC P AND I 11222040 Countrywide WMC INTEREST ONLY 11222051 Countrywide WMC P AND I 11222053 Countrywide WMC P AND I 11222062 Countrywide WMC P AND I 11222106 Countrywide WMC INTEREST ONLY 11222110 Countrywide WMC P AND I 11222111 Countrywide WMC INTEREST ONLY 11222114 Countrywide WMC P AND I 11222164 Countrywide WMC P AND I 11222192 Countrywide WMC INTEREST ONLY 11222199 Countrywide WMC P AND I 11222202 Countrywide WMC P AND I 11222212 Countrywide WMC INTEREST ONLY 11222218 Countrywide WMC P AND I 11222225 Countrywide WMC P AND I 11222236 Countrywide WMC P AND I 11222245 Countrywide WMC P AND I 11222246 Countrywide WMC P AND I 11222255 Countrywide WMC P AND I 11222257 Countrywide WMC P AND I 11222283 Countrywide WMC P AND I 11222290 Countrywide WMC P AND I 11222291 Countrywide WMC P AND I 11222292 Countrywide WMC P AND I 11222294 Countrywide WMC P AND I 11222329 Countrywide WMC P AND I 11222336 Countrywide WMC P AND I 11222344 Countrywide WMC INTEREST ONLY 11222347 Countrywide WMC P AND I 11222357 Countrywide WMC P AND I 11222363 Countrywide WMC INTEREST ONLY 11222364 Countrywide WMC P AND I 11222365 Countrywide WMC P AND I 11222371 Countrywide WMC P AND I 11222373 Countrywide WMC P AND I 11222374 Countrywide WMC P AND I 11222379 Countrywide WMC P AND I 11222394 Countrywide WMC P AND I 11222413 Countrywide WMC P AND I 11222423 Countrywide WMC P AND I 11222424 Countrywide WMC P AND I 11222437 Countrywide WMC INTEREST ONLY 11222438 Countrywide WMC P AND I 11222439 Countrywide WMC INTEREST ONLY 11222441 Countrywide WMC INTEREST ONLY 11222442 Countrywide WMC P AND I 11222477 Countrywide WMC P AND I 11222478 Countrywide WMC P AND I 11222502 Countrywide WMC P AND I 11222572 Countrywide WMC P AND I 11222582 Countrywide WMC P AND I 11222583 Countrywide WMC P AND I 11222618 Countrywide WMC P AND I 11222626 Countrywide WMC P AND I 11222635 Countrywide WMC INTEREST ONLY 11222641 Countrywide WMC P AND I 11222647 Countrywide WMC P AND I 11222649 Countrywide WMC P AND I 11222692 Countrywide WMC P AND I 11222704 Countrywide WMC P AND I 11222715 Countrywide WMC INTEREST ONLY 11222718 Countrywide WMC P AND I 11222722 Countrywide WMC P AND I 11222724 Countrywide WMC P AND I 11222740 Countrywide WMC INTEREST ONLY 11222745 Countrywide WMC P AND I 11222748 Countrywide WMC P AND I 11222753 Countrywide WMC P AND I 11222762 Countrywide WMC P AND I 11222783 Countrywide WMC INTEREST ONLY 11222792 Countrywide WMC P AND I 11222793 Countrywide WMC P AND I 11222819 Countrywide WMC INTEREST ONLY 11222870 Countrywide WMC P AND I 11222885 Countrywide WMC P AND I 11222932 Countrywide WMC P AND I 11222937 Countrywide WMC P AND I 11222960 Countrywide WMC INTEREST ONLY 11222962 Countrywide WMC P AND I 11222963 Countrywide WMC INTEREST ONLY 11222977 Countrywide WMC INTEREST ONLY 11223018 Countrywide WMC P AND I 11223024 Countrywide WMC P AND I 11223032 Countrywide WMC P AND I 11223035 Countrywide WMC INTEREST ONLY 11223036 Countrywide WMC P AND I 11223043 Countrywide WMC P AND I 11223050 Countrywide WMC P AND I 11223078 Countrywide WMC P AND I 11223086 Countrywide WMC P AND I 11223090 Countrywide WMC P AND I 11223091 Countrywide WMC P AND I 11223112 Countrywide WMC P AND I 11223115 Countrywide WMC INTEREST ONLY 11223116 Countrywide WMC INTEREST ONLY 11223117 Countrywide WMC P AND I 11223134 Countrywide WMC P AND I 11223135 Countrywide WMC P AND I 11223136 Countrywide WMC P AND I 11223137 Countrywide WMC P AND I 11223153 Countrywide WMC P AND I 11223173 Countrywide WMC P AND I 11223183 Countrywide WMC P AND I 11223195 Countrywide WMC P AND I 11223219 Countrywide WMC P AND I 11223220 Countrywide WMC P AND I 11223242 Countrywide WMC P AND I 11223246 Countrywide WMC INTEREST ONLY 11223263 Countrywide WMC P AND I 11223274 Countrywide WMC P AND I 11223278 Countrywide WMC INTEREST ONLY 11223279 Countrywide WMC P AND I 11223375 Countrywide WMC P AND I 11223378 Countrywide WMC P AND I 11223379 Countrywide WMC P AND I 11223384 Countrywide WMC P AND I 11223402 Countrywide WMC P AND I 11223416 Countrywide WMC P AND I 11223417 Countrywide WMC P AND I 11223440 Countrywide WMC INTEREST ONLY 11223441 Countrywide WMC INTEREST ONLY 11223444 Countrywide WMC P AND I 11223459 Countrywide WMC P AND I 11223467 Countrywide WMC P AND I 11223489 Countrywide WMC P AND I 11223518 Countrywide WMC P AND I 11223545 Countrywide WMC P AND I 11223548 Countrywide WMC P AND I 11223551 Countrywide WMC P AND I 11223553 Countrywide WMC INTEREST ONLY 11223573 Countrywide WMC P AND I 11223589 Countrywide WMC P AND I 11223590 Countrywide WMC P AND I 11223600 Countrywide WMC P AND I 11223623 Countrywide WMC P AND I 11223672 Countrywide WMC INTEREST ONLY 11223673 Countrywide WMC P AND I 11223674 Countrywide WMC P AND I 11223678 Countrywide WMC P AND I 11223687 Countrywide WMC P AND I 11223689 Countrywide WMC P AND I 11223690 Countrywide WMC INTEREST ONLY 11223692 Countrywide WMC P AND I 11223693 Countrywide WMC P AND I 11223711 Countrywide WMC P AND I 11223721 Countrywide WMC INTEREST ONLY 11223722 Countrywide WMC P AND I 11223730 Countrywide WMC INTEREST ONLY 11223747 Countrywide WMC P AND I 11223784 Countrywide WMC P AND I 11223785 Countrywide WMC P AND I 11223797 Countrywide WMC INTEREST ONLY 11223815 Countrywide WMC P AND I 11223821 Countrywide WMC P AND I 11223928 Countrywide WMC P AND I 11223956 Countrywide WMC P AND I 11223987 Countrywide WMC P AND I 11223988 Countrywide WMC P AND I 11223997 Countrywide WMC P AND I 11223998 Countrywide WMC P AND I 11224017 Countrywide WMC P AND I 11224029 Countrywide WMC P AND I 11224036 Countrywide WMC P AND I 11224037 Countrywide WMC P AND I 11224038 Countrywide WMC P AND I 11224051 Countrywide WMC P AND I 11224053 Countrywide WMC P AND I 11224055 Countrywide WMC P AND I 11224056 Countrywide WMC P AND I 11224074 Countrywide WMC INTEREST ONLY 11224075 Countrywide WMC P AND I 11224097 Countrywide WMC P AND I 11224136 Countrywide WMC P AND I 11224146 Countrywide WMC INTEREST ONLY 11224147 Countrywide WMC P AND I 11224177 Countrywide WMC INTEREST ONLY 11224178 Countrywide WMC INTEREST ONLY 11224194 Countrywide WMC P AND I 11224222 Countrywide WMC P AND I 11224240 Countrywide WMC P AND I 11224245 Countrywide WMC P AND I 11224258 Countrywide WMC P AND I 11224289 Countrywide WMC P AND I 11224300 Countrywide WMC P AND I 11224302 Countrywide WMC P AND I 11224310 Countrywide WMC P AND I 11224316 Countrywide WMC P AND I 11224318 Countrywide WMC P AND I 11224328 Countrywide WMC P AND I 11224341 Countrywide WMC P AND I 11224383 Countrywide WMC P AND I 11224389 Countrywide WMC P AND I 11224397 Countrywide WMC P AND I 11224406 Countrywide WMC P AND I 11224407 Countrywide WMC INTEREST ONLY 11224458 Countrywide WMC P AND I 11224459 Countrywide WMC P AND I 11224468 Countrywide WMC P AND I 11224476 Countrywide WMC P AND I 11224568 Countrywide WMC INTEREST ONLY 11224569 Countrywide WMC P AND I 11224578 Countrywide WMC INTEREST ONLY 11224582 Countrywide WMC INTEREST ONLY 11224584 Countrywide WMC P AND I 11224587 Countrywide WMC P AND I 11224632 Countrywide WMC P AND I 11224633 Countrywide WMC P AND I 11224655 Countrywide WMC P AND I 11224660 Countrywide WMC P AND I 11224663 Countrywide WMC P AND I 11224664 Countrywide WMC P AND I 11224673 Countrywide WMC P AND I 11224675 Countrywide WMC P AND I 11224676 Countrywide WMC P AND I 11224677 Countrywide WMC P AND I 11224711 Countrywide WMC P AND I 11224712 Countrywide WMC P AND I 11224718 Countrywide WMC P AND I 11224735 Countrywide WMC P AND I 11224766 Countrywide WMC INTEREST ONLY 11224773 Countrywide WMC INTEREST ONLY 11224778 Countrywide WMC P AND I 11224863 Countrywide WMC P AND I 11224883 Countrywide WMC INTEREST ONLY 11224884 Countrywide WMC P AND I 11224911 Countrywide WMC P AND I 11224916 Countrywide WMC P AND I 11224922 Countrywide WMC P AND I 11224988 Countrywide WMC P AND I 11224991 Countrywide WMC P AND I 11225006 Countrywide WMC INTEREST ONLY 11225011 Countrywide WMC P AND I 11225032 Countrywide WMC P AND I 11225070 Countrywide WMC P AND I 11225093 Countrywide WMC P AND I 11225148 Countrywide WMC P AND I 11225151 Countrywide WMC P AND I 11225197 Countrywide WMC INTEREST ONLY 11225198 Countrywide WMC P AND I 11225206 Countrywide WMC P AND I 11225217 Countrywide WMC P AND I 11225236 Countrywide WMC P AND I 11225237 Countrywide WMC P AND I 11225258 Countrywide WMC P AND I 11225299 Countrywide WMC P AND I 11225312 Countrywide WMC INTEREST ONLY 11225313 Countrywide WMC P AND I 11225317 Countrywide WMC P AND I 11225344 Countrywide WMC P AND I 11225345 Countrywide WMC P AND I 11225348 Countrywide WMC P AND I 11225366 Countrywide WMC P AND I 11225420 Countrywide WMC P AND I 11225421 Countrywide WMC P AND I 11225445 Countrywide WMC INTEREST ONLY 11225446 Countrywide WMC P AND I 11225477 Countrywide WMC INTEREST ONLY 11225478 Countrywide WMC P AND I 11225508 Countrywide WMC INTEREST ONLY 11225572 Countrywide WMC P AND I 11225579 Countrywide WMC P AND I 11225582 Countrywide WMC P AND I 11225607 Countrywide WMC P AND I 11225608 Countrywide WMC P AND I 11225619 Countrywide WMC P AND I 11225672 Countrywide WMC P AND I 11225713 Countrywide WMC P AND I 11225758 Countrywide WMC P AND I 11225765 Countrywide WMC P AND I 11225773 Countrywide WMC P AND I 11225794 Countrywide WMC INTEREST ONLY 11225814 Countrywide WMC P AND I 11225827 Countrywide WMC P AND I 11225836 Countrywide WMC INTEREST ONLY 11225837 Countrywide WMC P AND I 11225855 Countrywide WMC P AND I 11225924 Countrywide WMC INTEREST ONLY 11225929 Countrywide WMC P AND I 11225933 Countrywide WMC P AND I 11225999 Countrywide WMC P AND I 11226007 Countrywide WMC P AND I 11226014 Countrywide WMC P AND I 11226061 Countrywide WMC P AND I 11226134 Countrywide WMC P AND I 11226239 Countrywide WMC P AND I 11226242 Countrywide WMC INTEREST ONLY 11226273 Countrywide WMC P AND I 11226292 Countrywide WMC P AND I 11226293 Countrywide WMC P AND I 11226346 Countrywide WMC P AND I 11226348 Countrywide WMC P AND I 11226349 Countrywide WMC P AND I 11226351 Countrywide WMC P AND I 11226352 Countrywide WMC P AND I 11226353 Countrywide WMC P AND I 11226358 Countrywide WMC P AND I 11226360 Countrywide WMC P AND I 11226389 Countrywide WMC P AND I 11226422 Countrywide WMC P AND I 11226423 Countrywide WMC INTEREST ONLY 11226438 Countrywide WMC P AND I 11226441 Countrywide WMC P AND I 11226465 Countrywide WMC P AND I 11226498 Countrywide WMC P AND I 11226633 Countrywide WMC INTEREST ONLY 11226639 Countrywide WMC P AND I 11226640 Countrywide WMC P AND I 11226682 Countrywide WMC INTEREST ONLY 11226713 Countrywide WMC P AND I 11226714 Countrywide WMC P AND I 11226807 Countrywide WMC P AND I 11226821 Countrywide WMC P AND I 11226823 Countrywide WMC P AND I 11226840 Countrywide WMC P AND I 11226841 Countrywide WMC P AND I 11226875 Countrywide WMC INTEREST ONLY 11226897 Countrywide WMC P AND I 11226916 Countrywide WMC INTEREST ONLY 11226923 Countrywide WMC P AND I 11227005 Countrywide WMC INTEREST ONLY 11227016 Countrywide WMC P AND I 11227017 Countrywide WMC P AND I 11227065 Countrywide WMC INTEREST ONLY 11227066 Countrywide WMC P AND I 11227082 Countrywide WMC P AND I 11227114 Countrywide WMC P AND I 11227120 Countrywide WMC P AND I 11227121 Countrywide WMC P AND I 11227132 Countrywide WMC P AND I 11227199 Countrywide WMC P AND I 11227236 Countrywide WMC P AND I 11227237 Countrywide WMC P AND I 11227253 Countrywide WMC P AND I 11227254 Countrywide WMC P AND I 11227271 Countrywide WMC P AND I 11227352 Countrywide WMC P AND I 11227403 Countrywide WMC P AND I 11227423 Countrywide WMC INTEREST ONLY 11227429 Countrywide WMC P AND I 11227434 Countrywide WMC INTEREST ONLY 11227443 Countrywide WMC INTEREST ONLY 11227480 Countrywide WMC INTEREST ONLY 11227481 Countrywide WMC P AND I 11227559 Countrywide WMC P AND I 11227562 Countrywide WMC P AND I 11227594 Countrywide WMC INTEREST ONLY 11227623 Countrywide WMC P AND I 11227642 Countrywide WMC P AND I 11227644 Countrywide WMC P AND I 11227701 Countrywide WMC P AND I 11227724 Countrywide WMC INTEREST ONLY 11227727 Countrywide WMC INTEREST ONLY 11227735 Countrywide WMC P AND I 11227744 Countrywide WMC P AND I 11227753 Countrywide WMC INTEREST ONLY 11227756 Countrywide WMC INTEREST ONLY 11227758 Countrywide WMC P AND I 11227787 Countrywide WMC P AND I 11227788 Countrywide WMC P AND I 11227792 Countrywide WMC INTEREST ONLY 11227793 Countrywide WMC P AND I 11227824 Countrywide WMC INTEREST ONLY 11227854 Countrywide WMC P AND I 11227939 Countrywide WMC P AND I 11227954 Countrywide WMC P AND I 11227956 Countrywide WMC P AND I 11228031 Countrywide WMC P AND I 11228032 Countrywide WMC P AND I 11228038 Countrywide WMC P AND I 11228050 Countrywide WMC INTEREST ONLY 11228082 Countrywide WMC P AND I 11228107 Countrywide WMC P AND I 11228167 Countrywide WMC P AND I 11228209 Countrywide WMC INTEREST ONLY 11228231 Countrywide WMC INTEREST ONLY 11228232 Countrywide WMC P AND I 11228300 Countrywide WMC P AND I 11228327 Countrywide WMC P AND I 11228330 Countrywide WMC P AND I 11228331 Countrywide WMC P AND I 11228336 Countrywide WMC P AND I 11228342 Countrywide WMC P AND I 11228354 Countrywide WMC P AND I 11228397 Countrywide WMC INTEREST ONLY 11228402 Countrywide WMC P AND I 11228403 Countrywide WMC P AND I 11228405 Countrywide WMC P AND I 11228409 Countrywide WMC P AND I 11228412 Countrywide WMC P AND I 11228424 Countrywide WMC P AND I 11228450 Countrywide WMC P AND I 11228480 Countrywide WMC P AND I 11228488 Countrywide WMC P AND I 11228491 Countrywide WMC P AND I 11228492 Countrywide WMC P AND I 11228536 Countrywide WMC P AND I 11228545 Countrywide WMC P AND I 11228546 Countrywide WMC P AND I 11228569 Countrywide WMC P AND I 11228573 Countrywide WMC P AND I 11228574 Countrywide WMC P AND I 11228575 Countrywide WMC P AND I 11228601 Countrywide WMC P AND I 11228649 Countrywide WMC P AND I 11228755 Countrywide WMC P AND I 11228794 Countrywide WMC P AND I 11228797 Countrywide WMC P AND I 11228814 Countrywide WMC P AND I 11228836 Countrywide WMC P AND I 11228837 Countrywide WMC P AND I 11228857 Countrywide WMC P AND I 11228866 Countrywide WMC P AND I 11228878 Countrywide WMC P AND I 11228898 Countrywide WMC P AND I 11228915 Countrywide WMC P AND I 11228916 Countrywide WMC P AND I 11228943 Countrywide WMC P AND I 11229054 Countrywide WMC P AND I 11229082 Countrywide WMC P AND I 11229083 Countrywide WMC P AND I 11229101 Countrywide WMC INTEREST ONLY 11229131 Countrywide WMC INTEREST ONLY 11229170 Countrywide WMC INTEREST ONLY 11229181 Countrywide WMC P AND I 11229251 Countrywide WMC P AND I 11229284 Countrywide WMC P AND I 11229285 Countrywide WMC P AND I 11229287 Countrywide WMC P AND I 11229289 Countrywide WMC P AND I 11229290 Countrywide WMC P AND I 11229471 Countrywide WMC P AND I 11229476 Countrywide WMC P AND I 11229494 Countrywide WMC P AND I 11229495 Countrywide WMC P AND I 11229531 Countrywide WMC P AND I 11229570 Countrywide WMC INTEREST ONLY 11229572 Countrywide WMC INTEREST ONLY 11229581 Countrywide WMC P AND I 11229625 Countrywide WMC P AND I 11229663 Countrywide WMC P AND I 11229671 Countrywide WMC P AND I 11229679 Countrywide WMC P AND I 11229691 Countrywide WMC P AND I 11229727 Countrywide WMC P AND I 11229743 Countrywide WMC P AND I 11229746 Countrywide WMC P AND I 11229747 Countrywide WMC P AND I 11229765 Countrywide WMC P AND I 11229780 Countrywide WMC P AND I 11229800 Countrywide WMC INTEREST ONLY 11229804 Countrywide WMC P AND I 11229806 Countrywide WMC P AND I 11229807 Countrywide WMC P AND I 11229879 Countrywide WMC INTEREST ONLY 11229880 Countrywide WMC P AND I 11229973 Countrywide WMC P AND I 11229977 Countrywide WMC P AND I 11230174 Countrywide WMC P AND I 11230181 Countrywide WMC P AND I 11230197 Countrywide WMC P AND I 11230198 Countrywide WMC P AND I 11230258 Countrywide WMC P AND I 11230259 Countrywide WMC P AND I 11230261 Countrywide WMC P AND I 11230262 Countrywide WMC P AND I 11230313 Countrywide WMC P AND I 11230315 Countrywide WMC P AND I 11230385 Countrywide WMC P AND I 11230386 Countrywide WMC P AND I 11230451 Countrywide WMC P AND I 11230514 Countrywide WMC P AND I 11230536 Countrywide WMC P AND I 11230667 Countrywide WMC P AND I 11230668 Countrywide WMC P AND I 11230674 Countrywide WMC INTEREST ONLY 11230778 Countrywide WMC P AND I 11230791 Countrywide WMC P AND I 11230828 Countrywide WMC P AND I 11231016 Countrywide WMC P AND I 11231116 Countrywide WMC P AND I 11231212 Countrywide WMC P AND I 11231213 Countrywide WMC P AND I 11231261 Countrywide WMC INTEREST ONLY 11231308 Countrywide WMC P AND I 11231323 Countrywide WMC P AND I 11231363 Countrywide WMC P AND I 11231366 Countrywide WMC P AND I 11231423 Countrywide WMC P AND I 11231550 Countrywide WMC P AND I 11231592 Countrywide WMC P AND I 11231593 Countrywide WMC P AND I 11231763 Countrywide WMC P AND I 11231766 Countrywide WMC P AND I 11231769 Countrywide WMC P AND I 11231785 Countrywide WMC P AND I 11231786 Countrywide WMC P AND I 11231934 Countrywide WMC P AND I 11231962 Countrywide WMC P AND I 11232015 Countrywide WMC P AND I 11232074 Countrywide WMC P AND I 11232182 Countrywide WMC P AND I 11232393 Countrywide WMC P AND I 11232394 Countrywide WMC P AND I 11232468 Countrywide WMC P AND I 11232469 Countrywide WMC P AND I 11232622 Countrywide WMC P AND I 11232623 Countrywide WMC P AND I 11232637 Countrywide WMC INTEREST ONLY 11232654 Countrywide WMC P AND I 11232670 Countrywide WMC P AND I 11232692 Countrywide WMC P AND I 11232693 Countrywide WMC P AND I 11232744 Countrywide WMC P AND I 11232747 Countrywide WMC INTEREST ONLY 11232773 Countrywide WMC P AND I 11232774 Countrywide WMC P AND I 11232954 Countrywide WMC P AND I 11232955 Countrywide WMC P AND I 11233131 Countrywide WMC P AND I 11233221 Countrywide WMC P AND I 11233529 Countrywide WMC P AND I 11233617 Countrywide WMC P AND I 11233853 Countrywide WMC P AND I 11233922 Countrywide WMC P AND I 11234671 Countrywide WMC P AND I 11234714 Countrywide WMC P AND I 11234715 Countrywide WMC P AND I 11234778 Countrywide WMC P AND I 11234783 Countrywide WMC P AND I 11234896 Countrywide WMC P AND I 11234898 Countrywide WMC P AND I 11235071 Countrywide WMC INTEREST ONLY 11235078 Countrywide WMC P AND I 11235300 Countrywide WMC P AND I 11235308 Countrywide WMC P AND I 11235574 Countrywide WMC INTEREST ONLY 11235616 Countrywide WMC P AND I 11235617 Countrywide WMC P AND I 11235634 Countrywide WMC P AND I 11235641 Countrywide WMC P AND I 11236204 Countrywide WMC P AND I 11236345 Countrywide WMC P AND I 11236346 Countrywide WMC P AND I 11236715 Countrywide WMC P AND I 11236748 Countrywide WMC INTEREST ONLY 11237136 Countrywide WMC P AND I 11237257 Countrywide WMC P AND I 11237967 Countrywide WMC INTEREST ONLY 11101956 Countrywide WMC P AND I 11126217 Countrywide WMC INTEREST ONLY 11129403 Countrywide WMC P AND I 11145068 Countrywide WMC P AND I 11145069 Countrywide WMC P AND I 11156605 Countrywide WMC P AND I 11161393 Countrywide WMC P AND I 11164493 Countrywide WMC P AND I 11164494 Countrywide WMC P AND I 11168053 Countrywide WMC INTEREST ONLY 11168132 Countrywide WMC P AND I 11169375 Countrywide WMC P AND I 11170365 Countrywide WMC P AND I 11170749 Countrywide WMC P AND I 11170762 Countrywide WMC P AND I 11171223 Countrywide WMC P AND I 11171252 Countrywide WMC P AND I 11171254 Countrywide WMC INTEREST ONLY 11172061 Countrywide WMC P AND I 11174815 Countrywide WMC P AND I 11176945 Countrywide WMC INTEREST ONLY 11176952 Countrywide WMC P AND I 11177622 Countrywide WMC P AND I 11177623 Countrywide WMC P AND I 11178313 Countrywide WMC P AND I 11178489 Countrywide WMC P AND I 11179062 Countrywide WMC P AND I 11179487 Countrywide WMC P AND I 11179749 Countrywide WMC INTEREST ONLY 11179998 Countrywide WMC P AND I 11180192 Countrywide WMC P AND I 11180204 Countrywide WMC P AND I 11180734 Countrywide WMC P AND I 11180742 Countrywide WMC P AND I 11181940 Countrywide WMC P AND I 11181951 Countrywide WMC P AND I 11182919 Countrywide WMC P AND I 11182928 Countrywide WMC P AND I 11183770 Countrywide WMC P AND I 11183771 Countrywide WMC P AND I 11184577 Countrywide WMC P AND I 11184693 Countrywide WMC P AND I 11186668 Countrywide WMC P AND I 11186670 Countrywide WMC P AND I 11187112 Countrywide WMC P AND I 11187113 Countrywide WMC P AND I 11187308 Countrywide WMC P AND I 11187309 Countrywide WMC P AND I 11187350 Countrywide WMC P AND I 11187364 Countrywide WMC P AND I 11187773 Countrywide WMC P AND I 11188646 Countrywide WMC INTEREST ONLY 11188655 Countrywide WMC P AND I 11188666 Countrywide WMC P AND I 11188709 Countrywide WMC P AND I 11188714 Countrywide WMC P AND I 11188844 Countrywide WMC P AND I 11188908 Countrywide WMC INTEREST ONLY 11189167 Countrywide WMC INTEREST ONLY 11189168 Countrywide WMC P AND I 11189401 Countrywide WMC P AND I 11189407 Countrywide WMC P AND I 11189628 Countrywide WMC P AND I 11190015 Countrywide WMC P AND I 11190017 Countrywide WMC P AND I 11190239 Countrywide WMC P AND I 11190257 Countrywide WMC P AND I 11190311 Countrywide WMC P AND I 11190314 Countrywide WMC P AND I 11190384 Countrywide WMC P AND I 11190480 Countrywide WMC P AND I 11191150 Countrywide WMC P AND I 11191410 Countrywide WMC P AND I 11191692 Countrywide WMC P AND I 11191888 Countrywide WMC P AND I 11191894 Countrywide WMC P AND I 11192096 Countrywide WMC P AND I 11193064 Countrywide WMC INTEREST ONLY 11193073 Countrywide WMC P AND I 11193667 Countrywide WMC INTEREST ONLY 11193709 Countrywide WMC P AND I 11193907 Countrywide WMC INTEREST ONLY 11193931 Countrywide WMC P AND I 11194054 Countrywide WMC INTEREST ONLY 11194543 Countrywide WMC P AND I 11194662 Countrywide WMC INTEREST ONLY 11194663 Countrywide WMC P AND I 11194891 Countrywide WMC P AND I 11194928 Countrywide WMC P AND I 11195040 Countrywide WMC P AND I 11195327 Countrywide WMC P AND I 11195393 Countrywide WMC P AND I 11195475 Countrywide WMC P AND I 11195616 Countrywide WMC INTEREST ONLY 11195617 Countrywide WMC P AND I 11196202 Countrywide WMC P AND I 11196251 Countrywide WMC P AND I 11196253 Countrywide WMC P AND I 11196312 Countrywide WMC P AND I 11196878 Countrywide WMC INTEREST ONLY 11196947 Countrywide WMC P AND I 11197116 Countrywide WMC P AND I 11197119 Countrywide WMC INTEREST ONLY 11197127 Countrywide WMC P AND I 11197173 Countrywide WMC P AND I 11197180 Countrywide WMC INTEREST ONLY 11197221 Countrywide WMC INTEREST ONLY 11197230 Countrywide WMC P AND I 11197414 Countrywide WMC P AND I 11197545 Countrywide WMC P AND I 11197566 Countrywide WMC P AND I 11197764 Countrywide WMC P AND I 11197808 Countrywide WMC P AND I 11197946 Countrywide WMC P AND I 11198058 Countrywide WMC P AND I 11198113 Countrywide WMC P AND I 11198328 Countrywide WMC P AND I 11198411 Countrywide WMC P AND I 11198505 Countrywide WMC P AND I 11198506 Countrywide WMC P AND I 11198595 Countrywide WMC P AND I 11198596 Countrywide WMC P AND I 11198875 Countrywide WMC P AND I 11198888 Countrywide WMC P AND I 11198891 Countrywide WMC P AND I 11199085 Countrywide WMC P AND I 11199086 Countrywide WMC P AND I 11199411 Countrywide WMC P AND I 11199419 Countrywide WMC P AND I 11199736 Countrywide WMC P AND I 11199758 Countrywide WMC P AND I 11199760 Countrywide WMC P AND I 11199973 Countrywide WMC P AND I 11199975 Countrywide WMC P AND I 11200044 Countrywide WMC P AND I 11200092 Countrywide WMC P AND I 11200100 Countrywide WMC P AND I 11200176 Countrywide WMC INTEREST ONLY 11200185 Countrywide WMC P AND I 11200215 Countrywide WMC P AND I 11200218 Countrywide WMC P AND I 11200913 Countrywide WMC P AND I 11200914 Countrywide WMC P AND I 11200942 Countrywide WMC P AND I 11200943 Countrywide WMC P AND I 11201063 Countrywide WMC P AND I 11201064 Countrywide WMC P AND I 11201097 Countrywide WMC P AND I 11201098 Countrywide WMC P AND I 11201168 Countrywide WMC P AND I 11201169 Countrywide WMC P AND I 11201293 Countrywide WMC P AND I 11201749 Countrywide WMC P AND I 11201811 Countrywide WMC P AND I 11202028 Countrywide WMC P AND I 11202057 Countrywide WMC P AND I 11202155 Countrywide WMC P AND I 11202184 Countrywide WMC P AND I 11202185 Countrywide WMC P AND I 11202650 Countrywide WMC P AND I 11202662 Countrywide WMC P AND I 11202822 Countrywide WMC P AND I 11203027 Countrywide WMC P AND I 11203340 Countrywide WMC P AND I 11203347 Countrywide WMC P AND I 11203366 Countrywide WMC P AND I 11203367 Countrywide WMC P AND I 11203449 Countrywide WMC P AND I 11203854 Countrywide WMC P AND I 11203885 Countrywide WMC P AND I 11204000 Countrywide WMC P AND I 11204046 Countrywide WMC P AND I 11204049 Countrywide WMC P AND I 11204086 Countrywide WMC P AND I 11204168 Countrywide WMC P AND I 11204328 Countrywide WMC INTEREST ONLY 11204329 Countrywide WMC P AND I 11204330 Countrywide WMC P AND I 11204332 Countrywide WMC P AND I 11204437 Countrywide WMC P AND I 11204500 Countrywide WMC P AND I 11204509 Countrywide WMC P AND I 11204523 Countrywide WMC P AND I 11204626 Countrywide WMC P AND I 11204681 Countrywide WMC P AND I 11204977 Countrywide WMC P AND I 11204980 Countrywide WMC P AND I 11205029 Countrywide WMC P AND I 11205115 Countrywide WMC P AND I 11205432 Countrywide WMC INTEREST ONLY 11205513 Countrywide WMC P AND I 11205568 Countrywide WMC P AND I 11205625 Countrywide WMC P AND I 11205662 Countrywide WMC P AND I 11205844 Countrywide WMC P AND I 11205851 Countrywide WMC P AND I 11205923 Countrywide WMC P AND I 11205927 Countrywide WMC P AND I 11205992 Countrywide WMC P AND I 11206099 Countrywide WMC P AND I 11206303 Countrywide WMC P AND I 11206505 Countrywide WMC INTEREST ONLY 11206708 Countrywide WMC P AND I 11206710 Countrywide WMC P AND I 11206711 Countrywide WMC P AND I 11206721 Countrywide WMC P AND I 11206781 Countrywide WMC P AND I 11206807 Countrywide WMC P AND I 11206808 Countrywide WMC P AND I 11206847 Countrywide WMC P AND I 11206876 Countrywide WMC P AND I 11207267 Countrywide WMC INTEREST ONLY 11207271 Countrywide WMC P AND I 11207505 Countrywide WMC P AND I 11207527 Countrywide WMC P AND I 11207538 Countrywide WMC P AND I 11207646 Countrywide WMC P AND I 11207684 Countrywide WMC P AND I 11207685 Countrywide WMC P AND I 11207723 Countrywide WMC P AND I 11207784 Countrywide WMC P AND I 11207785 Countrywide WMC P AND I 11207806 Countrywide WMC INTEREST ONLY 11208010 Countrywide WMC P AND I 11208109 Countrywide WMC P AND I 11208279 Countrywide WMC P AND I 11208353 Countrywide WMC P AND I 11208424 Countrywide WMC P AND I 11208433 Countrywide WMC P AND I 11208439 Countrywide WMC P AND I 11208451 Countrywide WMC P AND I 11208458 Countrywide WMC INTEREST ONLY 11208462 Countrywide WMC P AND I 11208631 Countrywide WMC P AND I 11208797 Countrywide WMC P AND I 11208835 Countrywide WMC P AND I 11208886 Countrywide WMC P AND I 11208903 Countrywide WMC P AND I 11208925 Countrywide WMC P AND I 11208936 Countrywide WMC INTEREST ONLY 11208938 Countrywide WMC P AND I 11208964 Countrywide WMC P AND I 11209019 Countrywide WMC P AND I 11209020 Countrywide WMC P AND I 11209113 Countrywide WMC P AND I 11209273 Countrywide WMC P AND I 11209334 Countrywide WMC P AND I 11209356 Countrywide WMC P AND I 11209930 Countrywide WMC P AND I 11209937 Countrywide WMC P AND I 11210107 Countrywide WMC P AND I 11210221 Countrywide WMC P AND I 11210245 Countrywide WMC P AND I 11210246 Countrywide WMC P AND I 11210251 Countrywide WMC INTEREST ONLY 11210252 Countrywide WMC P AND I 11210254 Countrywide WMC P AND I 11210255 Countrywide WMC P AND I 11210324 Countrywide WMC P AND I 11210526 Countrywide WMC P AND I 11210595 Countrywide WMC INTEREST ONLY 11210626 Countrywide WMC P AND I 11210627 Countrywide WMC P AND I 11210754 Countrywide WMC P AND I 11210776 Countrywide WMC P AND I 11210778 Countrywide WMC P AND I 11210779 Countrywide WMC P AND I 11210939 Countrywide WMC P AND I 11211108 Countrywide WMC P AND I 11211190 Countrywide WMC P AND I 11211215 Countrywide WMC P AND I 11211272 Countrywide WMC P AND I 11211299 Countrywide WMC P AND I 11211301 Countrywide WMC P AND I 11211327 Countrywide WMC INTEREST ONLY 11211329 Countrywide WMC P AND I 11211383 Countrywide WMC INTEREST ONLY 11211634 Countrywide WMC P AND I 11211827 Countrywide WMC P AND I 11211856 Countrywide WMC P AND I 11211860 Countrywide WMC P AND I 11212071 Countrywide WMC P AND I 11212103 Countrywide WMC P AND I 11212279 Countrywide WMC P AND I 11212321 Countrywide WMC P AND I 11212337 Countrywide WMC INTEREST ONLY 11212338 Countrywide WMC P AND I 11212409 Countrywide WMC P AND I 11212491 Countrywide WMC P AND I 11212495 Countrywide WMC P AND I 11212530 Countrywide WMC P AND I 11212618 Countrywide WMC P AND I 11212651 Countrywide WMC P AND I 11212688 Countrywide WMC P AND I 11212755 Countrywide WMC P AND I 11212786 Countrywide WMC P AND I 11212787 Countrywide WMC INTEREST ONLY 11212910 Countrywide WMC P AND I 11212911 Countrywide WMC P AND I 11212983 Countrywide WMC P AND I 11213007 Countrywide WMC P AND I 11213011 Countrywide WMC P AND I 11213059 Countrywide WMC P AND I 11213061 Countrywide WMC P AND I 11213066 Countrywide WMC P AND I 11213252 Countrywide WMC P AND I 11213299 Countrywide WMC P AND I 11213300 Countrywide WMC P AND I 11213334 Countrywide WMC INTEREST ONLY 11213335 Countrywide WMC P AND I 11213390 Countrywide WMC INTEREST ONLY 11213410 Countrywide WMC P AND I 11213411 Countrywide WMC P AND I 11213463 Countrywide WMC P AND I 11213539 Countrywide WMC INTEREST ONLY 11213557 Countrywide WMC P AND I 11213861 Countrywide WMC P AND I 11214017 Countrywide WMC P AND I 11214036 Countrywide WMC P AND I 11214547 Countrywide WMC P AND I 11214589 Countrywide WMC P AND I 11214666 Countrywide WMC INTEREST ONLY 11214682 Countrywide WMC P AND I 11214683 Countrywide WMC P AND I 11214736 Countrywide WMC P AND I 11214745 Countrywide WMC P AND I 11215113 Countrywide WMC P AND I 11215118 Countrywide WMC P AND I 11215123 Countrywide WMC P AND I 11215170 Countrywide WMC P AND I 11215175 Countrywide WMC P AND I 11215176 Countrywide WMC P AND I 11215241 Countrywide WMC P AND I 11215266 Countrywide WMC P AND I 11215271 Countrywide WMC P AND I 11215279 Countrywide WMC P AND I 11215408 Countrywide WMC P AND I 11215417 Countrywide WMC P AND I 11215446 Countrywide WMC P AND I 11215475 Countrywide WMC P AND I 11215607 Countrywide WMC P AND I 11215621 Countrywide WMC P AND I 11215622 Countrywide WMC P AND I 11215824 Countrywide WMC P AND I 11215857 Countrywide WMC P AND I 11215863 Countrywide WMC P AND I 11215864 Countrywide WMC P AND I 11215892 Countrywide WMC P AND I 11215908 Countrywide WMC P AND I 11216006 Countrywide WMC P AND I 11216221 Countrywide WMC P AND I 11216422 Countrywide WMC P AND I 11216630 Countrywide WMC P AND I 11216637 Countrywide WMC P AND I 11216648 Countrywide WMC INTEREST ONLY 11216650 Countrywide WMC INTEREST ONLY 11216654 Countrywide WMC P AND I 11216655 Countrywide WMC P AND I 11216728 Countrywide WMC P AND I 11216747 Countrywide WMC INTEREST ONLY 11216779 Countrywide WMC P AND I 11216990 Countrywide WMC P AND I 11217017 Countrywide WMC INTEREST ONLY 11217131 Countrywide WMC P AND I 11217137 Countrywide WMC P AND I 11217186 Countrywide WMC P AND I 11217190 Countrywide WMC P AND I 11217214 Countrywide WMC P AND I 11217234 Countrywide WMC P AND I 11217286 Countrywide WMC INTEREST ONLY 11217297 Countrywide WMC P AND I 11217312 Countrywide WMC INTEREST ONLY 11217436 Countrywide WMC P AND I 11217441 Countrywide WMC P AND I 11217442 Countrywide WMC P AND I 11217454 Countrywide WMC INTEREST ONLY 11217470 Countrywide WMC P AND I 11217507 Countrywide WMC INTEREST ONLY 11217530 Countrywide WMC P AND I 11217554 Countrywide WMC P AND I 11217555 Countrywide WMC P AND I 11217635 Countrywide WMC P AND I 11217644 Countrywide WMC P AND I 11217723 Countrywide WMC INTEREST ONLY 11217724 Countrywide WMC P AND I 11217765 Countrywide WMC P AND I 11217769 Countrywide WMC P AND I 11217791 Countrywide WMC P AND I 11218158 Countrywide WMC INTEREST ONLY 11218174 Countrywide WMC INTEREST ONLY 11218175 Countrywide WMC P AND I 11218198 Countrywide WMC P AND I 11218264 Countrywide WMC INTEREST ONLY 11218345 Countrywide WMC P AND I 11218416 Countrywide WMC INTEREST ONLY 11218444 Countrywide WMC P AND I 11218699 Countrywide WMC INTEREST ONLY 11218700 Countrywide WMC P AND I 11218709 Countrywide WMC INTEREST ONLY 11218763 Countrywide WMC INTEREST ONLY 11218764 Countrywide WMC P AND I 11218770 Countrywide WMC P AND I 11218771 Countrywide WMC P AND I 11218822 Countrywide WMC P AND I 11218824 Countrywide WMC P AND I 11218957 Countrywide WMC INTEREST ONLY 11218960 Countrywide WMC P AND I 11218961 Countrywide WMC P AND I 11218985 Countrywide WMC INTEREST ONLY 11218995 Countrywide WMC P AND I 11218996 Countrywide WMC P AND I 11219151 Countrywide WMC P AND I 11219173 Countrywide WMC P AND I 11219226 Countrywide WMC INTEREST ONLY 11219276 Countrywide WMC INTEREST ONLY 11219370 Countrywide WMC P AND I 11219560 Countrywide WMC INTEREST ONLY 11219574 Countrywide WMC P AND I 11219588 Countrywide WMC P AND I 11219687 Countrywide WMC INTEREST ONLY 11219689 Countrywide WMC P AND I 11219696 Countrywide WMC INTEREST ONLY 11219698 Countrywide WMC P AND I 11219701 Countrywide WMC P AND I 11219756 Countrywide WMC P AND I 11219793 Countrywide WMC INTEREST ONLY 11219794 Countrywide WMC P AND I 11219952 Countrywide WMC P AND I 11220066 Countrywide WMC P AND I 11220103 Countrywide WMC P AND I 11220157 Countrywide WMC P AND I 11220161 Countrywide WMC INTEREST ONLY 11220167 Countrywide WMC P AND I 11220171 Countrywide WMC P AND I 11220184 Countrywide WMC INTEREST ONLY 11220222 Countrywide WMC P AND I 11220230 Countrywide WMC INTEREST ONLY 11220231 Countrywide WMC P AND I 11220284 Countrywide WMC INTEREST ONLY 11220298 Countrywide WMC P AND I 11220315 Countrywide WMC P AND I 11220351 Countrywide WMC P AND I 11220352 Countrywide WMC P AND I 11220438 Countrywide WMC P AND I 11220457 Countrywide WMC P AND I 11220489 Countrywide WMC P AND I 11220490 Countrywide WMC P AND I 11220507 Countrywide WMC P AND I 11220539 Countrywide WMC INTEREST ONLY 11220540 Countrywide WMC P AND I 11220561 Countrywide WMC P AND I 11220710 Countrywide WMC P AND I 11220729 Countrywide WMC INTEREST ONLY 11220732 Countrywide WMC P AND I 11220750 Countrywide WMC P AND I 11220753 Countrywide WMC P AND I 11220805 Countrywide WMC P AND I 11220873 Countrywide WMC P AND I 11220875 Countrywide WMC P AND I 11220997 Countrywide WMC P AND I 11221003 Countrywide WMC P AND I 11221066 Countrywide WMC P AND I 11221068 Countrywide WMC P AND I 11221070 Countrywide WMC P AND I 11221126 Countrywide WMC INTEREST ONLY 11221206 Countrywide WMC P AND I 11221231 Countrywide WMC P AND I 11221239 Countrywide WMC P AND I 11221245 Countrywide WMC P AND I 11221274 Countrywide WMC P AND I 11221372 Countrywide WMC INTEREST ONLY 11221386 Countrywide WMC INTEREST ONLY 11221389 Countrywide WMC P AND I 11221509 Countrywide WMC P AND I 11221512 Countrywide WMC P AND I 11221548 Countrywide WMC P AND I 11221551 Countrywide WMC P AND I 11221557 Countrywide WMC P AND I 11221559 Countrywide WMC P AND I 11221603 Countrywide WMC P AND I 11221605 Countrywide WMC P AND I 11221611 Countrywide WMC P AND I 11221647 Countrywide WMC P AND I 11221682 Countrywide WMC P AND I 11221683 Countrywide WMC P AND I 11221690 Countrywide WMC P AND I 11221700 Countrywide WMC P AND I 11221702 Countrywide WMC P AND I 11221706 Countrywide WMC P AND I 11221751 Countrywide WMC INTEREST ONLY 11221762 Countrywide WMC P AND I 11221767 Countrywide WMC INTEREST ONLY 11221768 Countrywide WMC P AND I 11221793 Countrywide WMC P AND I 11221797 Countrywide WMC P AND I 11221808 Countrywide WMC P AND I 11221810 Countrywide WMC INTEREST ONLY 11221811 Countrywide WMC P AND I 11221869 Countrywide WMC P AND I 11221875 Countrywide WMC P AND I 11221880 Countrywide WMC INTEREST ONLY 11221881 Countrywide WMC P AND I 11221884 Countrywide WMC INTEREST ONLY 11221897 Countrywide WMC P AND I 11221898 Countrywide WMC P AND I 11221921 Countrywide WMC P AND I 11221938 Countrywide WMC P AND I 11222012 Countrywide WMC P AND I 11222020 Countrywide WMC P AND I 11222028 Countrywide WMC P AND I 11222046 Countrywide WMC INTEREST ONLY 11222047 Countrywide WMC P AND I 11222076 Countrywide WMC INTEREST ONLY 11222078 Countrywide WMC P AND I 11222079 Countrywide WMC P AND I 11222091 Countrywide WMC INTEREST ONLY 11222092 Countrywide WMC P AND I 11222123 Countrywide WMC P AND I 11222169 Countrywide WMC P AND I 11222230 Countrywide WMC P AND I 11222386 Countrywide WMC P AND I 11222410 Countrywide WMC INTEREST ONLY 11222453 Countrywide WMC P AND I 11222527 Countrywide WMC P AND I 11222555 Countrywide WMC P AND I 11222557 Countrywide WMC P AND I 11222578 Countrywide WMC P AND I 11222579 Countrywide WMC P AND I 11222580 Countrywide WMC P AND I 11222590 Countrywide WMC P AND I 11222622 Countrywide WMC INTEREST ONLY 11222623 Countrywide WMC P AND I 11222646 Countrywide WMC P AND I 11222687 Countrywide WMC P AND I 11222729 Countrywide WMC P AND I 11222730 Countrywide WMC P AND I 11222733 Countrywide WMC P AND I 11222768 Countrywide WMC P AND I 11222807 Countrywide WMC INTEREST ONLY 11222834 Countrywide WMC INTEREST ONLY 11222835 Countrywide WMC P AND I 11222857 Countrywide WMC INTEREST ONLY 11222928 Countrywide WMC INTEREST ONLY 11222978 Countrywide WMC INTEREST ONLY 11222984 Countrywide WMC P AND I 11223033 Countrywide WMC INTEREST ONLY 11223037 Countrywide WMC P AND I 11223048 Countrywide WMC INTEREST ONLY 11223185 Countrywide WMC P AND I 11223204 Countrywide WMC P AND I 11223266 Countrywide WMC P AND I 11223295 Countrywide WMC P AND I 11223308 Countrywide WMC INTEREST ONLY 11223309 Countrywide WMC P AND I 11223313 Countrywide WMC INTEREST ONLY 11223321 Countrywide WMC P AND I 11223349 Countrywide WMC P AND I 11223358 Countrywide WMC INTEREST ONLY 11223443 Countrywide WMC P AND I 11223448 Countrywide WMC P AND I 11223484 Countrywide WMC P AND I 11223521 Countrywide WMC INTEREST ONLY 11223557 Countrywide WMC P AND I 11223611 Countrywide WMC P AND I 11223679 Countrywide WMC P AND I 11223714 Countrywide WMC INTEREST ONLY 11223715 Countrywide WMC P AND I 11223792 Countrywide WMC P AND I 11223793 Countrywide WMC P AND I 11223800 Countrywide WMC INTEREST ONLY 11223801 Countrywide WMC P AND I 11223802 Countrywide WMC P AND I 11223859 Countrywide WMC P AND I 11223861 Countrywide WMC P AND I 11223892 Countrywide WMC INTEREST ONLY 11223897 Countrywide WMC P AND I 11223978 Countrywide WMC P AND I 11223989 Countrywide WMC P AND I 11223990 Countrywide WMC P AND I 11223991 Countrywide WMC P AND I 11224043 Countrywide WMC P AND I 11224066 Countrywide WMC P AND I 11224123 Countrywide WMC P AND I 11224180 Countrywide WMC INTEREST ONLY 11224182 Countrywide WMC P AND I 11224219 Countrywide WMC INTEREST ONLY 11224220 Countrywide WMC P AND I 11224221 Countrywide WMC P AND I 11224264 Countrywide WMC P AND I 11224265 Countrywide WMC P AND I 11224308 Countrywide WMC P AND I 11224391 Countrywide WMC P AND I 11224395 Countrywide WMC P AND I 11224396 Countrywide WMC P AND I 11224398 Countrywide WMC P AND I 11224399 Countrywide WMC P AND I 11224413 Countrywide WMC P AND I 11224424 Countrywide WMC P AND I 11224442 Countrywide WMC P AND I 11224443 Countrywide WMC P AND I 11224473 Countrywide WMC P AND I 11224542 Countrywide WMC P AND I 11224543 Countrywide WMC P AND I 11224547 Countrywide WMC P AND I 11224548 Countrywide WMC INTEREST ONLY 11224559 Countrywide WMC P AND I 11224601 Countrywide WMC INTEREST ONLY 11224603 Countrywide WMC P AND I 11224646 Countrywide WMC P AND I 11224679 Countrywide WMC P AND I 11224750 Countrywide WMC P AND I 11224788 Countrywide WMC P AND I 11224792 Countrywide WMC P AND I 11224820 Countrywide WMC P AND I 11224821 Countrywide WMC P AND I 11224828 Countrywide WMC P AND I 11224848 Countrywide WMC P AND I 11224856 Countrywide WMC P AND I 11224878 Countrywide WMC P AND I 11224888 Countrywide WMC P AND I 11224890 Countrywide WMC P AND I 11224913 Countrywide WMC P AND I 11224932 Countrywide WMC P AND I 11224933 Countrywide WMC P AND I 11224963 Countrywide WMC P AND I 11224964 Countrywide WMC P AND I 11224995 Countrywide WMC P AND I 11225002 Countrywide WMC P AND I 11225089 Countrywide WMC P AND I 11225091 Countrywide WMC P AND I 11225196 Countrywide WMC INTEREST ONLY 11225254 Countrywide WMC P AND I 11225256 Countrywide WMC P AND I 11225257 Countrywide WMC P AND I 11225274 Countrywide WMC P AND I 11225374 Countrywide WMC P AND I 11225379 Countrywide WMC P AND I 11225385 Countrywide WMC P AND I 11225413 Countrywide WMC P AND I 11225423 Countrywide WMC P AND I 11225432 Countrywide WMC P AND I 11225452 Countrywide WMC P AND I 11225455 Countrywide WMC INTEREST ONLY 11225484 Countrywide WMC INTEREST ONLY 11225611 Countrywide WMC P AND I 11225651 Countrywide WMC INTEREST ONLY 11225652 Countrywide WMC P AND I 11225666 Countrywide WMC P AND I 11225675 Countrywide WMC P AND I 11225695 Countrywide WMC P AND I 11225719 Countrywide WMC P AND I 11225721 Countrywide WMC P AND I 11225722 Countrywide WMC P AND I 11225729 Countrywide WMC P AND I 11225739 Countrywide WMC INTEREST ONLY 11225742 Countrywide WMC P AND I 11225750 Countrywide WMC P AND I 11225825 Countrywide WMC P AND I 11225847 Countrywide WMC P AND I 11225848 Countrywide WMC P AND I 11225880 Countrywide WMC INTEREST ONLY 11225903 Countrywide WMC P AND I 11225962 Countrywide WMC P AND I 11225970 Countrywide WMC INTEREST ONLY 11225982 Countrywide WMC P AND I 11226073 Countrywide WMC INTEREST ONLY 11226075 Countrywide WMC P AND I 11226128 Countrywide WMC INTEREST ONLY 11226129 Countrywide WMC P AND I 11226180 Countrywide WMC INTEREST ONLY 11226182 Countrywide WMC P AND I 11226198 Countrywide WMC P AND I 11226199 Countrywide WMC P AND I 11226249 Countrywide WMC INTEREST ONLY 11226257 Countrywide WMC INTEREST ONLY 11226288 Countrywide WMC P AND I 11226296 Countrywide WMC P AND I 11226297 Countrywide WMC INTEREST ONLY 11226310 Countrywide WMC P AND I 11226311 Countrywide WMC P AND I 11226469 Countrywide WMC P AND I 11226490 Countrywide WMC P AND I 11226491 Countrywide WMC P AND I 11226536 Countrywide WMC P AND I 11226537 Countrywide WMC P AND I 11226545 Countrywide WMC P AND I 11226554 Countrywide WMC P AND I 11226572 Countrywide WMC P AND I 11226575 Countrywide WMC P AND I 11226586 Countrywide WMC P AND I 11226598 Countrywide WMC P AND I 11226690 Countrywide WMC INTEREST ONLY 11226697 Countrywide WMC P AND I 11226728 Countrywide WMC P AND I 11226782 Countrywide WMC P AND I 11226784 Countrywide WMC P AND I 11226790 Countrywide WMC P AND I 11226806 Countrywide WMC P AND I 11226835 Countrywide WMC P AND I 11226847 Countrywide WMC INTEREST ONLY 11226852 Countrywide WMC P AND I 11226857 Countrywide WMC P AND I 11226865 Countrywide WMC P AND I 11226929 Countrywide WMC INTEREST ONLY 11226944 Countrywide WMC P AND I 11226960 Countrywide WMC INTEREST ONLY 11227003 Countrywide WMC P AND I 11227013 Countrywide WMC P AND I 11227014 Countrywide WMC P AND I 11227027 Countrywide WMC P AND I 11227028 Countrywide WMC P AND I 11227053 Countrywide WMC P AND I 11227054 Countrywide WMC P AND I 11227076 Countrywide WMC P AND I 11227077 Countrywide WMC P AND I 11227099 Countrywide WMC P AND I 11227141 Countrywide WMC P AND I 11227142 Countrywide WMC P AND I 11227189 Countrywide WMC P AND I 11227191 Countrywide WMC P AND I 11227198 Countrywide WMC P AND I 11227230 Countrywide WMC INTEREST ONLY 11227233 Countrywide WMC P AND I 11227274 Countrywide WMC P AND I 11227275 Countrywide WMC P AND I 11227283 Countrywide WMC P AND I 11227289 Countrywide WMC P AND I 11227318 Countrywide WMC INTEREST ONLY 11227323 Countrywide WMC P AND I 11227367 Countrywide WMC P AND I 11227406 Countrywide WMC P AND I 11227445 Countrywide WMC INTEREST ONLY 11227517 Countrywide WMC P AND I 11227543 Countrywide WMC P AND I 11227555 Countrywide WMC INTEREST ONLY 11227564 Countrywide WMC P AND I 11227566 Countrywide WMC P AND I 11227568 Countrywide WMC P AND I 11227619 Countrywide WMC P AND I 11227626 Countrywide WMC P AND I 11227629 Countrywide WMC P AND I 11227632 Countrywide WMC P AND I 11227690 Countrywide WMC P AND I 11227750 Countrywide WMC INTEREST ONLY 11227752 Countrywide WMC P AND I 11227754 Countrywide WMC P AND I 11227755 Countrywide WMC P AND I 11227773 Countrywide WMC P AND I 11227839 Countrywide WMC P AND I 11227845 Countrywide WMC P AND I 11227878 Countrywide WMC P AND I 11227914 Countrywide WMC P AND I 11228009 Countrywide WMC P AND I 11228058 Countrywide WMC P AND I 11228062 Countrywide WMC P AND I 11228065 Countrywide WMC P AND I 11228066 Countrywide WMC P AND I 11228079 Countrywide WMC P AND I 11228091 Countrywide WMC P AND I 11228092 Countrywide WMC P AND I 11228093 Countrywide WMC P AND I 11228172 Countrywide WMC P AND I 11228174 Countrywide WMC P AND I 11228226 Countrywide WMC INTEREST ONLY 11228238 Countrywide WMC P AND I 11228257 Countrywide WMC P AND I 11228268 Countrywide WMC P AND I 11228269 Countrywide WMC P AND I 11228270 Countrywide WMC P AND I 11228275 Countrywide WMC P AND I 11228281 Countrywide WMC P AND I 11228319 Countrywide WMC P AND I 11228389 Countrywide WMC P AND I 11228462 Countrywide WMC P AND I 11228463 Countrywide WMC P AND I 11228477 Countrywide WMC P AND I 11228484 Countrywide WMC P AND I 11228485 Countrywide WMC INTEREST ONLY 11228489 Countrywide WMC P AND I 11228502 Countrywide WMC P AND I 11228539 Countrywide WMC P AND I 11228540 Countrywide WMC P AND I 11228541 Countrywide WMC P AND I 11228557 Countrywide WMC P AND I 11228558 Countrywide WMC INTEREST ONLY 11228559 Countrywide WMC P AND I 11228560 Countrywide WMC P AND I 11228566 Countrywide WMC P AND I 11228616 Countrywide WMC P AND I 11228621 Countrywide WMC P AND I 11228624 Countrywide WMC P AND I 11228653 Countrywide WMC P AND I 11228674 Countrywide WMC P AND I 11228675 Countrywide WMC P AND I 11228722 Countrywide WMC P AND I 11228731 Countrywide WMC P AND I 11228732 Countrywide WMC P AND I 11228757 Countrywide WMC P AND I 11228779 Countrywide WMC P AND I 11228803 Countrywide WMC P AND I 11228810 Countrywide WMC P AND I 11228812 Countrywide WMC P AND I 11228862 Countrywide WMC P AND I 11228876 Countrywide WMC P AND I 11228895 Countrywide WMC P AND I 11228919 Countrywide WMC P AND I 11228930 Countrywide WMC P AND I 11228932 Countrywide WMC P AND I 11228945 Countrywide WMC P AND I 11229049 Countrywide WMC P AND I 11229058 Countrywide WMC P AND I 11229077 Countrywide WMC P AND I 11229152 Countrywide WMC P AND I 11229154 Countrywide WMC P AND I 11229157 Countrywide WMC P AND I 11229210 Countrywide WMC INTEREST ONLY 11229211 Countrywide WMC P AND I 11229249 Countrywide WMC INTEREST ONLY 11229293 Countrywide WMC P AND I 11229320 Countrywide WMC INTEREST ONLY 11229321 Countrywide WMC P AND I 11229367 Countrywide WMC P AND I 11229368 Countrywide WMC P AND I 11229377 Countrywide WMC P AND I 11229381 Countrywide WMC P AND I 11229387 Countrywide WMC P AND I 11229450 Countrywide WMC P AND I 11229457 Countrywide WMC P AND I 11229461 Countrywide WMC P AND I 11229462 Countrywide WMC INTEREST ONLY 11229485 Countrywide WMC INTEREST ONLY 11229503 Countrywide WMC P AND I 11229504 Countrywide WMC P AND I 11229522 Countrywide WMC INTEREST ONLY 11229549 Countrywide WMC P AND I 11229551 Countrywide WMC P AND I 11229579 Countrywide WMC P AND I 11229595 Countrywide WMC P AND I 11229603 Countrywide WMC P AND I 11229666 Countrywide WMC P AND I 11229677 Countrywide WMC P AND I 11229683 Countrywide WMC P AND I 11229684 Countrywide WMC P AND I 11229798 Countrywide WMC P AND I 11229813 Countrywide WMC P AND I 11229829 Countrywide WMC INTEREST ONLY 11229857 Countrywide WMC P AND I 11229882 Countrywide WMC INTEREST ONLY 11229884 Countrywide WMC P AND I 11229886 Countrywide WMC P AND I 11229890 Countrywide WMC P AND I 11229902 Countrywide WMC P AND I 11229903 Countrywide WMC P AND I 11229913 Countrywide WMC P AND I 11229916 Countrywide WMC P AND I 11229921 Countrywide WMC P AND I 11229932 Countrywide WMC P AND I 11229946 Countrywide WMC INTEREST ONLY 11229947 Countrywide WMC P AND I 11229952 Countrywide WMC P AND I 11229974 Countrywide WMC P AND I 11229975 Countrywide WMC INTEREST ONLY 11229982 Countrywide WMC P AND I 11229989 Countrywide WMC INTEREST ONLY 11230029 Countrywide WMC P AND I 11230044 Countrywide WMC P AND I 11230081 Countrywide WMC P AND I 11230082 Countrywide WMC P AND I 11230090 Countrywide WMC P AND I 11230109 Countrywide WMC INTEREST ONLY 11230157 Countrywide WMC P AND I 11230161 Countrywide WMC INTEREST ONLY 11230179 Countrywide WMC P AND I 11230180 Countrywide WMC P AND I 11230185 Countrywide WMC P AND I 11230193 Countrywide WMC INTEREST ONLY 11230218 Countrywide WMC INTEREST ONLY 11230237 Countrywide WMC P AND I 11230241 Countrywide WMC INTEREST ONLY 11230242 Countrywide WMC P AND I 11230270 Countrywide WMC P AND I 11230271 Countrywide WMC P AND I 11230272 Countrywide WMC P AND I 11230335 Countrywide WMC P AND I 11230359 Countrywide WMC INTEREST ONLY 11230366 Countrywide WMC P AND I 11230377 Countrywide WMC P AND I 11230404 Countrywide WMC P AND I 11230414 Countrywide WMC INTEREST ONLY 11230416 Countrywide WMC P AND I 11230450 Countrywide WMC P AND I 11230464 Countrywide WMC P AND I 11230466 Countrywide WMC P AND I 11230475 Countrywide WMC INTEREST ONLY 11230478 Countrywide WMC P AND I 11230519 Countrywide WMC P AND I 11230520 Countrywide WMC P AND I 11230534 Countrywide WMC P AND I 11230559 Countrywide WMC P AND I 11230579 Countrywide WMC P AND I 11230607 Countrywide WMC P AND I 11230613 Countrywide WMC P AND I 11230614 Countrywide WMC P AND I 11230618 Countrywide WMC P AND I 11230620 Countrywide WMC P AND I 11230675 Countrywide WMC P AND I 11230678 Countrywide WMC P AND I 11230688 Countrywide WMC P AND I 11230697 Countrywide WMC P AND I 11230700 Countrywide WMC INTEREST ONLY 11230706 Countrywide WMC P AND I 11230707 Countrywide WMC P AND I 11230719 Countrywide WMC INTEREST ONLY 11230721 Countrywide WMC P AND I 11230724 Countrywide WMC P AND I 11230750 Countrywide WMC P AND I 11230765 Countrywide WMC P AND I 11230789 Countrywide WMC INTEREST ONLY 11230790 Countrywide WMC P AND I 11230803 Countrywide WMC P AND I 11230805 Countrywide WMC P AND I 11230835 Countrywide WMC P AND I 11230836 Countrywide WMC P AND I 11230859 Countrywide WMC P AND I 11230863 Countrywide WMC P AND I 11230897 Countrywide WMC P AND I 11230898 Countrywide WMC P AND I 11230911 Countrywide WMC INTEREST ONLY 11230923 Countrywide WMC P AND I 11230962 Countrywide WMC P AND I 11230963 Countrywide WMC P AND I 11230973 Countrywide WMC P AND I 11231006 Countrywide WMC INTEREST ONLY 11231010 Countrywide WMC P AND I 11231030 Countrywide WMC P AND I 11231038 Countrywide WMC P AND I 11231057 Countrywide WMC P AND I 11231109 Countrywide WMC P AND I 11231129 Countrywide WMC INTEREST ONLY 11231131 Countrywide WMC P AND I 11231169 Countrywide WMC P AND I 11231179 Countrywide WMC P AND I 11231211 Countrywide WMC P AND I 11231241 Countrywide WMC P AND I 11231242 Countrywide WMC P AND I 11231243 Countrywide WMC P AND I 11231249 Countrywide WMC P AND I 11231259 Countrywide WMC P AND I 11231277 Countrywide WMC P AND I 11231314 Countrywide WMC P AND I 11231317 Countrywide WMC P AND I 11231352 Countrywide WMC INTEREST ONLY 11231357 Countrywide WMC P AND I 11231403 Countrywide WMC INTEREST ONLY 11231407 Countrywide WMC INTEREST ONLY 11231408 Countrywide WMC P AND I 11231419 Countrywide WMC P AND I 11231421 Countrywide WMC P AND I 11231474 Countrywide WMC P AND I 11231476 Countrywide WMC INTEREST ONLY 11231491 Countrywide WMC P AND I 11231494 Countrywide WMC P AND I 11231508 Countrywide WMC P AND I 11231514 Countrywide WMC P AND I 11231524 Countrywide WMC P AND I 11231530 Countrywide WMC P AND I 11231534 Countrywide WMC P AND I 11231536 Countrywide WMC P AND I 11231617 Countrywide WMC INTEREST ONLY 11231636 Countrywide WMC P AND I 11231637 Countrywide WMC P AND I 11231642 Countrywide WMC INTEREST ONLY 11231644 Countrywide WMC P AND I 11231649 Countrywide WMC P AND I 11231677 Countrywide WMC P AND I 11231678 Countrywide WMC P AND I 11231687 Countrywide WMC P AND I 11231758 Countrywide WMC P AND I 11231788 Countrywide WMC INTEREST ONLY 11231801 Countrywide WMC P AND I 11231808 Countrywide WMC P AND I 11231811 Countrywide WMC P AND I 11231812 Countrywide WMC P AND I 11231813 Countrywide WMC P AND I 11231823 Countrywide WMC P AND I 11231824 Countrywide WMC P AND I 11231827 Countrywide WMC P AND I 11231834 Countrywide WMC P AND I 11231835 Countrywide WMC P AND I 11231854 Countrywide WMC P AND I 11231891 Countrywide WMC INTEREST ONLY 11231894 Countrywide WMC P AND I 11231899 Countrywide WMC INTEREST ONLY 11231908 Countrywide WMC P AND I 11231911 Countrywide WMC P AND I 11231938 Countrywide WMC INTEREST ONLY 11231939 Countrywide WMC P AND I 11231945 Countrywide WMC P AND I 11231958 Countrywide WMC P AND I 11231964 Countrywide WMC INTEREST ONLY 11231966 Countrywide WMC P AND I 11231985 Countrywide WMC P AND I 11231986 Countrywide WMC P AND I 11231992 Countrywide WMC P AND I 11232004 Countrywide WMC INTEREST ONLY 11232013 Countrywide WMC P AND I 11232059 Countrywide WMC P AND I 11232072 Countrywide WMC INTEREST ONLY 11232076 Countrywide WMC P AND I 11232129 Countrywide WMC P AND I 11232160 Countrywide WMC P AND I 11232170 Countrywide WMC P AND I 11232177 Countrywide WMC INTEREST ONLY 11232178 Countrywide WMC P AND I 11232246 Countrywide WMC P AND I 11232257 Countrywide WMC P AND I 11232267 Countrywide WMC INTEREST ONLY 11232271 Countrywide WMC P AND I 11232275 Countrywide WMC P AND I 11232290 Countrywide WMC P AND I 11232297 Countrywide WMC P AND I 11232303 Countrywide WMC P AND I 11232317 Countrywide WMC P AND I 11232322 Countrywide WMC INTEREST ONLY 11232324 Countrywide WMC P AND I 11232332 Countrywide WMC P AND I 11232333 Countrywide WMC P AND I 11232340 Countrywide WMC P AND I 11232379 Countrywide WMC P AND I 11232401 Countrywide WMC P AND I 11232402 Countrywide WMC INTEREST ONLY 11232411 Countrywide WMC P AND I 11232417 Countrywide WMC P AND I 11232421 Countrywide WMC P AND I 11232424 Countrywide WMC P AND I 11232426 Countrywide WMC P AND I 11232433 Countrywide WMC P AND I 11232455 Countrywide WMC P AND I 11232456 Countrywide WMC P AND I 11232506 Countrywide WMC P AND I 11232511 Countrywide WMC P AND I 11232577 Countrywide WMC P AND I 11232583 Countrywide WMC P AND I 11232591 Countrywide WMC P AND I 11232617 Countrywide WMC P AND I 11232625 Countrywide WMC INTEREST ONLY 11232665 Countrywide WMC P AND I 11232675 Countrywide WMC P AND I 11232677 Countrywide WMC P AND I 11232682 Countrywide WMC P AND I 11232683 Countrywide WMC P AND I 11232706 Countrywide WMC INTEREST ONLY 11232712 Countrywide WMC P AND I 11232717 Countrywide WMC P AND I 11232722 Countrywide WMC P AND I 11232756 Countrywide WMC P AND I 11232779 Countrywide WMC P AND I 11232782 Countrywide WMC P AND I 11232808 Countrywide WMC INTEREST ONLY 11232812 Countrywide WMC P AND I 11232834 Countrywide WMC P AND I 11232846 Countrywide WMC P AND I 11232851 Countrywide WMC P AND I 11232875 Countrywide WMC P AND I 11232877 Countrywide WMC INTEREST ONLY 11232880 Countrywide WMC P AND I 11232883 Countrywide WMC INTEREST ONLY 11232884 Countrywide WMC P AND I 11232889 Countrywide WMC P AND I 11232890 Countrywide WMC P AND I 11232931 Countrywide WMC P AND I 11232932 Countrywide WMC P AND I 11232942 Countrywide WMC P AND I 11232960 Countrywide WMC P AND I 11232961 Countrywide WMC P AND I 11232967 Countrywide WMC P AND I 11232968 Countrywide WMC P AND I 11233003 Countrywide WMC P AND I 11233009 Countrywide WMC P AND I 11233011 Countrywide WMC P AND I 11233118 Countrywide WMC P AND I 11233126 Countrywide WMC P AND I 11233146 Countrywide WMC P AND I 11233148 Countrywide WMC P AND I 11233155 Countrywide WMC P AND I 11233218 Countrywide WMC P AND I 11233241 Countrywide WMC P AND I 11233242 Countrywide WMC P AND I 11233248 Countrywide WMC P AND I 11233259 Countrywide WMC P AND I 11233260 Countrywide WMC P AND I 11233275 Countrywide WMC P AND I 11233321 Countrywide WMC P AND I 11233326 Countrywide WMC P AND I 11233335 Countrywide WMC INTEREST ONLY 11233344 Countrywide WMC P AND I 11233345 Countrywide WMC P AND I 11233346 Countrywide WMC P AND I 11233355 Countrywide WMC P AND I 11233363 Countrywide WMC P AND I 11233365 Countrywide WMC P AND I 11233393 Countrywide WMC P AND I 11233449 Countrywide WMC P AND I 11233452 Countrywide WMC INTEREST ONLY 11233454 Countrywide WMC INTEREST ONLY 11233480 Countrywide WMC P AND I 11233484 Countrywide WMC INTEREST ONLY 11233496 Countrywide WMC P AND I 11233499 Countrywide WMC P AND I 11233505 Countrywide WMC P AND I 11233535 Countrywide WMC INTEREST ONLY 11233573 Countrywide WMC P AND I 11233589 Countrywide WMC P AND I 11233612 Countrywide WMC P AND I 11233626 Countrywide WMC P AND I 11233630 Countrywide WMC P AND I 11233631 Countrywide WMC P AND I 11233655 Countrywide WMC P AND I 11233656 Countrywide WMC INTEREST ONLY 11233680 Countrywide WMC P AND I 11233698 Countrywide WMC P AND I 11233704 Countrywide WMC P AND I 11233744 Countrywide WMC INTEREST ONLY 11233745 Countrywide WMC P AND I 11233747 Countrywide WMC P AND I 11233752 Countrywide WMC P AND I 11233753 Countrywide WMC P AND I 11233755 Countrywide WMC P AND I 11233764 Countrywide WMC INTEREST ONLY 11233808 Countrywide WMC P AND I 11233810 Countrywide WMC P AND I 11233842 Countrywide WMC P AND I 11233857 Countrywide WMC P AND I 11233871 Countrywide WMC P AND I 11233875 Countrywide WMC P AND I 11233911 Countrywide WMC P AND I 11233920 Countrywide WMC P AND I 11233921 Countrywide WMC P AND I 11233988 Countrywide WMC P AND I 11234000 Countrywide WMC P AND I 11234003 Countrywide WMC INTEREST ONLY 11234029 Countrywide WMC P AND I 11234044 Countrywide WMC P AND I 11234052 Countrywide WMC P AND I 11234092 Countrywide WMC P AND I 11234096 Countrywide WMC P AND I 11234108 Countrywide WMC INTEREST ONLY 11234112 Countrywide WMC P AND I 11234170 Countrywide WMC P AND I 11234177 Countrywide WMC P AND I 11234178 Countrywide WMC P AND I 11234181 Countrywide WMC P AND I 11234182 Countrywide WMC P AND I 11234212 Countrywide WMC P AND I 11234213 Countrywide WMC P AND I 11234223 Countrywide WMC P AND I 11234224 Countrywide WMC P AND I 11234225 Countrywide WMC P AND I 11234227 Countrywide WMC P AND I 11234255 Countrywide WMC P AND I 11234262 Countrywide WMC P AND I 11234263 Countrywide WMC P AND I 11234275 Countrywide WMC P AND I 11234285 Countrywide WMC P AND I 11234301 Countrywide WMC P AND I 11234304 Countrywide WMC P AND I 11234334 Countrywide WMC P AND I 11234357 Countrywide WMC P AND I 11234373 Countrywide WMC P AND I 11234389 Countrywide WMC P AND I 11234427 Countrywide WMC P AND I 11234445 Countrywide WMC P AND I 11234493 Countrywide WMC P AND I 11234496 Countrywide WMC P AND I 11234502 Countrywide WMC P AND I 11234516 Countrywide WMC P AND I 11234534 Countrywide WMC INTEREST ONLY 11234535 Countrywide WMC P AND I 11234539 Countrywide WMC P AND I 11234544 Countrywide WMC P AND I 11234546 Countrywide WMC INTEREST ONLY 11234547 Countrywide WMC P AND I 11234567 Countrywide WMC INTEREST ONLY 11234568 Countrywide WMC P AND I 11234582 Countrywide WMC P AND I 11234602 Countrywide WMC P AND I 11234606 Countrywide WMC P AND I 11234619 Countrywide WMC P AND I 11234626 Countrywide WMC INTEREST ONLY 11234627 Countrywide WMC P AND I 11234679 Countrywide WMC P AND I 11234685 Countrywide WMC P AND I 11234711 Countrywide WMC P AND I 11234712 Countrywide WMC P AND I 11234728 Countrywide WMC P AND I 11234734 Countrywide WMC P AND I 11234735 Countrywide WMC INTEREST ONLY 11234749 Countrywide WMC P AND I 11234750 Countrywide WMC P AND I 11234752 Countrywide WMC P AND I 11234799 Countrywide WMC P AND I 11234825 Countrywide WMC P AND I 11234827 Countrywide WMC P AND I 11234828 Countrywide WMC P AND I 11234858 Countrywide WMC INTEREST ONLY 11234861 Countrywide WMC P AND I 11234864 Countrywide WMC P AND I 11234870 Countrywide WMC P AND I 11234889 Countrywide WMC INTEREST ONLY 11234909 Countrywide WMC P AND I 11234913 Countrywide WMC P AND I 11234932 Countrywide WMC P AND I 11234934 Countrywide WMC P AND I 11234956 Countrywide WMC P AND I 11234958 Countrywide WMC P AND I 11234964 Countrywide WMC P AND I 11234965 Countrywide WMC P AND I 11234971 Countrywide WMC INTEREST ONLY 11234975 Countrywide WMC P AND I 11235003 Countrywide WMC P AND I 11235036 Countrywide WMC P AND I 11235098 Countrywide WMC P AND I 11235123 Countrywide WMC P AND I 11235144 Countrywide WMC P AND I 11235145 Countrywide WMC P AND I 11235185 Countrywide WMC INTEREST ONLY 11235307 Countrywide WMC P AND I 11235309 Countrywide WMC P AND I 11235314 Countrywide WMC P AND I 11235333 Countrywide WMC INTEREST ONLY 11235372 Countrywide WMC P AND I 11235430 Countrywide WMC INTEREST ONLY 11235431 Countrywide WMC P AND I 11235438 Countrywide WMC P AND I 11235439 Countrywide WMC P AND I 11235447 Countrywide WMC P AND I 11235485 Countrywide WMC P AND I 11235515 Countrywide WMC P AND I 11235541 Countrywide WMC INTEREST ONLY 11235550 Countrywide WMC P AND I 11235551 Countrywide WMC P AND I 11235572 Countrywide WMC P AND I 11235603 Countrywide WMC INTEREST ONLY 11235604 Countrywide WMC P AND I 11235605 Countrywide WMC P AND I 11235606 Countrywide WMC P AND I 11235614 Countrywide WMC P AND I 11235615 Countrywide WMC P AND I 11235642 Countrywide WMC INTEREST ONLY 11235643 Countrywide WMC P AND I 11235648 Countrywide WMC P AND I 11235673 Countrywide WMC P AND I 11235679 Countrywide WMC P AND I 11235680 Countrywide WMC P AND I 11235692 Countrywide WMC P AND I 11235696 Countrywide WMC P AND I 11235700 Countrywide WMC P AND I 11235705 Countrywide WMC P AND I 11235768 Countrywide WMC P AND I 11235771 Countrywide WMC P AND I 11235774 Countrywide WMC P AND I 11235775 Countrywide WMC P AND I 11235777 Countrywide WMC P AND I 11235779 Countrywide WMC INTEREST ONLY 11235786 Countrywide WMC P AND I 11235787 Countrywide WMC P AND I 11235792 Countrywide WMC P AND I 11235838 Countrywide WMC P AND I 11235864 Countrywide WMC INTEREST ONLY 11235870 Countrywide WMC P AND I 11235871 Countrywide WMC P AND I 11235940 Countrywide WMC P AND I 11235943 Countrywide WMC P AND I 11235950 Countrywide WMC P AND I 11235951 Countrywide WMC P AND I 11235967 Countrywide WMC P AND I 11235969 Countrywide WMC P AND I 11235980 Countrywide WMC INTEREST ONLY 11236018 Countrywide WMC P AND I 11236022 Countrywide WMC INTEREST ONLY 11236023 Countrywide WMC P AND I 11236024 Countrywide WMC P AND I 11236054 Countrywide WMC P AND I 11236074 Countrywide WMC INTEREST ONLY 11236075 Countrywide WMC P AND I 11236105 Countrywide WMC INTEREST ONLY 11236106 Countrywide WMC P AND I 11236110 Countrywide WMC P AND I 11236112 Countrywide WMC P AND I 11236128 Countrywide WMC P AND I 11236129 Countrywide WMC P AND I 11236147 Countrywide WMC P AND I 11236153 Countrywide WMC P AND I 11236167 Countrywide WMC INTEREST ONLY 11236190 Countrywide WMC P AND I 11236223 Countrywide WMC P AND I 11236240 Countrywide WMC P AND I 11236246 Countrywide WMC P AND I 11236316 Countrywide WMC P AND I 11236325 Countrywide WMC P AND I 11236348 Countrywide WMC P AND I 11236357 Countrywide WMC P AND I 11236371 Countrywide WMC P AND I 11236372 Countrywide WMC P AND I 11236398 Countrywide WMC INTEREST ONLY 11236400 Countrywide WMC P AND I 11236410 Countrywide WMC P AND I 11236413 Countrywide WMC P AND I 11236415 Countrywide WMC P AND I 11236443 Countrywide WMC P AND I 11236444 Countrywide WMC P AND I 11236507 Countrywide WMC INTEREST ONLY 11236560 Countrywide WMC P AND I 11236561 Countrywide WMC P AND I 11236565 Countrywide WMC INTEREST ONLY 11236570 Countrywide WMC P AND I 11236577 Countrywide WMC P AND I 11236650 Countrywide WMC P AND I 11236658 Countrywide WMC INTEREST ONLY 11236662 Countrywide WMC P AND I 11236663 Countrywide WMC P AND I 11236664 Countrywide WMC P AND I 11236671 Countrywide WMC INTEREST ONLY 11236673 Countrywide WMC P AND I 11236700 Countrywide WMC P AND I 11236701 Countrywide WMC P AND I 11236729 Countrywide WMC P AND I 11236730 Countrywide WMC P AND I 11236757 Countrywide WMC P AND I 11236759 Countrywide WMC P AND I 11236761 Countrywide WMC P AND I 11236768 Countrywide WMC P AND I 11236814 Countrywide WMC P AND I 11236827 Countrywide WMC P AND I 11236829 Countrywide WMC INTEREST ONLY 11236855 Countrywide WMC P AND I 11236880 Countrywide WMC P AND I 11236922 Countrywide WMC P AND I 11236923 Countrywide WMC P AND I 11236929 Countrywide WMC INTEREST ONLY 11236949 Countrywide WMC INTEREST ONLY 11236959 Countrywide WMC P AND I 11236962 Countrywide WMC P AND I 11236991 Countrywide WMC P AND I 11237017 Countrywide WMC P AND I 11237032 Countrywide WMC P AND I 11237034 Countrywide WMC P AND I 11237065 Countrywide WMC P AND I 11237066 Countrywide WMC P AND I 11237081 Countrywide WMC P AND I 11237093 Countrywide WMC P AND I 11237140 Countrywide WMC INTEREST ONLY 11237216 Countrywide WMC INTEREST ONLY 11237254 Countrywide WMC P AND I 11237256 Countrywide WMC INTEREST ONLY 11237263 Countrywide WMC P AND I 11237276 Countrywide WMC P AND I 11237321 Countrywide WMC P AND I 11237425 Countrywide WMC P AND I 11237426 Countrywide WMC P AND I 11237451 Countrywide WMC P AND I 11237454 Countrywide WMC P AND I 11237481 Countrywide WMC P AND I 11237495 Countrywide WMC P AND I 11237515 Countrywide WMC P AND I 11237518 Countrywide WMC P AND I 11237525 Countrywide WMC P AND I 11237542 Countrywide WMC P AND I 11237593 Countrywide WMC P AND I 11237594 Countrywide WMC P AND I 11237606 Countrywide WMC P AND I 11237647 Countrywide WMC P AND I 11237712 Countrywide WMC P AND I 11237727 Countrywide WMC P AND I 11237728 Countrywide WMC P AND I 11237736 Countrywide WMC INTEREST ONLY 11237854 Countrywide WMC P AND I 11237861 Countrywide WMC P AND I 11237862 Countrywide WMC P AND I 11237871 Countrywide WMC P AND I 11237878 Countrywide WMC P AND I 11237920 Countrywide WMC INTEREST ONLY 11237933 Countrywide WMC P AND I 11237937 Countrywide WMC P AND I 11237942 Countrywide WMC P AND I 11237950 Countrywide WMC P AND I 11237952 Countrywide WMC P AND I 11237984 Countrywide WMC P AND I 11237996 Countrywide WMC P AND I 11238001 Countrywide WMC P AND I 11238005 Countrywide WMC P AND I 11238006 Countrywide WMC P AND I 11238047 Countrywide WMC INTEREST ONLY 11238053 Countrywide WMC INTEREST ONLY 11238059 Countrywide WMC P AND I 11238065 Countrywide WMC P AND I 11238067 Countrywide WMC P AND I 11238170 Countrywide WMC P AND I 11238184 Countrywide WMC P AND I 11238198 Countrywide WMC P AND I 11238237 Countrywide WMC P AND I 11238238 Countrywide WMC P AND I 11238239 Countrywide WMC P AND I 11238269 Countrywide WMC P AND I 11238290 Countrywide WMC P AND I 11238304 Countrywide WMC P AND I 11238308 Countrywide WMC P AND I 11238309 Countrywide WMC P AND I 11238324 Countrywide WMC P AND I 11238325 Countrywide WMC P AND I 11238330 Countrywide WMC P AND I 11238332 Countrywide WMC P AND I 11238355 Countrywide WMC P AND I 11238359 Countrywide WMC P AND I 11238362 Countrywide WMC P AND I 11238364 Countrywide WMC P AND I 11238378 Countrywide WMC P AND I 11238423 Countrywide WMC P AND I 11238431 Countrywide WMC INTEREST ONLY 11238447 Countrywide WMC P AND I 11238448 Countrywide WMC P AND I 11238482 Countrywide WMC P AND I 11238485 Countrywide WMC P AND I 11238505 Countrywide WMC P AND I 11238518 Countrywide WMC P AND I 11238526 Countrywide WMC P AND I 11238529 Countrywide WMC P AND I 11238561 Countrywide WMC P AND I 11238562 Countrywide WMC P AND I 11238684 Countrywide WMC P AND I 11238685 Countrywide WMC P AND I 11238687 Countrywide WMC P AND I 11238690 Countrywide WMC P AND I 11238709 Countrywide WMC P AND I 11238717 Countrywide WMC P AND I 11238719 Countrywide WMC P AND I 11238724 Countrywide WMC P AND I 11238742 Countrywide WMC P AND I 11238746 Countrywide WMC INTEREST ONLY 11238748 Countrywide WMC P AND I 11238754 Countrywide WMC P AND I 11238771 Countrywide WMC P AND I 11238772 Countrywide WMC P AND I 11238839 Countrywide WMC P AND I 11238843 Countrywide WMC P AND I 11238844 Countrywide WMC P AND I 11238875 Countrywide WMC P AND I 11238887 Countrywide WMC P AND I 11238888 Countrywide WMC P AND I 11238896 Countrywide WMC P AND I 11238897 Countrywide WMC P AND I 11238919 Countrywide WMC P AND I 11238920 Countrywide WMC P AND I 11238951 Countrywide WMC P AND I 11238964 Countrywide WMC P AND I 11238965 Countrywide WMC P AND I 11238982 Countrywide WMC INTEREST ONLY 11238986 Countrywide WMC P AND I 11238996 Countrywide WMC P AND I 11238997 Countrywide WMC INTEREST ONLY 11239008 Countrywide WMC P AND I 11239009 Countrywide WMC P AND I 11239012 Countrywide WMC P AND I 11239066 Countrywide WMC P AND I 11239068 Countrywide WMC P AND I 11239074 Countrywide WMC P AND I 11239075 Countrywide WMC P AND I 11239103 Countrywide WMC INTEREST ONLY 11239106 Countrywide WMC P AND I 11239133 Countrywide WMC P AND I 11239134 Countrywide WMC P AND I 11239136 Countrywide WMC P AND I 11239137 Countrywide WMC P AND I 11239139 Countrywide WMC INTEREST ONLY 11239159 Countrywide WMC P AND I 11239166 Countrywide WMC P AND I 11239193 Countrywide WMC P AND I 11239206 Countrywide WMC P AND I 11239234 Countrywide WMC P AND I 11239236 Countrywide WMC P AND I 11239254 Countrywide WMC INTEREST ONLY 11239255 Countrywide WMC P AND I 11239271 Countrywide WMC P AND I 11239274 Countrywide WMC P AND I 11239284 Countrywide WMC INTEREST ONLY 11239288 Countrywide WMC INTEREST ONLY 11239290 Countrywide WMC P AND I 11239292 Countrywide WMC P AND I 11239309 Countrywide WMC INTEREST ONLY 11239322 Countrywide WMC P AND I 11239325 Countrywide WMC P AND I 11239326 Countrywide WMC P AND I 11239329 Countrywide WMC P AND I 11239330 Countrywide WMC INTEREST ONLY 11239332 Countrywide WMC P AND I 11239427 Countrywide WMC P AND I 11239428 Countrywide WMC P AND I 11239433 Countrywide WMC P AND I 11239457 Countrywide WMC P AND I 11239467 Countrywide WMC P AND I 11239488 Countrywide WMC P AND I 11239605 Countrywide WMC P AND I 11239614 Countrywide WMC P AND I 11239615 Countrywide WMC P AND I 11239627 Countrywide WMC P AND I 11239628 Countrywide WMC INTEREST ONLY 11239630 Countrywide WMC P AND I 11239632 Countrywide WMC P AND I 11239638 Countrywide WMC INTEREST ONLY 11239702 Countrywide WMC P AND I 11239703 Countrywide WMC P AND I 11239714 Countrywide WMC P AND I 11239715 Countrywide WMC P AND I 11239734 Countrywide WMC INTEREST ONLY 11239735 Countrywide WMC P AND I 11239761 Countrywide WMC P AND I 11239767 Countrywide WMC P AND I 11239806 Countrywide WMC P AND I 11239807 Countrywide WMC P AND I 11239811 Countrywide WMC P AND I 11239812 Countrywide WMC P AND I 11239815 Countrywide WMC INTEREST ONLY 11239816 Countrywide WMC P AND I 11239829 Countrywide WMC P AND I 11239871 Countrywide WMC P AND I 11239873 Countrywide WMC P AND I 11239887 Countrywide WMC P AND I 11239900 Countrywide WMC P AND I 11239902 Countrywide WMC P AND I 11239922 Countrywide WMC INTEREST ONLY 11239955 Countrywide WMC P AND I 11239969 Countrywide WMC P AND I 11239991 Countrywide WMC P AND I 11239992 Countrywide WMC P AND I 11240015 Countrywide WMC INTEREST ONLY 11240024 Countrywide WMC P AND I 11240025 Countrywide WMC P AND I 11240028 Countrywide WMC P AND I 11240090 Countrywide WMC P AND I 11240094 Countrywide WMC P AND I 11240157 Countrywide WMC P AND I 11240161 Countrywide WMC P AND I 11240237 Countrywide WMC P AND I 11240243 Countrywide WMC P AND I 11240245 Countrywide WMC P AND I 11240246 Countrywide WMC P AND I 11240275 Countrywide WMC P AND I 11240276 Countrywide WMC P AND I 11240277 Countrywide WMC P AND I 11240310 Countrywide WMC P AND I 11240320 Countrywide WMC P AND I 11240323 Countrywide WMC P AND I 11240383 Countrywide WMC INTEREST ONLY 11240411 Countrywide WMC P AND I 11240432 Countrywide WMC P AND I 11240460 Countrywide WMC P AND I 11240461 Countrywide WMC P AND I 11240471 Countrywide WMC INTEREST ONLY 11240472 Countrywide WMC P AND I 11240493 Countrywide WMC P AND I 11240494 Countrywide WMC P AND I 11240502 Countrywide WMC P AND I 11240504 Countrywide WMC P AND I 11240552 Countrywide WMC P AND I 11240556 Countrywide WMC P AND I 11240557 Countrywide WMC P AND I 11240558 Countrywide WMC P AND I 11240559 Countrywide WMC P AND I 11240580 Countrywide WMC P AND I 11240583 Countrywide WMC INTEREST ONLY 11240585 Countrywide WMC P AND I 11240589 Countrywide WMC P AND I 11240591 Countrywide WMC P AND I 11240602 Countrywide WMC P AND I 11240605 Countrywide WMC P AND I 11240654 Countrywide WMC P AND I 11240672 Countrywide WMC INTEREST ONLY 11240678 Countrywide WMC P AND I 11240695 Countrywide WMC P AND I 11240706 Countrywide WMC INTEREST ONLY 11240707 Countrywide WMC P AND I 11240737 Countrywide WMC INTEREST ONLY 11240782 Countrywide WMC P AND I 11240792 Countrywide WMC P AND I 11240793 Countrywide WMC P AND I 11240796 Countrywide WMC P AND I 11240800 Countrywide WMC P AND I 11240806 Countrywide WMC INTEREST ONLY 11240807 Countrywide WMC P AND I 11240835 Countrywide WMC P AND I 11240836 Countrywide WMC P AND I 11240922 Countrywide WMC P AND I 11240929 Countrywide WMC P AND I 11240937 Countrywide WMC P AND I 11240943 Countrywide WMC P AND I 11240944 Countrywide WMC P AND I 11240970 Countrywide WMC INTEREST ONLY 11241029 Countrywide WMC INTEREST ONLY 11241032 Countrywide WMC P AND I 11241035 Countrywide WMC P AND I 11241036 Countrywide WMC P AND I 11241038 Countrywide WMC P AND I 11241043 Countrywide WMC P AND I 11241044 Countrywide WMC P AND I 11241047 Countrywide WMC P AND I 11241048 Countrywide WMC P AND I 11241054 Countrywide WMC P AND I 11241075 Countrywide WMC P AND I 11241079 Countrywide WMC P AND I 11241089 Countrywide WMC P AND I 11241093 Countrywide WMC P AND I 11241095 Countrywide WMC P AND I 11241096 Countrywide WMC P AND I 11241097 Countrywide WMC P AND I 11241136 Countrywide WMC INTEREST ONLY 11241145 Countrywide WMC P AND I 11241146 Countrywide WMC P AND I 11241149 Countrywide WMC P AND I 11241155 Countrywide WMC P AND I 11241179 Countrywide WMC P AND I 11241180 Countrywide WMC P AND I 11241195 Countrywide WMC P AND I 11241197 Countrywide WMC P AND I 11241201 Countrywide WMC P AND I 11241202 Countrywide WMC P AND I 11241220 Countrywide WMC P AND I 11241222 Countrywide WMC P AND I 11241223 Countrywide WMC P AND I 11241227 Countrywide WMC P AND I 11241294 Countrywide WMC P AND I 11241299 Countrywide WMC P AND I 11241300 Countrywide WMC P AND I 11241301 Countrywide WMC INTEREST ONLY 11241302 Countrywide WMC P AND I 11241310 Countrywide WMC P AND I 11241347 Countrywide WMC INTEREST ONLY 11241350 Countrywide WMC P AND I 11241365 Countrywide WMC P AND I 11241376 Countrywide WMC P AND I 11241377 Countrywide WMC P AND I 11241388 Countrywide WMC P AND I 11241389 Countrywide WMC P AND I 11241395 Countrywide WMC P AND I 11241397 Countrywide WMC P AND I 11241410 Countrywide WMC P AND I 11241415 Countrywide WMC P AND I 11241422 Countrywide WMC P AND I 11241468 Countrywide WMC P AND I 11241486 Countrywide WMC P AND I 11241488 Countrywide WMC P AND I 11241489 Countrywide WMC P AND I 11241511 Countrywide WMC P AND I 11241513 Countrywide WMC P AND I 11241517 Countrywide WMC P AND I 11241518 Countrywide WMC P AND I 11241548 Countrywide WMC P AND I 11241551 Countrywide WMC P AND I 11241573 Countrywide WMC P AND I 11241586 Countrywide WMC P AND I 11241587 Countrywide WMC P AND I 11241594 Countrywide WMC P AND I 11241599 Countrywide WMC P AND I 11241659 Countrywide WMC P AND I 11241670 Countrywide WMC P AND I 11241686 Countrywide WMC P AND I 11241745 Countrywide WMC P AND I 11241839 Countrywide WMC INTEREST ONLY 11241843 Countrywide WMC P AND I 11241881 Countrywide WMC P AND I 11241882 Countrywide WMC P AND I 11241915 Countrywide WMC P AND I 11241925 Countrywide WMC P AND I 11241928 Countrywide WMC INTEREST ONLY 11241937 Countrywide WMC P AND I 11241944 Countrywide WMC P AND I 11241945 Countrywide WMC P AND I 11241972 Countrywide WMC P AND I 11241991 Countrywide WMC P AND I 11241993 Countrywide WMC P AND I 11242045 Countrywide WMC P AND I 11242060 Countrywide WMC P AND I 11242068 Countrywide WMC P AND I 11242092 Countrywide WMC P AND I 11242105 Countrywide WMC INTEREST ONLY 11242181 Countrywide WMC P AND I 11242195 Countrywide WMC P AND I 11242210 Countrywide WMC P AND I 11242232 Countrywide WMC P AND I 11242243 Countrywide WMC INTEREST ONLY 11242259 Countrywide WMC P AND I 11242270 Countrywide WMC P AND I 11242271 Countrywide WMC P AND I 11242277 Countrywide WMC P AND I 11242278 Countrywide WMC INTEREST ONLY 11242281 Countrywide WMC P AND I 11242285 Countrywide WMC P AND I 11242292 Countrywide WMC P AND I 11242295 Countrywide WMC P AND I 11242300 Countrywide WMC P AND I 11242318 Countrywide WMC P AND I 11242319 Countrywide WMC P AND I 11242328 Countrywide WMC P AND I 11242329 Countrywide WMC P AND I 11242336 Countrywide WMC P AND I 11242371 Countrywide WMC P AND I 11242375 Countrywide WMC P AND I 11242417 Countrywide WMC P AND I 11242432 Countrywide WMC P AND I 11242439 Countrywide WMC INTEREST ONLY 11242447 Countrywide WMC P AND I 11242454 Countrywide WMC P AND I 11242455 Countrywide WMC P AND I 11242459 Countrywide WMC P AND I 11242477 Countrywide WMC P AND I 11242484 Countrywide WMC P AND I 11242520 Countrywide WMC P AND I 11242521 Countrywide WMC P AND I 11242522 Countrywide WMC P AND I 11242524 Countrywide WMC P AND I 11242534 Countrywide WMC P AND I 11242540 Countrywide WMC P AND I 11242541 Countrywide WMC P AND I 11242542 Countrywide WMC P AND I 11242584 Countrywide WMC P AND I 11242585 Countrywide WMC P AND I 11242616 Countrywide WMC P AND I 11242635 Countrywide WMC P AND I 11242636 Countrywide WMC P AND I 11242638 Countrywide WMC P AND I 11242644 Countrywide WMC P AND I 11242649 Countrywide WMC P AND I 11242653 Countrywide WMC P AND I 11242656 Countrywide WMC P AND I 11242691 Countrywide WMC INTEREST ONLY 11242695 Countrywide WMC P AND I 11242696 Countrywide WMC P AND I 11242709 Countrywide WMC INTEREST ONLY 11242712 Countrywide WMC P AND I 11242804 Countrywide WMC INTEREST ONLY 11242809 Countrywide WMC INTEREST ONLY 11242812 Countrywide WMC P AND I 11242852 Countrywide WMC P AND I 11242856 Countrywide WMC P AND I 11242862 Countrywide WMC P AND I 11242906 Countrywide WMC P AND I 11242908 Countrywide WMC P AND I 11242957 Countrywide WMC INTEREST ONLY 11243002 Countrywide WMC INTEREST ONLY 11243003 Countrywide WMC P AND I 11243031 Countrywide WMC P AND I 11243032 Countrywide WMC P AND I 11243087 Countrywide WMC P AND I 11243119 Countrywide WMC P AND I 11243120 Countrywide WMC P AND I 11243144 Countrywide WMC P AND I 11243145 Countrywide WMC P AND I 11243198 Countrywide WMC P AND I 11243220 Countrywide WMC P AND I 11243280 Countrywide WMC P AND I 11243283 Countrywide WMC P AND I 11243299 Countrywide WMC INTEREST ONLY 11243317 Countrywide WMC P AND I 11243346 Countrywide WMC P AND I 11243355 Countrywide WMC P AND I 11243358 Countrywide WMC P AND I 11243361 Countrywide WMC P AND I 11243366 Countrywide WMC P AND I 11243368 Countrywide WMC P AND I 11243369 Countrywide WMC P AND I 11243402 Countrywide WMC P AND I 11243416 Countrywide WMC P AND I 11243420 Countrywide WMC P AND I 11243421 Countrywide WMC P AND I 11243422 Countrywide WMC P AND I 11243441 Countrywide WMC P AND I 11243497 Countrywide WMC P AND I 11243514 Countrywide WMC P AND I 11243517 Countrywide WMC P AND I 11243529 Countrywide WMC P AND I 11243530 Countrywide WMC P AND I 11243545 Countrywide WMC P AND I 11243560 Countrywide WMC P AND I 11243578 Countrywide WMC P AND I 11243605 Countrywide WMC P AND I 11243610 Countrywide WMC INTEREST ONLY 11243612 Countrywide WMC P AND I 11243635 Countrywide WMC P AND I 11243677 Countrywide WMC P AND I 11243710 Countrywide WMC P AND I 11243711 Countrywide WMC P AND I 11243713 Countrywide WMC P AND I 11243737 Countrywide WMC INTEREST ONLY 11243744 Countrywide WMC P AND I 11243745 Countrywide WMC P AND I 11243747 Countrywide WMC P AND I 11243760 Countrywide WMC INTEREST ONLY 11243761 Countrywide WMC P AND I 11243784 Countrywide WMC P AND I 11243787 Countrywide WMC P AND I 11243792 Countrywide WMC P AND I 11243797 Countrywide WMC P AND I 11243808 Countrywide WMC P AND I 11243822 Countrywide WMC P AND I 11243825 Countrywide WMC INTEREST ONLY 11243826 Countrywide WMC P AND I 11243868 Countrywide WMC INTEREST ONLY 11243870 Countrywide WMC P AND I 11243871 Countrywide WMC P AND I 11243874 Countrywide WMC P AND I 11243880 Countrywide WMC P AND I 11243891 Countrywide WMC P AND I 11243893 Countrywide WMC P AND I 11243923 Countrywide WMC INTEREST ONLY 11243993 Countrywide WMC P AND I 11244022 Countrywide WMC INTEREST ONLY 11244023 Countrywide WMC P AND I 11244072 Countrywide WMC P AND I 11244094 Countrywide WMC P AND I 11244096 Countrywide WMC P AND I 11244154 Countrywide WMC P AND I 11244176 Countrywide WMC P AND I 11244177 Countrywide WMC P AND I 11244207 Countrywide WMC P AND I 11244211 Countrywide WMC P AND I 11244225 Countrywide WMC P AND I 11244257 Countrywide WMC P AND I 11244259 Countrywide WMC P AND I 11244276 Countrywide WMC P AND I 11244277 Countrywide WMC P AND I 11244298 Countrywide WMC P AND I 11244299 Countrywide WMC P AND I 11244333 Countrywide WMC P AND I 11244367 Countrywide WMC INTEREST ONLY 11244373 Countrywide WMC P AND I 11244410 Countrywide WMC P AND I 11244421 Countrywide WMC P AND I 11244422 Countrywide WMC P AND I 11244425 Countrywide WMC P AND I 11244426 Countrywide WMC P AND I 11244429 Countrywide WMC P AND I 11244450 Countrywide WMC P AND I 11244451 Countrywide WMC P AND I 11244453 Countrywide WMC P AND I 11244457 Countrywide WMC P AND I 11244464 Countrywide WMC P AND I 11244465 Countrywide WMC P AND I 11244475 Countrywide WMC P AND I 11244476 Countrywide WMC P AND I 11244490 Countrywide WMC P AND I 11244491 Countrywide WMC P AND I 11244495 Countrywide WMC P AND I 11244496 Countrywide WMC P AND I 11244518 Countrywide WMC P AND I 11244519 Countrywide WMC P AND I 11244535 Countrywide WMC P AND I 11244536 Countrywide WMC P AND I 11244579 Countrywide WMC P AND I 11244593 Countrywide WMC P AND I 11244594 Countrywide WMC P AND I 11244680 Countrywide WMC P AND I 11244703 Countrywide WMC INTEREST ONLY 11244771 Countrywide WMC P AND I 11244773 Countrywide WMC P AND I 11244782 Countrywide WMC P AND I 11244793 Countrywide WMC INTEREST ONLY 11244815 Countrywide WMC P AND I 11244834 Countrywide WMC P AND I 11244843 Countrywide WMC P AND I 11244855 Countrywide WMC P AND I 11244856 Countrywide WMC P AND I 11244934 Countrywide WMC P AND I 11245001 Countrywide WMC INTEREST ONLY 11245065 Countrywide WMC P AND I 11245066 Countrywide WMC P AND I 11245067 Countrywide WMC INTEREST ONLY 11245073 Countrywide WMC P AND I 11245106 Countrywide WMC P AND I 11245109 Countrywide WMC INTEREST ONLY 11245123 Countrywide WMC INTEREST ONLY 11245128 Countrywide WMC P AND I 11245161 Countrywide WMC INTEREST ONLY 11245200 Countrywide WMC P AND I 11245202 Countrywide WMC P AND I 11245215 Countrywide WMC P AND I 11245218 Countrywide WMC P AND I 11245219 Countrywide WMC P AND I 11245242 Countrywide WMC P AND I 11245264 Countrywide WMC P AND I 11245265 Countrywide WMC P AND I 11245294 Countrywide WMC P AND I 11245302 Countrywide WMC P AND I 11245303 Countrywide WMC P AND I 11245307 Countrywide WMC P AND I 11245308 Countrywide WMC P AND I 11245335 Countrywide WMC INTEREST ONLY 11245337 Countrywide WMC P AND I 11245352 Countrywide WMC P AND I 11245400 Countrywide WMC P AND I 11245401 Countrywide WMC INTEREST ONLY 11245411 Countrywide WMC P AND I 11245442 Countrywide WMC P AND I 11245472 Countrywide WMC INTEREST ONLY 11245504 Countrywide WMC P AND I 11245545 Countrywide WMC P AND I 11245562 Countrywide WMC P AND I 11245591 Countrywide WMC P AND I 11245662 Countrywide WMC P AND I 11245663 Countrywide WMC P AND I 11245664 Countrywide WMC INTEREST ONLY 11245666 Countrywide WMC P AND I 11245708 Countrywide WMC INTEREST ONLY 11245722 Countrywide WMC P AND I 11245783 Countrywide WMC P AND I 11245784 Countrywide WMC P AND I 11245785 Countrywide WMC P AND I 11245786 Countrywide WMC INTEREST ONLY 11245845 Countrywide WMC P AND I 11245846 Countrywide WMC P AND I 11245860 Countrywide WMC INTEREST ONLY 11245915 Countrywide WMC INTEREST ONLY 11245916 Countrywide WMC P AND I 11245917 Countrywide WMC P AND I 11245918 Countrywide WMC P AND I 11245932 Countrywide WMC INTEREST ONLY 11245933 Countrywide WMC P AND I 11245952 Countrywide WMC INTEREST ONLY 11246012 Countrywide WMC INTEREST ONLY 11246016 Countrywide WMC P AND I 11246022 Countrywide WMC P AND I 11246025 Countrywide WMC P AND I 11246037 Countrywide WMC P AND I 11246049 Countrywide WMC P AND I 11246050 Countrywide WMC P AND I 11246106 Countrywide WMC P AND I 11246107 Countrywide WMC P AND I 11246130 Countrywide WMC P AND I 11246192 Countrywide WMC INTEREST ONLY 11246193 Countrywide WMC P AND I 11246201 Countrywide WMC P AND I 11246236 Countrywide WMC P AND I 11246240 Countrywide WMC P AND I 11246284 Countrywide WMC P AND I 11246292 Countrywide WMC P AND I 11246293 Countrywide WMC P AND I 11246294 Countrywide WMC INTEREST ONLY 11246323 Countrywide WMC P AND I 11246345 Countrywide WMC P AND I 11246362 Countrywide WMC P AND I 11246374 Countrywide WMC P AND I 11246425 Countrywide WMC P AND I 11246433 Countrywide WMC INTEREST ONLY 11246434 Countrywide WMC P AND I 11246460 Countrywide WMC INTEREST ONLY 11246461 Countrywide WMC P AND I 11246583 Countrywide WMC P AND I 11246584 Countrywide WMC P AND I 11246618 Countrywide WMC P AND I 11246656 Countrywide WMC P AND I 11246657 Countrywide WMC P AND I 11246659 Countrywide WMC P AND I 11246700 Countrywide WMC INTEREST ONLY 11246741 Countrywide WMC P AND I 11246742 Countrywide WMC INTEREST ONLY 11246743 Countrywide WMC P AND I 11246809 Countrywide WMC P AND I 11246815 Countrywide WMC P AND I 11246825 Countrywide WMC P AND I 11246826 Countrywide WMC P AND I 11246858 Countrywide WMC P AND I 11246859 Countrywide WMC P AND I 11246887 Countrywide WMC P AND I 11246898 Countrywide WMC P AND I 11246928 Countrywide WMC INTEREST ONLY 11246930 Countrywide WMC P AND I 11246958 Countrywide WMC P AND I 11246962 Countrywide WMC P AND I 11246965 Countrywide WMC P AND I 11246967 Countrywide WMC P AND I 11246968 Countrywide WMC P AND I 11246970 Countrywide WMC P AND I 11246974 Countrywide WMC P AND I 11246981 Countrywide WMC P AND I 11247000 Countrywide WMC P AND I 11247029 Countrywide WMC INTEREST ONLY 11247046 Countrywide WMC INTEREST ONLY 11247050 Countrywide WMC P AND I 11247060 Countrywide WMC P AND I 11247069 Countrywide WMC P AND I 11247072 Countrywide WMC P AND I 11247087 Countrywide WMC P AND I 11247089 Countrywide WMC P AND I 11247135 Countrywide WMC P AND I 11247136 Countrywide WMC P AND I 11247150 Countrywide WMC P AND I 11247227 Countrywide WMC P AND I 11247229 Countrywide WMC P AND I 11247233 Countrywide WMC P AND I 11247234 Countrywide WMC P AND I 11247235 Countrywide WMC P AND I 11247296 Countrywide WMC P AND I 11247319 Countrywide WMC P AND I 11247320 Countrywide WMC P AND I 11247398 Countrywide WMC P AND I 11247406 Countrywide WMC P AND I 11247407 Countrywide WMC P AND I 11247412 Countrywide WMC P AND I 11247413 Countrywide WMC P AND I 11247447 Countrywide WMC P AND I 11247454 Countrywide WMC P AND I 11247462 Countrywide WMC INTEREST ONLY 11247464 Countrywide WMC P AND I 11247478 Countrywide WMC P AND I 11247479 Countrywide WMC P AND I 11247529 Countrywide WMC P AND I 11247534 Countrywide WMC P AND I 11247548 Countrywide WMC P AND I 11247570 Countrywide WMC INTEREST ONLY 11247573 Countrywide WMC P AND I 11247576 Countrywide WMC P AND I 11247579 Countrywide WMC P AND I 11247584 Countrywide WMC P AND I 11247603 Countrywide WMC P AND I 11247613 Countrywide WMC P AND I 11247614 Countrywide WMC P AND I 11247729 Countrywide WMC P AND I 11247731 Countrywide WMC P AND I 11247733 Countrywide WMC P AND I 11247735 Countrywide WMC P AND I 11247752 Countrywide WMC P AND I 11247798 Countrywide WMC P AND I 11247955 Countrywide WMC INTEREST ONLY 11247963 Countrywide WMC P AND I 11247966 Countrywide WMC P AND I 11247967 Countrywide WMC P AND I 11247979 Countrywide WMC P AND I 11247988 Countrywide WMC INTEREST ONLY 11247993 Countrywide WMC P AND I 11248001 Countrywide WMC INTEREST ONLY 11248070 Countrywide WMC P AND I 11248099 Countrywide WMC P AND I 11248108 Countrywide WMC INTEREST ONLY 11248109 Countrywide WMC P AND I 11248141 Countrywide WMC INTEREST ONLY 11248156 Countrywide WMC P AND I 11248162 Countrywide WMC P AND I 11248234 Countrywide WMC INTEREST ONLY 11248238 Countrywide WMC P AND I 11248239 Countrywide WMC P AND I 11248245 Countrywide WMC P AND I 11248283 Countrywide WMC P AND I 11248325 Countrywide WMC P AND I 11248326 Countrywide WMC INTEREST ONLY 11248345 Countrywide WMC P AND I 11248354 Countrywide WMC P AND I 11248367 Countrywide WMC P AND I 11248417 Countrywide WMC P AND I 11248419 Countrywide WMC P AND I 11248421 Countrywide WMC P AND I 11248437 Countrywide WMC P AND I 11248539 Countrywide WMC P AND I 11248546 Countrywide WMC P AND I 11248548 Countrywide WMC INTEREST ONLY 11248582 Countrywide WMC P AND I 11248583 Countrywide WMC P AND I 11248595 Countrywide WMC P AND I 11248642 Countrywide WMC INTEREST ONLY 11248687 Countrywide WMC P AND I 11248761 Countrywide WMC P AND I 11248777 Countrywide WMC P AND I 11248782 Countrywide WMC P AND I 11248805 Countrywide WMC P AND I 11248836 Countrywide WMC INTEREST ONLY 11248837 Countrywide WMC P AND I 11248838 Countrywide WMC P AND I 11248841 Countrywide WMC P AND I 11248844 Countrywide WMC P AND I 11248866 Countrywide WMC INTEREST ONLY 11248871 Countrywide WMC P AND I 11248879 Countrywide WMC P AND I 11248880 Countrywide WMC P AND I 11248931 Countrywide WMC P AND I 11248946 Countrywide WMC P AND I 11248947 Countrywide WMC P AND I 11249011 Countrywide WMC INTEREST ONLY 11249012 Countrywide WMC P AND I 11249013 Countrywide WMC INTEREST ONLY 11249014 Countrywide WMC P AND I 11249073 Countrywide WMC P AND I 11249074 Countrywide WMC P AND I 11249084 Countrywide WMC P AND I 11249158 Countrywide WMC P AND I 11249159 Countrywide WMC P AND I 11249174 Countrywide WMC P AND I 11249176 Countrywide WMC P AND I 11249206 Countrywide WMC P AND I 11249207 Countrywide WMC P AND I 11249246 Countrywide WMC P AND I 11249247 Countrywide WMC P AND I 11249256 Countrywide WMC P AND I 11249267 Countrywide WMC P AND I 11249268 Countrywide WMC P AND I 11249269 Countrywide WMC P AND I 11249281 Countrywide WMC P AND I 11249312 Countrywide WMC P AND I 11249313 Countrywide WMC P AND I 11249324 Countrywide WMC P AND I 11249354 Countrywide WMC INTEREST ONLY 11249358 Countrywide WMC P AND I 11249359 Countrywide WMC INTEREST ONLY 11249360 Countrywide WMC P AND I 11249376 Countrywide WMC P AND I 11249377 Countrywide WMC P AND I 11249433 Countrywide WMC P AND I 11249436 Countrywide WMC INTEREST ONLY 11249478 Countrywide WMC P AND I 11249485 Countrywide WMC INTEREST ONLY 11249486 Countrywide WMC P AND I 11249502 Countrywide WMC P AND I 11249510 Countrywide WMC P AND I 11249535 Countrywide WMC P AND I 11249599 Countrywide WMC P AND I 11249600 Countrywide WMC P AND I 11249624 Countrywide WMC P AND I 11249645 Countrywide WMC INTEREST ONLY 11249648 Countrywide WMC INTEREST ONLY 11249650 Countrywide WMC P AND I 11249651 Countrywide WMC P AND I 11249681 Countrywide WMC P AND I 11249683 Countrywide WMC P AND I 11249685 Countrywide WMC P AND I 11249698 Countrywide WMC P AND I 11249701 Countrywide WMC P AND I 11249702 Countrywide WMC P AND I 11249711 Countrywide WMC P AND I 11249728 Countrywide WMC P AND I 11249729 Countrywide WMC P AND I 11249737 Countrywide WMC P AND I 11249776 Countrywide WMC P AND I 11249779 Countrywide WMC P AND I 11249808 Countrywide WMC P AND I 11249818 Countrywide WMC P AND I 11249832 Countrywide WMC P AND I 11249833 Countrywide WMC P AND I 11249840 Countrywide WMC P AND I 11249845 Countrywide WMC P AND I 11249892 Countrywide WMC P AND I 11249895 Countrywide WMC P AND I 11249923 Countrywide WMC INTEREST ONLY 11249940 Countrywide WMC P AND I 11249941 Countrywide WMC P AND I 11249964 Countrywide WMC P AND I 11249967 Countrywide WMC P AND I 11249971 Countrywide WMC P AND I 11249973 Countrywide WMC P AND I 11249985 Countrywide WMC P AND I 11250021 Countrywide WMC INTEREST ONLY 11250030 Countrywide WMC P AND I 11250088 Countrywide WMC P AND I 11250103 Countrywide WMC P AND I 11250105 Countrywide WMC P AND I 11250145 Countrywide WMC INTEREST ONLY 11250160 Countrywide WMC P AND I 11250173 Countrywide WMC P AND I 11250191 Countrywide WMC INTEREST ONLY 11250199 Countrywide WMC P AND I 11250206 Countrywide WMC P AND I 11250238 Countrywide WMC P AND I 11250239 Countrywide WMC P AND I 11250245 Countrywide WMC P AND I 11250247 Countrywide WMC P AND I 11250347 Countrywide WMC P AND I 11250348 Countrywide WMC P AND I 11250352 Countrywide WMC P AND I 11250355 Countrywide WMC P AND I 11250373 Countrywide WMC INTEREST ONLY 11250384 Countrywide WMC P AND I 11250388 Countrywide WMC P AND I 11250435 Countrywide WMC P AND I 11250437 Countrywide WMC P AND I 11250460 Countrywide WMC P AND I 11250472 Countrywide WMC P AND I 11250491 Countrywide WMC P AND I 11250515 Countrywide WMC P AND I 11250546 Countrywide WMC P AND I 11250548 Countrywide WMC INTEREST ONLY 11250550 Countrywide WMC P AND I 11250553 Countrywide WMC P AND I 11250554 Countrywide WMC P AND I 11250581 Countrywide WMC P AND I 11250583 Countrywide WMC P AND I 11250586 Countrywide WMC INTEREST ONLY 11250603 Countrywide WMC P AND I 11250606 Countrywide WMC P AND I 11250623 Countrywide WMC P AND I 11250658 Countrywide WMC INTEREST ONLY 11250660 Countrywide WMC P AND I 11250724 Countrywide WMC P AND I 11250735 Countrywide WMC P AND I 11250736 Countrywide WMC P AND I 11250737 Countrywide WMC P AND I 11250758 Countrywide WMC P AND I 11250785 Countrywide WMC P AND I 11250786 Countrywide WMC P AND I 11250787 Countrywide WMC P AND I 11250788 Countrywide WMC P AND I 11250799 Countrywide WMC P AND I 11250800 Countrywide WMC P AND I 11250845 Countrywide WMC P AND I 11250846 Countrywide WMC P AND I 11250880 Countrywide WMC P AND I 11250903 Countrywide WMC P AND I 11250904 Countrywide WMC P AND I 11250943 Countrywide WMC P AND I 11250994 Countrywide WMC P AND I 11251005 Countrywide WMC P AND I 11251007 Countrywide WMC P AND I 11251011 Countrywide WMC INTEREST ONLY 11251017 Countrywide WMC P AND I 11251030 Countrywide WMC P AND I 11251035 Countrywide WMC INTEREST ONLY 11251036 Countrywide WMC P AND I 11251084 Countrywide WMC P AND I 11251085 Countrywide WMC P AND I 11251100 Countrywide WMC P AND I 11251103 Countrywide WMC P AND I 11251128 Countrywide WMC P AND I 11251151 Countrywide WMC P AND I 11251152 Countrywide WMC P AND I 11251215 Countrywide WMC P AND I 11251259 Countrywide WMC INTEREST ONLY 11251260 Countrywide WMC P AND I 11251273 Countrywide WMC P AND I 11251275 Countrywide WMC INTEREST ONLY 11251309 Countrywide WMC P AND I 11251311 Countrywide WMC P AND I 11251312 Countrywide WMC P AND I 11251334 Countrywide WMC P AND I 11251373 Countrywide WMC P AND I 11251376 Countrywide WMC P AND I 11251399 Countrywide WMC P AND I 11251471 Countrywide WMC P AND I 11251481 Countrywide WMC INTEREST ONLY 11251493 Countrywide WMC INTEREST ONLY 11251494 Countrywide WMC P AND I 11251495 Countrywide WMC P AND I 11251531 Countrywide WMC P AND I 11251547 Countrywide WMC P AND I 11251550 Countrywide WMC P AND I 11251630 Countrywide WMC INTEREST ONLY 11251665 Countrywide WMC P AND I 11251677 Countrywide WMC P AND I 11251724 Countrywide WMC P AND I 11251727 Countrywide WMC P AND I 11251734 Countrywide WMC P AND I 11251756 Countrywide WMC P AND I 11251762 Countrywide WMC P AND I 11251842 Countrywide WMC INTEREST ONLY 11251857 Countrywide WMC P AND I 11251911 Countrywide WMC P AND I 11251912 Countrywide WMC P AND I 11251931 Countrywide WMC P AND I 11251932 Countrywide WMC P AND I 11251933 Countrywide WMC P AND I 11251941 Countrywide WMC P AND I 11251999 Countrywide WMC P AND I 11252005 Countrywide WMC P AND I 11252104 Countrywide WMC INTEREST ONLY 11252110 Countrywide WMC P AND I 11252154 Countrywide WMC P AND I 11252157 Countrywide WMC P AND I 11252162 Countrywide WMC INTEREST ONLY 11252249 Countrywide WMC P AND I 11252251 Countrywide WMC P AND I 11252252 Countrywide WMC P AND I 11252254 Countrywide WMC INTEREST ONLY 11252272 Countrywide WMC P AND I 11252277 Countrywide WMC P AND I 11252303 Countrywide WMC P AND I 11252361 Countrywide WMC INTEREST ONLY 11252376 Countrywide WMC P AND I 11252391 Countrywide WMC P AND I 11252487 Countrywide WMC P AND I 11252520 Countrywide WMC P AND I 11252540 Countrywide WMC P AND I 11252550 Countrywide WMC INTEREST ONLY 11252562 Countrywide WMC P AND I 11252569 Countrywide WMC P AND I 11252572 Countrywide WMC P AND I 11252609 Countrywide WMC P AND I 11252610 Countrywide WMC P AND I 11252613 Countrywide WMC P AND I 11252642 Countrywide WMC P AND I 11252645 Countrywide WMC P AND I 11252768 Countrywide WMC P AND I 11252769 Countrywide WMC P AND I 11252781 Countrywide WMC P AND I 11252791 Countrywide WMC P AND I 11252826 Countrywide WMC P AND I 11252827 Countrywide WMC P AND I 11252926 Countrywide WMC P AND I 11252967 Countrywide WMC P AND I 11252976 Countrywide WMC P AND I 11252992 Countrywide WMC P AND I 11252997 Countrywide WMC P AND I 11253014 Countrywide WMC P AND I 11253030 Countrywide WMC P AND I 11253059 Countrywide WMC INTEREST ONLY 11253063 Countrywide WMC P AND I 11253095 Countrywide WMC INTEREST ONLY 11253116 Countrywide WMC INTEREST ONLY 11253119 Countrywide WMC P AND I 11253137 Countrywide WMC P AND I 11253138 Countrywide WMC P AND I 11253139 Countrywide WMC P AND I 11253140 Countrywide WMC P AND I 11253231 Countrywide WMC P AND I 11253261 Countrywide WMC P AND I 11253281 Countrywide WMC P AND I 11253327 Countrywide WMC INTEREST ONLY 11253328 Countrywide WMC P AND I 11253388 Countrywide WMC INTEREST ONLY 11253389 Countrywide WMC P AND I 11253414 Countrywide WMC INTEREST ONLY 11253416 Countrywide WMC P AND I 11253444 Countrywide WMC P AND I 11253463 Countrywide WMC P AND I 11253464 Countrywide WMC P AND I 11253510 Countrywide WMC INTEREST ONLY 11253511 Countrywide WMC P AND I 11253522 Countrywide WMC P AND I 11253524 Countrywide WMC P AND I 11253525 Countrywide WMC P AND I 11253552 Countrywide WMC INTEREST ONLY 11253559 Countrywide WMC P AND I 11253560 Countrywide WMC P AND I 11253564 Countrywide WMC P AND I 11253568 Countrywide WMC INTEREST ONLY 11253596 Countrywide WMC INTEREST ONLY 11253637 Countrywide WMC P AND I 11253699 Countrywide WMC P AND I 11253805 Countrywide WMC P AND I 11253855 Countrywide WMC P AND I 11253863 Countrywide WMC P AND I 11253864 Countrywide WMC P AND I 11253906 Countrywide WMC P AND I 11253934 Countrywide WMC INTEREST ONLY 11253935 Countrywide WMC P AND I 11253960 Countrywide WMC P AND I 11253969 Countrywide WMC P AND I 11253970 Countrywide WMC P AND I 11253998 Countrywide WMC P AND I 11254046 Countrywide WMC P AND I 11254074 Countrywide WMC P AND I 11254116 Countrywide WMC P AND I 11254119 Countrywide WMC P AND I 11254129 Countrywide WMC P AND I 11254158 Countrywide WMC P AND I 11254159 Countrywide WMC P AND I 11254256 Countrywide WMC INTEREST ONLY 11254322 Countrywide WMC P AND I 11254324 Countrywide WMC P AND I 11254354 Countrywide WMC INTEREST ONLY 11254356 Countrywide WMC P AND I 11254399 Countrywide WMC P AND I 11254490 Countrywide WMC P AND I 11254491 Countrywide WMC P AND I 11254499 Countrywide WMC P AND I 11254501 Countrywide WMC P AND I 11254643 Countrywide WMC P AND I 11254644 Countrywide WMC P AND I 11254679 Countrywide WMC INTEREST ONLY 11254699 Countrywide WMC P AND I 11254701 Countrywide WMC P AND I 11254704 Countrywide WMC P AND I 11254712 Countrywide WMC P AND I 11254713 Countrywide WMC P AND I 11254834 Countrywide WMC P AND I 11254844 Countrywide WMC P AND I 11254847 Countrywide WMC P AND I 11254941 Countrywide WMC INTEREST ONLY 11254944 Countrywide WMC P AND I 11254959 Countrywide WMC P AND I 11254972 Countrywide WMC P AND I 11254973 Countrywide WMC P AND I 11254999 Countrywide WMC P AND I 11255105 Countrywide WMC P AND I 11255142 Countrywide WMC INTEREST ONLY 11255144 Countrywide WMC P AND I 11255160 Countrywide WMC P AND I 11255231 Countrywide WMC INTEREST ONLY 11255234 Countrywide WMC P AND I 11255279 Countrywide WMC P AND I 11255370 Countrywide WMC INTEREST ONLY 11255400 Countrywide WMC INTEREST ONLY 11255417 Countrywide WMC P AND I 11255418 Countrywide WMC P AND I 11255425 Countrywide WMC P AND I 11255434 Countrywide WMC INTEREST ONLY 11255436 Countrywide WMC P AND I 11255485 Countrywide WMC P AND I 11255500 Countrywide WMC P AND I 11255544 Countrywide WMC P AND I 11255552 Countrywide WMC P AND I 11255563 Countrywide WMC P AND I 11255621 Countrywide WMC P AND I 11255623 Countrywide WMC P AND I 11255701 Countrywide WMC P AND I 11255711 Countrywide WMC P AND I 11255797 Countrywide WMC P AND I 11255823 Countrywide WMC INTEREST ONLY 11255824 Countrywide WMC P AND I 11255830 Countrywide WMC P AND I 11255836 Countrywide WMC INTEREST ONLY 11255860 Countrywide WMC P AND I 11255861 Countrywide WMC P AND I 11255868 Countrywide WMC INTEREST ONLY 11255902 Countrywide WMC P AND I 11255929 Countrywide WMC INTEREST ONLY 11255931 Countrywide WMC P AND I 11255953 Countrywide WMC P AND I 11255972 Countrywide WMC P AND I 11256060 Countrywide WMC P AND I 11256101 Countrywide WMC P AND I 11256103 Countrywide WMC P AND I 11256121 Countrywide WMC P AND I 11256177 Countrywide WMC P AND I 11256178 Countrywide WMC P AND I 11256229 Countrywide WMC P AND I 11256290 Countrywide WMC P AND I 11256442 Countrywide WMC P AND I 11256484 Countrywide WMC P AND I 11256492 Countrywide WMC P AND I 11256591 Countrywide WMC P AND I 11256593 Countrywide WMC P AND I 11256747 Countrywide WMC P AND I 11256822 Countrywide WMC P AND I 11256830 Countrywide WMC P AND I 11256831 Countrywide WMC P AND I 11256833 Countrywide WMC P AND I 11256834 Countrywide WMC P AND I 11256835 Countrywide WMC P AND I 11256864 Countrywide WMC P AND I 11256865 Countrywide WMC P AND I 11256892 Countrywide WMC P AND I 11256893 Countrywide WMC P AND I 11256907 Countrywide WMC P AND I 11256923 Countrywide WMC P AND I 11256924 Countrywide WMC P AND I 11256926 Countrywide WMC P AND I 11256946 Countrywide WMC P AND I 11257008 Countrywide WMC P AND I 11257011 Countrywide WMC P AND I 11257138 Countrywide WMC INTEREST ONLY 11257139 Countrywide WMC P AND I 11257273 Countrywide WMC INTEREST ONLY 11257283 Countrywide WMC P AND I 11257290 Countrywide WMC P AND I 11257291 Countrywide WMC P AND I 11257353 Countrywide WMC P AND I 11257527 Countrywide WMC P AND I 11257528 Countrywide WMC P AND I 11257572 Countrywide WMC P AND I 11257573 Countrywide WMC P AND I 11257574 Countrywide WMC P AND I 11257607 Countrywide WMC P AND I 11257680 Countrywide WMC INTEREST ONLY 11257681 Countrywide WMC P AND I 11257708 Countrywide WMC P AND I 11257711 Countrywide WMC P AND I 11257729 Countrywide WMC INTEREST ONLY 11257730 Countrywide WMC P AND I 11257731 Countrywide WMC P AND I 11257812 Countrywide WMC P AND I 11257814 Countrywide WMC INTEREST ONLY 11257908 Countrywide WMC P AND I 11257921 Countrywide WMC P AND I 11257975 Countrywide WMC P AND I 11257977 Countrywide WMC P AND I 11257981 Countrywide WMC P AND I 11257982 Countrywide WMC P AND I 11258159 Countrywide WMC P AND I 11258163 Countrywide WMC P AND I 11258167 Countrywide WMC P AND I 11258248 Countrywide WMC P AND I 11258264 Countrywide WMC P AND I 11258268 Countrywide WMC P AND I 11258336 Countrywide WMC INTEREST ONLY 11258588 Countrywide WMC INTEREST ONLY 11258589 Countrywide WMC P AND I 11258621 Countrywide WMC P AND I 11258631 Countrywide WMC P AND I 11258757 Countrywide WMC INTEREST ONLY 11258758 Countrywide WMC P AND I 11258990 Countrywide WMC P AND I 11258994 Countrywide WMC P AND I 11259370 Countrywide WMC P AND I 11259383 Countrywide WMC P AND I 11259536 Countrywide WMC P AND I 11259566 Countrywide WMC INTEREST ONLY 11259721 Countrywide WMC P AND I 11259971 Countrywide WMC P AND I 11259972 Countrywide WMC P AND I 11260022 Countrywide WMC P AND I 11260120 Countrywide WMC P AND I 11260122 Countrywide WMC P AND I 11260154 Countrywide WMC P AND I 11260161 Countrywide WMC P AND I 11260163 Countrywide WMC P AND I 11260167 Countrywide WMC P AND I 11260201 Countrywide WMC P AND I 11260306 Countrywide WMC P AND I 11260311 Countrywide WMC P AND I 11260345 Countrywide WMC P AND I 11260361 Countrywide WMC P AND I 11260368 Countrywide WMC INTEREST ONLY 11260509 Countrywide WMC P AND I 11260546 Countrywide WMC P AND I 11260547 Countrywide WMC P AND I 11260666 Countrywide WMC P AND I 11260668 Countrywide WMC P AND I 11260949 Countrywide WMC P AND I 11260975 Countrywide WMC P AND I 11260982 Countrywide WMC P AND I 11261069 Countrywide WMC P AND I 11261147 Countrywide WMC P AND I 11261149 Countrywide WMC P AND I 11261332 Countrywide WMC P AND I 11261333 Countrywide WMC P AND I 11261338 Countrywide WMC P AND I 11261339 Countrywide WMC P AND I 11261347 Countrywide WMC P AND I 11261416 Countrywide WMC P AND I 11261417 Countrywide WMC P AND I 11261424 Countrywide WMC P AND I 11261520 Countrywide WMC P AND I 11261864 Countrywide WMC P AND I 11261865 Countrywide WMC P AND I 11262077 Countrywide WMC INTEREST ONLY 11262403 Countrywide WMC P AND I 11262405 Countrywide WMC P AND I 11262416 Countrywide WMC P AND I 11262417 Countrywide WMC P AND I 11262559 Countrywide WMC P AND I 11262613 Countrywide WMC P AND I 11262641 Countrywide WMC P AND I 11262829 Countrywide WMC P AND I 11262905 Countrywide WMC P AND I 11262912 Countrywide WMC P AND I 11263142 Countrywide WMC P AND I 11263633 Countrywide WMC P AND I 11263984 Countrywide WMC P AND I 11263985 Countrywide WMC P AND I 11263991 Countrywide WMC P AND I 11263992 Countrywide WMC P AND I LOANID GROUP LIEN SECMTGCD FRSTMTGBAL --------- ---------- ---- -------- ---------- 503297191 FIXED-30 1 Y 0 503091711 HYBRID-2-6 1 Y 0 503115677 FIXED-30 1 N 0 504089906 HYBRID-2-6 1 Y 0 503161327 FIXED-30 1 N 0 502258588 HYBRID-2-6 1 Y 0 503078053 FIXED-30 1 Y 0 504111167 HYBRID-2-6 1 Y 0 502222748 FIXED-30 1 N 0 504134382 HYBRID-2-6 1 Y 0 503046939 HYBRID-2-6 1 N 0 503254661 FIXED-30 1 Y 0 504042360 FIXED-30 1 Y 0 504077539 HYBRID-2-6 1 Y 0 502289550 FIXED-30 1 N 0 503254925 FIXED-15 1 N 0 503230445 HYBRID-2-6 1 Y 0 502167395 HYBRID-2-6 1 Y 0 504077748 FIXED-30 1 N 0 503161713 FIXED-30 1 N 0 503232137 HYBRID-2-6 1 Y 0 503308934 HYBRID-2-6 1 Y 0 503297495 HYBRID-3-6 1 N 0 503161807 FIXED-30 1 Y 0 504226765 HYBRID-2-6 1 Y 0 503185625 FIXED-30 1 N 0 503228294 HYBRID-2-6 1 Y 0 503285566 HYBRID-2-6 1 N 0 504123381 FIXED-30 1 N 0 504078933 HYBRID-2-6 1 N 0 504146705 HYBRID-2-6 1 Y 0 503159506 FIXED-30 1 Y 0 504269885 HYBRID-2-6 1 Y 0 504146957 HYBRID-2-6 1 N 0 504146408 HYBRID-2-6 1 Y 0 504134203 HYBRID-2-6 1 N 0 504054416 HYBRID-2-6 1 Y 0 504089081 HYBRID-2-6 1 Y 0 503161017 FIXED-30 1 N 0 503185816 FIXED-30 1 N 0 503286498 HYBRID-2-6 1 Y 0 504122348 HYBRID-3-6 1 Y 0 503159441 FIXED-30 1 N 0 504042136 FIXED-30 1 N 0 503104528 HYBRID-2-6 1 N 0 503161311 HYBRID-2-6 1 Y 0 503105219 FIXED-30 1 N 0 502155590 HYBRID-2-6 1 N 0 503147395 HYBRID-2-6 1 N 0 503286321 FIXED-30 1 Y 0 503149043 HYBRID-2-6 1 N 0 504123589 HYBRID-2-6 1 Y 0 503147153 HYBRID-2-6 1 Y 0 504134493 HYBRID-2-6 1 N 0 504080341 HYBRID-2-6 1 Y 0 503147716 HYBRID-2-6 1 N 0 503022618 HYBRID-2-6 1 N 0 504146254 HYBRID-2-6 1 Y 0 504145991 HYBRID-3-6 1 Y 0 503243433 FIXED-30 1 N 0 504112165 HYBRID-3-6 1 Y 0 503297290 FIXED-30 1 N 0 504053849 HYBRID-2-6 1 Y 0 504283161 HYBRID-2-6 1 Y 0 503254145 FIXED-30 1 N 0 503319776 HYBRID-2-6 1 Y 0 503231678 HYBRID-2-6 1 N 0 504135147 FIXED-30 1 N 0 504226567 HYBRID-3-6 1 Y 0 502122659 FIXED-30 1 N 0 503254658 HYBRID-2-6 1 Y 0 502073944 HYBRID-3-6 1 Y 0 504146850 HYBRID-2-6 1 N 0 503150579 HYBRID-2-6 1 Y 0 503243407 FIXED-30 1 N 0 503116246 HYBRID-2-6 1 Y 0 502246132 HYBRID-2-6 1 N 0 503254106 HYBRID-2-6 1 Y 0 503147846 HYBRID-2-6 1 Y 0 503174053 FIXED-30 1 N 0 503147884 HYBRID-2-6 1 N 0 503230998 HYBRID-2-6 1 N 0 504066366 HYBRID-2-6 1 Y 0 504089496 HYBRID-2-6 1 Y 0 504226900 HYBRID-2-6 1 N 0 502166795 HYBRID-2-6 1 Y 0 503286862 HYBRID-2-6 1 Y 0 504145792 HYBRID-3-6 1 N 0 503159416 FIXED-30 1 N 0 503286568 FIXED-30 1 N 0 503255151 HYBRID-3-6 1 N 0 503242943 HYBRID-2-6 1 Y 0 503148017 FIXED-30 1 N 0 503078519 FIXED-30 1 Y 0 503242507 HYBRID-2-6 1 Y 0 503184968 FIXED-30 1 N 0 504269682 HYBRID-2-6 1 N 0 504089767 HYBRID-2-6 1 Y 0 504157854 HYBRID-2-6 1 N 0 504123445 HYBRID-2-6 1 N 0 504134427 FIXED-30 1 Y 0 503116153 HYBRID-2-6 1 N 0 502233981 HYBRID-2-6 1 N 0 503172982 HYBRID-5-6 1 Y 0 503228818 HYBRID-3-6 1 Y 0 503148078 HYBRID-2-6 1 Y 0 503184626 FIXED-30 1 Y 0 503216701 HYBRID-2-6 1 Y 0 504134397 HYBRID-2-6 1 Y 0 503243371 HYBRID-2-6 1 Y 0 503285593 HYBRID-2-6 1 Y 0 504227142 HYBRID-2-6 1 Y 0 504146123 HYBRID-2-6 1 Y 0 504158181 FIXED-30 1 Y 0 503285581 FIXED-30 1 Y 0 504180171 HYBRID-2-6 1 Y 0 503229570 HYBRID-2-6 1 N 0 504227163 HYBRID-2-6 1 Y 0 504134274 HYBRID-2-6 1 Y 0 504226420 HYBRID-3-6 1 Y 0 503298160 FIXED-30 1 N 0 504146127 HYBRID-2-6 1 Y 0 504122962 HYBRID-2-6 1 Y 0 503148181 HYBRID-2-6 1 Y 0 503254985 HYBRID-2-6 1 Y 0 503093003 HYBRID-2-6 1 N 0 504158772 FIXED-30 1 Y 0 503147301 HYBRID-2-6 1 Y 0 504053877 HYBRID-2-6 1 N 0 503297541 HYBRID-2-6 1 Y 0 503173273 FIXED-30 1 N 0 503092005 FIXED-30 1 Y 0 504215504 HYBRID-2-6 1 Y 0 503254292 FIXED-30 1 Y 0 503022407 HYBRID-2-6 1 N 0 503217113 FIXED-15 1 N 0 504065561 HYBRID-2-6 1 Y 0 504192017 FIXED-30 1 N 0 503309346 HYBRID-2-6 1 Y 0 504066071 HYBRID-2-6 1 Y 0 504077683 HYBRID-3-6 1 Y 0 503147299 HYBRID-2-6 1 Y 0 504146017 HYBRID-2-6 1 Y 0 503243584 FIXED-30 1 N 0 504054908 HYBRID-2-6 1 Y 0 503254090 HYBRID-2-6 1 Y 0 501137160 FIXED-30 1 N 0 503079234 HYBRID-2-6 1 Y 0 503080563 HYBRID-2-6 1 N 0 503242338 HYBRID-2-6 1 Y 0 504226444 HYBRID-2-6 1 Y 0 503092038 HYBRID-2-6 1 N 0 503242999 HYBRID-2-6 1 Y 0 503254355 HYBRID-2-6 1 N 0 503228855 HYBRID-2-6 1 Y 0 503217519 HYBRID-2-6 1 Y 0 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HYBRID-2-6 1 N 0 11197153 HYBRID-2-6 1 N 0 11197154 HYBRID-2-6 1 N 0 11197158 HYBRID-2-6 1 Y 0 11197163 FIX 30/15 BALLOON 2 N 397867 11197191 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 196000 11197218 2/28 40/30 BALLOON 1 Y 0 11197226 HYBRID-2-6 1 N 0 11197237 HYBRID-2-6 1 N 0 11197262 HYBRID-2-6 1 Y 0 11197263 FIX 30/15 BALLOON 2 N 231200 11197286 2/28 40/30 BALLOON 1 Y 0 11197287 FIX 30/15 BALLOON 2 N 364000 11197296 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 380000 11197300 HYBRID-2-6 1 N 0 11197305 2/28 40/30 BALLOON 1 N 0 11197312 HYBRID-2-6 1 Y 0 11197318 HYBRID-2-6 1 Y 0 11197319 FIX 30/15 BALLOON 2 N 96800 11197333 FIXED-30 1 N 0 11197377 HYBRID-2-6 1 N 0 11197385 HYBRID-2-6 1 Y 0 11197388 FIX 30/15 BALLOON 2 N 258400 11197394 FIXED-15 1 N 0 11197400 HYBRID-2-6 1 Y 0 11197403 FIX 30/15 BALLOON 2 N 508000 11197427 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 99280 11197464 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 97200 11197490 HYBRID-2-6 1 Y 0 11197525 HYBRID-2-6 1 N 0 11197614 2/28 40/30 BALLOON 1 N 0 11197630 HYBRID-2-6 1 N 0 11197639 2/28 40/30 BALLOON 1 Y 0 11197662 XXXXXX-0-0 0 X 0 00000000 0/00 00/00 XXXXXXX 1 Y 0 11197679 FIX 30/15 BALLOON 2 N 470000 11197696 HYBRID-2-6 1 N 0 11197714 FIX 40/30 BALLOON 1 N 0 11197724 3/27 40/30 BALLOON 1 Y 0 11197732 HYBRID-2-6 1 Y 0 11197739 FIX 30/15 BALLOON 2 N 135920 11197753 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 236000 11197781 HYBRID-2-6 1 N 0 11197827 FIX 30/15 BALLOON 2 N 131840 11197841 2/28 40/30 BALLOON 1 Y 0 11197842 FIX 30/15 BALLOON 2 N 282320 11197851 HYBRID-2-6 1 N 0 11197854 HYBRID-2-6 1 N 0 11197864 FIXED-15 1 N 0 11197894 HYBRID-2-6 1 Y 0 11197915 FIX 30/15 BALLOON 2 N 172720 11197953 HYBRID-2-6 1 N 0 11198021 FIX 30/15 BALLOON 2 N 140000 11198066 2/28 40/30 BALLOON 1 N 0 11198067 HYBRID-5-6 1 Y 0 11198068 FIX 30/15 BALLOON 2 N 109520 11198074 HYBRID-2-6 1 N 0 11198075 HYBRID-2-6 1 N 0 11198083 HYBRID-2-6 1 Y 0 11198086 HYBRID-2-6 1 N 0 11198088 HYBRID-2-6 1 Y 0 11198089 FIX 30/15 BALLOON 2 N 136000 11198105 HYBRID-2-6 1 Y 0 11198106 HYBRID-2-6 1 N 0 11198107 FIXED-30 1 N 0 11198128 2/28 40/30 BALLOON 1 Y 0 11198132 FIX 30/15 BALLOON 2 N 111920 11198175 HYBRID-5-6 1 N 0 11198211 HYBRID-2-6 1 N 0 11198254 HYBRID-2-6 1 Y 0 11198263 FIXED-30 1 N 0 11198271 HYBRID-2-6 1 N 0 11198274 HYBRID-2-6 1 Y 0 11198277 FIX 30/15 BALLOON 2 N 385000 11198278 FIX 30/15 BALLOON 2 N 100000 11198312 2/28 40/30 BALLOON 1 Y 0 11198313 FIX 30/15 BALLOON 2 N 599250 11198338 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 107497 11198347 HYBRID-2-6 1 N 0 11198353 HYBRID-2-6 1 N 0 11198364 FIXED-30 1 N 0 11198374 FIX 30/15 BALLOON 2 N 137120 11198378 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 239200 11198401 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 199920 11198447 2/28 40/30 BALLOON 1 Y 0 11198448 FIX 30/15 BALLOON 2 N 189520 11198456 2/28 40/30 BALLOON 1 Y 0 11198459 FIX 30/15 BALLOON 2 N 180000 11198463 HYBRID-2-6 1 N 0 11198465 2/28 40/30 BALLOON 1 Y 0 11198466 FIX 30/15 BALLOON 2 N 336000 11198509 HYBRID-2-6 1 Y 0 11198514 FIXED-30 1 N 0 11198520 FIX 30/15 BALLOON 2 N 436000 11198522 HYBRID-2-6 1 N 0 11198526 HYBRID-2-6 1 N 0 11198529 2/28 40/30 BALLOON 1 N 0 11198551 HYBRID-2-6 1 Y 0 11198553 FIX 30/15 BALLOON 2 N 163326 11198577 2/28 40/30 BALLOON 1 Y 0 11198589 FIX 30/15 BALLOON 2 N 200000 11198591 2/28 40/30 BALLOON 1 Y 0 11198597 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 133600 11198633 LIBOR-6MTH 1 N 0 11198666 FIX 40/30 BALLOON 1 N 0 11198673 HYBRID-5-6 1 N 0 11198684 FIXED-30 1 N 0 11198729 HYBRID-2-6 1 N 0 11198749 2/28 40/30 BALLOON 1 Y 0 11198750 FIX 30/15 BALLOON 2 N 202000 11198789 FIXED-30 1 N 0 11198835 HYBRID-2-6 1 N 0 11198900 HYBRID-5-6 1 Y 0 11198903 FIX 30/15 BALLOON 2 N 80800 11198926 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 396000 11198931 HYBRID-2-6 1 N 0 11198945 HYBRID-5-6 1 N 0 11198956 FIX 30/15 BALLOON 2 N 111920 11198981 HYBRID-2-6 1 N 0 11198998 HYBRID-3-6 1 N 0 11199037 HYBRID-2-6 1 Y 0 11199038 FIX 30/15 BALLOON 2 N 362680 11199051 HYBRID-5-6 1 N 0 11199064 FIXED-30 1 N 0 11199099 HYBRID-2-6 1 Y 0 11199101 FIX 30/15 BALLOON 2 N 352000 11199105 2/28 40/30 BALLOON 1 Y 0 11199106 FIX 30/15 BALLOON 2 N 222400 11199175 HYBRID-2-6 1 N 0 11199190 HYBRID-2-6 1 Y 0 11199215 FIXED-30 1 N 0 11199217 HYBRID-2-6 1 Y 0 11199218 FIX 30/15 BALLOON 2 N 112000 11199233 FIX 30/15 BALLOON 2 N 128000 11199296 HYBRID-2-6 1 Y 0 11199299 HYBRID-2-6 1 N 0 11199351 HYBRID-2-6 1 Y 0 11199376 HYBRID-2-6 1 Y 0 11199377 FIX 30/15 BALLOON 2 N 169600 11199393 FIXED-30 1 N 0 11199417 HYBRID-2-6 1 N 0 11199434 FIX 30/15 BALLOON 2 N 88000 11199435 HYBRID-2-6 1 Y 0 11199461 HYBRID-5-6 1 N 0 11199518 2/28 40/30 BALLOON 1 N 0 11199520 2/28 40/30 BALLOON 1 N 0 11199540 HYBRID-2-6 1 Y 0 11199542 FIX 30/15 BALLOON 2 N 63200 11199573 HYBRID-2-6 1 N 0 11199600 HYBRID-2-6 1 N 0 11199632 HYBRID-2-6 1 Y 0 11199633 FIX 30/15 BALLOON 2 N 520000 11199677 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 50000 11199688 HYBRID-2-6 1 N 0 11199740 HYBRID-5-6 1 N 0 11199744 2/28 40/30 BALLOON 1 Y 0 11199745 FIX 30/15 BALLOON 2 N 152368 11199819 HYBRID-2-6 1 N 0 11199837 FIX 30/15 BALLOON 2 N 490000 11199838 HYBRID-2-6 1 N 0 11199866 2/28 40/30 BALLOON 1 Y 0 11199874 2/28 40/30 BALLOON 1 N 0 11199901 HYBRID-2-6 1 Y 0 11199909 FIX 30/15 BALLOON 2 N 236000 11199926 HYBRID-2-6 1 N 0 11199944 HYBRID-2-6 1 N 0 11199990 HYBRID-3-6 1 Y 0 11199993 FIX 30/15 BALLOON 2 N 168000 11200030 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 85600 11200033 HYBRID-2-6 1 N 0 11200078 HYBRID-2-6 1 N 0 11200080 FIXED-30 1 N 0 11200082 HYBRID-2-6 1 Y 0 11200083 FIX 30/15 BALLOON 2 N 350400 11200105 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 151920 11200137 HYBRID-2-6 1 Y 0 11200149 HYBRID-2-6 1 N 0 11200155 HYBRID-2-6 1 N 0 11200161 FIXED-30 1 Y 0 11200179 2/28 40/30 BALLOON 1 Y 0 11200205 HYBRID-2-6 1 N 0 11200206 2/28 40/30 BALLOON 1 N 0 11200254 HYBRID-2-6 1 N 0 11200257 HYBRID-2-6 1 N 0 11200288 FIX 30/15 BALLOON 2 N 376000 11200299 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 156000 11200323 2/28 40/30 BALLOON 1 Y 0 11200327 HYBRID-2-6 1 N 0 11200328 HYBRID-3-6 1 Y 0 11200329 FIX 30/15 BALLOON 2 N 210120 11200346 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 264000 11200352 HYBRID-2-6 1 N 0 11200362 2/28 40/30 BALLOON 1 Y 0 11200363 HYBRID-5-6 1 Y 0 11200364 FIX 30/15 BALLOON 2 N 54500 11200366 FIX 30/15 BALLOON 2 N 332000 11200371 HYBRID-2-6 1 N 0 11200372 HYBRID-2-6 1 Y 0 11200381 FIX 30/15 BALLOON 2 N 311920 11200382 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 479200 11200400 FIX 30/15 BALLOON 2 N 96000 11200402 2/28 40/30 BALLOON 1 N 0 11200403 HYBRID-2-6 1 Y 0 11200404 FIX 30/15 BALLOON 2 N 63200 11200412 HYBRID-2-6 1 N 0 11200413 5/25 40/30 BALLOON 1 N 0 11200425 XXXXXX-0-0 0 X 0 00000000 0/00 00/00 XXXXXXX 1 Y 0 11200455 FIX 30/15 BALLOON 2 N 204000 11200464 FIX 30/15 BALLOON 2 N 80800 11200472 FIXED-30 1 N 0 11200476 HYBRID-2-6 1 Y 0 11200481 FIX 30/15 BALLOON 2 N 127120 11200488 HYBRID-2-6 1 N 0 11200495 FIX 30/15 BALLOON 2 N 283120 11200496 HYBRID-2-6 1 N 0 11200498 2/28 40/30 BALLOON 1 Y 0 11200499 FIX 30/15 BALLOON 2 N 408000 11200500 2/28 40/30 BALLOON 1 Y 0 11200511 HYBRID-2-6 1 N 0 11200547 XXXXXX-0-0 0 X 0 00000000 0/00 00/00 XXXXXXX 1 Y 0 11200549 FIX 30/15 BALLOON 2 N 432000 11200550 FIX 30/15 BALLOON 2 N 146803 11200572 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 179200 11200645 FIX 30/15 BALLOON 2 N 143920 11200650 2/28 40/30 BALLOON 1 Y 0 11200660 HYBRID-2-6 1 N 0 11200718 HYBRID-2-6 1 N 0 11200734 HYBRID-2-6 1 Y 0 11200736 FIX 30/15 BALLOON 2 N 232000 11200738 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 54500 11200746 HYBRID-2-6 1 N 0 11200783 HYBRID-2-6 1 Y 0 11200793 HYBRID-3-6 1 N 0 11200831 HYBRID-2-6 1 N 0 11200846 HYBRID-2-6 1 Y 0 11200850 FIX 30/15 BALLOON 2 N 420000 11200854 HYBRID-2-6 1 N 0 11200897 HYBRID-2-6 1 Y 0 11200898 FIX 30/15 BALLOON 2 N 197600 11200939 HYBRID-2-6 1 N 0 11200941 HYBRID-2-6 1 N 0 11200967 2/28 40/30 BALLOON 1 N 0 11200996 2/28 40/30 BALLOON 1 N 0 11201005 HYBRID-2-6 1 Y 0 11201006 FIX 30/15 BALLOON 2 N 427920 11201010 FIXED-30 1 Y 0 11201011 FIX 30/15 BALLOON 2 N 144000 11201020 HYBRID-2-6 1 N 0 11201021 HYBRID-2-6 1 Y 0 11201022 FIX 30/15 BALLOON 2 N 380000 11201023 HYBRID-2-6 1 N 0 11201035 HYBRID-2-6 1 N 0 11201040 HYBRID-2-6 1 N 0 11201080 HYBRID-2-6 1 Y 0 11201095 HYBRID-2-6 1 Y 0 11201096 FIX 30/15 BALLOON 2 N 339200 11201099 HYBRID-2-6 1 Y 0 11201158 FIXED-30 1 N 0 11201172 HYBRID-2-6 1 N 0 11201175 HYBRID-2-6 1 N 0 11201184 HYBRID-2-6 1 Y 0 11201185 FIX 30/15 BALLOON 2 N 132080 11201190 HYBRID-2-6 1 N 0 11201196 HYBRID-2-6 1 N 0 11201199 HYBRID-2-6 1 N 0 11201209 HYBRID-2-6 1 Y 0 11201210 FIX 30/15 BALLOON 2 N 131200 11201235 XXXXXX-0-0 0 X 0 00000000 XXXXXX-0-0 0 X 0 11201274 FIX 30/15 BALLOON 2 N 219200 11201290 HYBRID-2-6 1 Y 0 11201295 HYBRID-2-6 1 N 0 11201304 HYBRID-2-6 1 Y 0 11201331 HYBRID-2-6 1 N 0 11201338 HYBRID-2-6 1 Y 0 11201339 FIX 30/15 BALLOON 2 N 112000 11201355 XXXXXX-0-0 0 X 0 00000000 0/00 00/00 XXXXXXX 1 Y 0 11201362 FIX 30/15 BALLOON 2 N 600000 11201406 2/28 40/30 BALLOON 1 N 0 11201410 FIX 30/15 BALLOON 2 N 210400 11201420 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 288377 11201440 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 152000 11201442 FIX 30/15 BALLOON 2 N 228000 11201459 HYBRID-2-6 1 N 0 11201536 HYBRID-2-6 1 N 0 11201560 FIX 30/15 BALLOON 2 N 265600 11201564 2/28 40/30 BALLOON 1 N 0 11201569 FIX 30/15 BALLOON 2 N 236000 11201583 HYBRID-2-6 1 N 0 11201622 HYBRID-2-6 1 N 0 11201623 HYBRID-2-6 1 Y 0 11201625 FIX 30/15 BALLOON 2 N 364000 11201627 FIXED-30 1 N 0 11201676 HYBRID-2-6 1 Y 0 11201677 FIX 30/15 BALLOON 2 N 445600 11201703 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 121600 11201731 FIX 40/30 BALLOON 1 N 0 11201744 HYBRID-2-6 1 Y 0 11201745 FIX 30/15 BALLOON 2 N 412000 11201746 HYBRID-2-6 1 Y 0 11201754 HYBRID-5-6 1 N 0 11201775 HYBRID-2-6 1 N 0 11201782 HYBRID-2-6 1 Y 0 11201784 FIX 30/15 BALLOON 2 N 199200 11201789 HYBRID-2-6 1 N 0 11201791 HYBRID-2-6 1 Y 0 11201794 FIX 30/15 BALLOON 2 N 244800 11201803 HYBRID-2-6 1 N 0 11201806 HYBRID-2-6 1 N 0 11201817 HYBRID-2-6 1 N 0 11201825 FIX 40/30 BALLOON 1 Y 0 11201830 FIX 30/15 BALLOON 2 N 464000 11201854 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 384000 11201876 HYBRID-2-6 1 Y 0 11201877 HYBRID-3-6 1 N 0 11201880 HYBRID-2-6 1 N 0 11201885 HYBRID-2-6 1 Y 0 11201886 FIX 30/15 BALLOON 2 N 188000 11201912 HYBRID-2-6 1 N 0 11201916 FIXED-30 1 N 0 11201957 HYBRID-3-6 1 N 0 11201959 HYBRID-2-6 1 N 0 11201976 HYBRID-2-6 1 N 0 11202005 HYBRID-2-6 1 N 0 11202008 2/28 40/30 BALLOON 1 Y 0 11202009 FIX 30/15 BALLOON 2 N 167200 11202039 HYBRID-2-6 1 N 0 11202065 FIXED-15 1 N 0 11202075 HYBRID-2-6 1 Y 0 11202080 FIX 30/15 BALLOON 2 N 206400 11202112 FIXED-30 1 N 0 11202138 HYBRID-2-6 1 N 0 11202181 HYBRID-2-6 1 N 0 11202219 HYBRID-2-6 1 Y 0 11202220 FIX 30/15 BALLOON 2 N 102400 11202263 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 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11202570 FIX 30/15 BALLOON 2 N 392000 11202574 XXXXXX-0-0 0 X 0 00000000 XXXXXX-0-0 0 X 0 11202598 FIX 30/15 BALLOON 2 N 64000 11202631 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 81600 11202645 HYBRID-2-6 1 N 0 11202651 HYBRID-2-6 1 Y 0 11202652 FIX 30/15 BALLOON 2 N 586400 11202709 2/28 40/30 BALLOON 1 Y 0 11202722 HYBRID-2-6 1 Y 0 11202725 FIX 30/15 BALLOON 2 N 181600 11202730 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 96800 11202738 XXXXXX-0-0 0 X 0 00000000 XXXXXX-0-0 0 X 0 11202743 FIX 30/15 BALLOON 2 N 207920 11202777 HYBRID-2-6 1 N 0 11202795 HYBRID-2-6 1 N 0 11202808 HYBRID-5-6 1 N 0 11202833 FIXED-30 1 N 0 11202848 HYBRID-2-6 1 N 0 11202856 HYBRID-2-6 1 N 0 11202858 FIXED-30 1 N 0 11202876 HYBRID-2-6 1 N 0 11202880 2/28 40/30 BALLOON 1 N 0 11202881 FIX 40/30 BALLOON 1 N 0 11202910 HYBRID-2-6 1 N 0 11202914 2/28 40/30 BALLOON 1 Y 0 11202915 HYBRID-2-6 1 Y 0 11202916 FIX 30/15 BALLOON 2 N 233600 11202919 FIX 30/15 BALLOON 2 N 414400 11202966 XXXXXX-0-0 0 X 0 00000000 XXXXXX-0-0 0 X 0 11202981 FIX 30/15 BALLOON 2 N 47625 11202989 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 158640 11202991 FIX 30/15 BALLOON 2 N 338400 11203033 HYBRID-2-6 1 Y 0 11203048 HYBRID-2-6 1 N 0 11203055 HYBRID-5-6 1 N 0 11203058 3/27 40/30 BALLOON 1 N 0 11203075 HYBRID-2-6 1 N 0 11203094 FIXED-30 1 N 0 11203096 FIX 30/15 BALLOON 2 N 89600 11203124 FIXED-30 1 N 0 11203133 FIXED-30 1 N 0 11203144 HYBRID-2-6 1 N 0 11203158 HYBRID-2-6 1 Y 0 11203161 FIX 30/15 BALLOON 2 N 456000 11203182 HYBRID-5-6 1 Y 0 11203184 HYBRID-2-6 1 N 0 11203185 FIX 30/15 BALLOON 2 N 288000 11203203 HYBRID-3-6 1 N 0 11203209 2/28 40/30 BALLOON 1 N 0 11203210 FIX 30/15 BALLOON 2 N 120000 11203260 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 1 Y 0 11203273 HYBRID-2-6 1 Y 0 11203274 FIX 30/15 BALLOON 2 N 132000 11203276 FIX 30/15 BALLOON 2 N 164000 11203286 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 112000 11203301 2/28 40/30 BALLOON 1 Y 0 11203305 FIX 30/15 BALLOON 2 N 280000 11203314 XXXXXX-0-0 0 X 0 00000000 0/00 00/00 XXXXXXX 1 Y 0 11203335 FIX 30/15 BALLOON 2 N 443920 11203354 FIX 30/15 BALLOON 2 N 119920 11203363 HYBRID-2-6 1 Y 0 11203385 HYBRID-2-6 1 N 0 11203393 HYBRID-2-6 1 Y 0 11203394 FIX 30/15 BALLOON 2 N 210400 11203400 HYBRID-3-6 1 Y 0 11203402 HYBRID-2-6 1 N 0 11203413 HYBRID-2-6 1 N 0 11203427 HYBRID-2-6 1 Y 0 11203429 FIX 30/15 BALLOON 2 N 80000 11203430 HYBRID-2-6 1 N 0 11203435 HYBRID-3-6 1 Y 0 11203437 FIX 30/15 BALLOON 2 N 92800 11203474 HYBRID-2-6 1 N 0 11203494 HYBRID-5-6 1 N 0 11203501 HYBRID-2-6 1 Y 0 11203502 FIX 30/15 BALLOON 2 N 187200 11203509 2/28 40/30 BALLOON 1 Y 0 11203511 2/28 40/30 BALLOON 1 N 0 11203514 HYBRID-2-6 1 N 0 11203519 5/25 40/30 BALLOON 1 N 0 11203574 HYBRID-2-6 1 Y 0 11203575 FIX 30/15 BALLOON 2 N 189600 11203590 2/28 40/30 BALLOON 1 N 0 11203660 HYBRID-2-6 1 N 0 11203663 HYBRID-2-6 1 Y 0 11203665 FIX 30/15 BALLOON 2 N 244000 11203683 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 96800 11203703 2/28 40/30 BALLOON 1 Y 0 11203704 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11204410 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 64000 11204427 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 527200 11204436 HYBRID-2-6 1 Y 0 11204447 FIXED-30 1 N 0 11204480 HYBRID-2-6 1 Y 0 11204481 FIX 30/15 BALLOON 2 N 272000 11204483 2/28 40/30 BALLOON 1 Y 0 11204484 FIX 30/15 BALLOON 2 N 412800 11204510 HYBRID-2-6 1 N 0 11204511 2/28 40/30 BALLOON 1 N 0 11204513 HYBRID-2-6 1 Y 0 11204533 HYBRID-2-6 1 Y 0 11204534 FIX 30/15 BALLOON 2 N 192000 11204609 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 155200 11204624 FIX 30/15 BALLOON 2 N 120000 11204656 HYBRID-2-6 1 N 0 11204677 HYBRID-2-6 1 N 0 11204714 2/28 40/30 BALLOON 1 N 0 11204728 2/28 40/30 BALLOON 1 Y 0 11204730 FIX 30/15 BALLOON 2 N 424000 11204777 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 336273 11204790 HYBRID-3-6 1 N 0 11204796 2/28 40/30 BALLOON 1 N 0 11204800 2/28 40/30 BALLOON 1 Y 0 11204802 FIX 30/15 BALLOON 2 N 519200 11204805 FIXED-30 1 N 0 11204820 HYBRID-2-6 1 N 0 11204825 HYBRID-2-6 1 N 0 11204836 FIX 30/15 BALLOON 2 N 388000 11204842 HYBRID-2-6 1 N 0 11204854 HYBRID-2-6 1 Y 0 11204855 FIX 30/15 BALLOON 2 N 334400 11204864 HYBRID-5-6 1 N 0 11204907 HYBRID-2-6 1 Y 0 11204908 FIX 30/15 BALLOON 2 N 76800 11204911 FIXED-30 1 N 0 11204916 FIXED-30 1 N 0 11204928 FIXED-30 1 N 0 11204935 HYBRID-2-6 1 Y 0 11204936 HYBRID-2-6 1 N 0 11204949 HYBRID-2-6 1 Y 0 11204952 FIX 30/15 BALLOON 2 N 232000 11204974 2/28 40/30 BALLOON 1 N 0 11204975 FIX 30/15 BALLOON 2 N 172800 11204979 HYBRID-2-6 1 N 0 11204986 FIX 30/15 BALLOON 2 N 676000 11205032 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 317120 11205044 2/28 40/30 BALLOON 1 N 0 11205067 HYBRID-2-6 1 N 0 11205072 2/28 40/30 BALLOON 1 Y 0 11205073 FIX 30/15 BALLOON 2 N 228000 11205076 2/28 40/30 BALLOON 1 Y 0 11205077 FIX 30/15 BALLOON 2 N 432000 11205079 HYBRID-2-6 1 N 0 11205088 HYBRID-2-6 1 Y 0 11205090 FIX 30/15 BALLOON 2 N 148464 11205122 HYBRID-2-6 1 Y 0 11205139 FIXED-30 1 N 0 11205179 FIXED-15 1 N 0 11205200 HYBRID-2-6 1 N 0 11205201 HYBRID-2-6 1 N 0 11205205 FIXED-30 1 N 0 11205226 HYBRID-2-6 1 N 0 11205231 FIXED-15 1 N 0 11205232 HYBRID-2-6 1 N 0 11205233 2/28 40/30 BALLOON 1 N 0 11205248 2/28 40/30 BALLOON 1 N 0 11205276 HYBRID-2-6 1 Y 0 11205283 FIX 30/15 BALLOON 2 N 111200 11205311 HYBRID-2-6 1 N 0 11205312 HYBRID-3-6 1 N 0 11205330 HYBRID-2-6 1 N 0 11205343 FIX 40/30 BALLOON 1 N 0 11205398 HYBRID-2-6 1 Y 0 11205401 FIX 30/15 BALLOON 2 N 360000 11205421 2/28 40/30 BALLOON 1 Y 0 11205422 FIX 30/15 BALLOON 2 N 240000 11205441 FIXED-30 1 N 0 11205455 2/28 40/30 BALLOON 1 N 0 11205469 HYBRID-2-6 1 Y 0 11205472 HYBRID-2-6 1 Y 0 11205486 FIX 40/30 BALLOON 1 Y 0 11205488 FIX 30/15 BALLOON 2 N 370400 11205491 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 508000 11205515 HYBRID-2-6 1 N 0 11205518 FIX 30/15 BALLOON 2 N 520000 11205519 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 415200 11205542 HYBRID-2-6 1 N 0 11205552 HYBRID-2-6 1 N 0 11205553 HYBRID-2-6 1 N 0 11205557 2/28 40/30 BALLOON 1 Y 0 11205558 FIX 30/15 BALLOON 2 N 160000 11205561 2/28 40/30 BALLOON 1 N 0 11205562 HYBRID-2-6 1 N 0 11205571 2/28 40/30 BALLOON 1 Y 0 11205573 FIX 30/15 BALLOON 2 N 338963 11205644 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 113600 11205663 FIX 40/30 BALLOON 1 Y 0 11205665 FIX 30/15 BALLOON 2 N 352000 11205672 HYBRID-2-6 1 N 0 11205681 HYBRID-2-6 1 Y 0 11205725 XXXXXX-0-0 0 X 0 00000000 0/00 00/00 XXXXXXX 1 Y 0 11205743 FIX 30/15 BALLOON 2 N 272000 11205795 HYBRID-2-6 1 N 0 11205823 XXXXXX-0-0 0 X 0 00000000 0/00 00/00 XXXXXXX 1 N 0 11205854 FIX 30/15 BALLOON 2 N 138400 11205862 HYBRID-2-6 1 Y 0 11205887 HYBRID-5-6 1 N 0 11205890 HYBRID-2-6 1 N 0 11205907 5/25 40/30 BALLOON 1 N 0 11205930 HYBRID-2-6 1 Y 0 11205953 FIX 30/15 BALLOON 2 N 344000 11205983 FIXED-30 1 N 0 11205988 FIX 30/15 BALLOON 2 N 168000 11206023 2/28 40/30 BALLOON 1 N 0 11206029 HYBRID-2-6 1 N 0 11206063 HYBRID-2-6 1 Y 0 11206064 FIX 30/15 BALLOON 2 N 69600 11206085 2/28 40/30 BALLOON 1 N 0 11206100 HYBRID-2-6 1 Y 0 11206102 FIX 30/15 BALLOON 2 N 72800 11206104 HYBRID-2-6 1 N 0 11206172 HYBRID-2-6 1 N 0 11206186 HYBRID-2-6 1 Y 0 11206190 FIX 30/15 BALLOON 2 N 124000 11206202 HYBRID-2-6 1 N 0 11206204 FIXED-30 1 N 0 11206212 HYBRID-5-6 1 N 0 11206215 2/28 40/30 BALLOON 1 Y 0 11206217 2/28 40/30 BALLOON 1 Y 0 11206221 FIX 30/15 BALLOON 2 N 544000 11206227 FIXED-30 1 N 0 11206242 2/28 40/30 BALLOON 1 Y 0 11206245 HYBRID-5-6 1 N 0 11206249 FIX 30/15 BALLOON 2 N 144000 11206259 HYBRID-2-6 1 N 0 11206261 XXXXXX-0-0 0 X 0 00000000 0/00 00/00 XXXXXXX 1 Y 0 11206276 FIX 30/15 BALLOON 2 N 205200 11206374 HYBRID-2-6 1 N 0 11206383 FIXED-30 1 N 0 11206392 2/28 40/30 BALLOON 1 N 0 11206404 HYBRID-2-6 1 N 0 11206407 HYBRID-2-6 1 N 0 11206410 HYBRID-2-6 1 Y 0 11206414 FIX 30/15 BALLOON 2 N 160000 11206435 2/28 40/30 BALLOON 1 Y 0 11206436 FIX 30/15 BALLOON 2 N 239920 11206449 HYBRID-3-6 1 N 0 11206491 2/28 40/30 BALLOON 1 N 0 11206510 HYBRID-2-6 1 N 0 11206519 FIX 40/30 BALLOON 1 N 0 11206523 HYBRID-2-6 1 Y 0 11206527 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11208151 FIX 30/15 BALLOON 2 N 78400 11208173 XXXXXX-0-0 0 X 0 00000000 XXXXXX-0-0 0 X 0 11208187 FIX 30/15 BALLOON 2 N 207200 11208194 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 284000 11208197 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 340000 11208211 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 64000 11208214 HYBRID-2-6 1 N 0 11208222 HYBRID-2-6 1 Y 0 11208225 FIX 30/15 BALLOON 2 N 264000 11208230 HYBRID-2-6 1 N 0 11208240 HYBRID-2-6 1 N 0 11208245 2/28 40/30 BALLOON 1 Y 0 11208248 HYBRID-2-6 1 Y 0 11208249 FIX 30/15 BALLOON 2 N 249600 11208287 HYBRID-2-6 1 N 0 11208298 2/28 40/30 BALLOON 1 Y 0 11208299 HYBRID-2-6 1 N 0 11208300 FIX 30/15 BALLOON 2 N 108000 11208310 XXXXXX-0-0 0 X 0 00000000 XXX 00/00 XXXXXXX 2 N 108800 11208351 HYBRID-2-6 1 N 0 11208366 HYBRID-2-6 1 Y 0 11208367 FIX 30/15 BALLOON 2 N 320000 11208369 HYBRID-2-6 1 N 0 11208372 HYBRID-2-6 1 Y 0 11208373 FIX 30/15 BALLOON 2 N 103200 11208380 2/28 40/30 BALLOON 1 Y 0 11208385 HYBRID-2-6 1 N 0 11208396 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AZ 85745 11200455 0 635 AZ 85745 11200464 0 609 WY 82604 11200472 0 615 CA 90301 11200476 31780 655 FL 33172 11200481 0 655 FL 33172 11200488 0 658 CA 92694 11200495 0 683 WA 98059 11200496 0 550 PA 19128 11200498 102000 711 CA 90680 11200499 0 711 CA 90680 11200500 15000 617 TX 79915 11200511 0 000 XX 00000 11200547 36700 727 CA 93307 11200548 108000 625 CA 91343 11200549 0 625 CA 91343 11200550 0 727 CA 93307 11200572 44800 665 MI 48346 11200577 0 665 MI 48346 11200645 0 642 IL 60429 11200650 35980 642 IL 60429 11200660 0 522 OH 44130 11200718 0 590 AZ 86429 11200734 43500 629 FL 33443 11200736 0 629 FL 33443 11200738 15000 587 TX 78228 11200739 0 587 TX 78228 11200746 0 633 NY 11216 11200783 15600 762 TX 75040 11200793 0 606 TX 76123 11200831 0 643 CA 90002 11200846 105000 703 CA 94531 11200850 0 703 CA 94531 11200854 0 578 TX 78213 11200897 49400 618 VA 20109 11200898 0 618 VA 20109 11200939 0 595 UT 84401 11200941 0 559 CA 90002 11200967 0 503 CO 81503 11200996 0 641 CA 91977 11201005 106980 608 CA 92802 11201006 0 608 CA 92802 11201010 36000 741 ID 83854 11201011 0 741 ID 83854 11201020 0 584 CA 93436 11201021 95000 626 MA 2149 11201022 0 626 MA 2149 11201023 0 664 WA 98042 11201035 0 643 RI 2907 11201040 0 583 NJ 7060 11201080 84400 712 CA 95758 11201095 84800 679 MA 2148 11201096 0 679 MA 2148 11201099 22400 589 LA 70774 11201158 0 540 CT 6437 11201172 0 567 CT 6082 11201175 0 736 MA 2343 11201184 33020 801 RI 2888 11201185 0 801 RI 2888 11201190 0 535 TX 76065 11201196 0 593 VA 23223 11201199 0 680 MD 20772 11201209 32800 625 FL 33065 11201210 0 625 FL 33065 11201235 73748 633 NY 11717 11201272 41100 578 NC 27614 11201274 0 578 NC 27614 11201290 89000 694 NY 10472 11201295 0 645 RI 2904 11201304 38000 599 PA 15558 11201331 0 614 MA 2302 11201338 28000 706 TN 37772 11201339 0 706 TN 37772 11201355 155225 653 CA 90621 11201356 34473 747 NM 88011 11201362 0 653 CA 90621 11201406 0 621 CA 96069 11201410 0 604 MD 21740 11201420 72095 674 CA 93535 11201421 0 674 CA 93535 11201440 57000 617 IL 60634 11201441 0 599 PA 15558 11201442 0 617 IL 60634 11201459 0 540 RI 2905 11201536 0 569 MI 48235 11201560 0 583 CA 92571 11201564 0 552 CA 93550 11201569 0 690 CA 93536 11201583 0 574 NJ 8721 11201622 0 782 CA 92503 11201623 91000 634 CA 94553 11201625 0 634 CA 94553 11201627 0 536 TN 38351 11201676 83550 715 CA 90808 11201677 0 715 CA 90808 11201703 30400 659 TX 75149 11201717 0 659 TX 75149 11201731 0 515 TN 37312 11201744 103000 660 VA 20121 11201745 0 660 VA 20121 11201746 49800 583 CA 92571 11201754 0 654 CA 93551 11201775 0 610 MS 39206 11201782 49800 730 CA 93705 11201784 0 730 CA 93705 11201789 0 585 CT 6716 11201791 61200 671 CA 92557 11201794 0 671 CA 92557 11201803 0 588 LA 70003 11201806 0 521 TX 77099 11201817 0 000 XX 00000 11201825 87000 656 WI 53575 11201830 0 656 WI 53575 11201854 96000 696 NJ 7456 11201856 0 696 NJ 7456 11201876 24600 779 FL 32277 11201877 0 626 PA 19608 11201880 0 699 FL 34743 11201885 47000 620 CA 93535 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11202881 0 623 AZ 85086 11202910 0 646 FL 33713 11202914 103600 750 NY 11510 11202915 58400 673 FL 33139 11202916 0 673 FL 33139 11202919 0 750 NY 11510 11202966 63450 600 WI 53559 11202974 15875 604 OH 43311 11202981 0 604 OH 43311 11202989 39660 606 CA 93280 11202990 0 606 CA 93280 11202991 0 600 WI 53559 11203033 74000 711 NY 12508 11203048 0 607 NY 11735 11203055 0 747 CA 92835 11203058 0 614 MD 20747 11203075 0 631 NJ 8028 11203094 0 716 MA 1080 11203096 0 589 LA 70774 11203124 0 718 MA 1504 11203133 0 571 TX 77479 11203144 0 635 PA 15236 11203158 85500 669 CA 92336 11203161 0 669 CA 92336 11203182 72000 735 CA 91205 11203184 0 542 FL 32043 11203185 0 735 CA 91205 11203203 0 663 IL 60620 11203209 0 520 CA 95833 11203210 0 734 CA 90723 11203260 30000 734 CA 90723 11203272 41000 628 MD 20783 11203273 33000 672 FL 32822 11203274 0 672 FL 32822 11203276 0 628 MD 20783 11203286 28000 590 WA 98404 11203290 0 000 XX 00000 11203301 70000 642 CA 95209 11203305 0 000 XX 00000 11203314 29980 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618 CA 92821 11214112 0 524 CA 93534 11214117 0 518 TN 37398 11214121 75000 758 CA 92879 11214123 0 758 CA 92879 11214133 40000 648 NV 89101 11214136 0 648 NV 89101 11214178 100130 681 CA 91604 11214179 0 681 CA 91604 11214199 0 557 TX 76302 11214210 0 692 CA 93703 11214224 37400 682 FL 33166 11214226 0 682 FL 33166 11214230 56250 671 CA 91040 11214243 0 671 CA 91040 11214270 0 572 CA 90640 11214273 56000 630 CA 95660 11214297 0 681 NM 87106 11214304 0 685 IN 46805 11214305 0 630 CA 95660 11214306 165184 652 VA 22039 11214313 0 678 CA 94510 11214315 0 652 VA 22039 11214320 0 673 FL 32818 11214327 0 641 NM 87105 11214356 0 586 CA 95368 11214361 0 699 CA 90638 11214393 0 000 XX 00000 11214441 93000 653 CA 92057 11214444 0 653 CA 92057 11214448 27000 599 LA 70068 11214489 60000 595 VA 20110 11214490 0 595 VA 20110 11214501 0 603 CA 91605 11214578 15367.5 621 TX 77833 11214579 0 621 TX 77833 11214588 120000 658 CA 91504 11214594 71100 602 CA 90022 11214598 0 602 CA 90022 11214602 0 571 MI 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73142 11216618 0 664 OK 73142 11216621 23880 664 TX 77004 11216624 0 664 TX 77004 11216645 0 678 CA 92056 11216663 0 748 CA 92311 11216677 0 518 TX 75056 11216682 0 636 AZ 86406 11216702 66200 650 CA 91764 11216703 0 650 CA 91764 11216710 0 604 FL 34110 11216720 0 581 MA 1821 11216725 31000 805 OR 97367 11216726 0 805 OR 97367 11216760 23800 690 MO 63501 11216761 0 538 MS 39350 11216762 0 690 MO 63501 11216767 0 000 XX 00000 11216768 10550 566 CO 81003 11216770 103600 695 CA 92114 11216771 0 695 CA 92114 11216782 88000 701 CA 91405 11216783 0 701 CA 91405 11216800 111000 651 CA 92840 11216801 0 651 CA 92840 11216812 20400 599 OR 97601 11216816 0 599 OR 97601 11216827 0 732 CA 95670 11216838 48000 659 VA 20191 11216839 0 659 VA 20191 11216854 122000 677 NY 11377 11216855 0 677 NY 11377 11216882 0 691 CA 92056 11216883 43000 666 FL 32966 11216884 0 666 FL 32966 11216904 0 691 CA 90022 11216923 24980 666 MD 21239 11216927 0 666 MD 21239 11216947 55000 619 CA 93550 11216948 0 619 CA 93550 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91402 11217462 75000 673 MD 20903 11217496 0 530 VA 23462 11217498 0 538 NY 12057 11217512 69000 654 FL 34117 11217514 0 654 FL 34117 11217520 63800 584 MD 20706 11217542 72000 610 NY 11749 11217543 0 610 NY 11749 11217574 48000 605 NJ 8060 11217575 0 605 NJ 8060 11217591 0 636 TN 37803 11217600 0 636 IL 60005 11217634 0 558 FL 33777 11217674 52828 759 CA 92563 11217679 0 759 CA 92563 11217727 0 620 CA 91355 11217737 0 648 CA 92555 11217742 0 615 CA 90723 11217785 0 598 CA 91911 11217790 0 589 CA 95621 11217813 0 520 ME 4949 11217835 0 640 CA 91001 11217846 43000 632 CA 91402 11217849 0 632 CA 91402 11217893 0 623 TX 77058 11217894 0 630 CA 91402 11217908 0 575 MD 21629 11217910 24980 666 TN 37923 11217920 34840 676 CA 92201 11217930 0 554 CT 6357 11217948 0 676 CA 92201 11217959 74000 645 CA 92201 11217968 0 645 CA 92201 11218003 41400 596 WA 98001 11218006 0 000 XX 00000 11218019 44000 711 MO 65738 11218020 0 711 MO 65738 11218022 54000 683 CA 90247 11218023 0 683 CA 90247 11218027 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FL 32137 11218981 0 713 FL 32137 11218991 66000 698 CA 92551 11218992 0 698 CA 92551 11219019 32000 642 CT 6705 11219041 0 788 NY 13830 11219056 18750 788 NY 13830 11219067 63400 667 MA 1841 11219074 0 536 CO 80031 11219105 0 593 CA 93550 11219121 0 546 NJ 8106 11219123 0 650 CA 95832 11219124 94000 650 CA 95832 11219125 68900 739 MA 1970 11219143 29000 587 MD 21239 11219145 0 739 MA 1970 11219146 0 587 MD 21239 11219157 35800 638 FL 33127 11219162 0 529 VA 24401 11219176 0 663 FL 33765 11219177 0 000 XX 00000 11219188 34500 663 FL 33765 11219196 0 568 CT 6460 11219197 0 615 FL 33611 11219212 60800 661 MA 2673 11219229 98000 646 CA 91343 11219242 0 646 CA 91343 11219261 0 667 MA 1841 11219306 67000 657 MA 1854 11219309 0 766 WA 98466 11219310 0 654 CA 94589 11219312 0 657 MA 1854 11219313 29000 609 TX 75150 11219314 0 609 TX 75150 11219341 0 700 CA 91766 11219354 23980 644 LA 70706 11219363 134000 663 CA 91207 11219368 0 605 CA 90062 11219373 0 769 CA 92557 11219375 0 644 LA 70706 11219391 0 592 GA 30088 11219437 0 554 VA 22406 11219440 70000 659 VA 20111 11219453 0 659 VA 20111 11219454 0 659 AZ 85213 11219456 0 599 RI 2860 11219460 0 560 CA 94536 11219521 54600 616 CA 95210 11219522 74000 642 CA 90604 11219523 0 642 CA 90604 11219524 0 616 CA 95210 11219554 0 654 CA 91401 11219599 71800 607 TX 77450 11219600 0 607 TX 77450 11219627 109980 648 CA 92503 11219629 0 648 CA 92503 11219676 65000 645 CA 91402 11219677 0 645 CA 91402 11219679 42400 629 NV 89108 11219684 0 629 NV 89108 11219709 27180 668 NC 28212 11219714 72000 674 CA 93552 11219721 69000 648 VA 22191 11219723 0 648 VA 22191 11219732 0 597 VA 23513 11219741 63600 646 CA 92545 11219747 0 646 CA 92545 11219753 84000 717 CA 94565 11219755 0 717 CA 94565 11219765 0 596 TN 38118 11219769 17500 689 TN 37849 11219770 0 701 CA 93702 11219772 0 779 CA 92253 11219775 0 689 TN 37849 11219779 43000 590 CA 92201 11219780 0 590 CA 92201 11219782 87000 629 CA 92019 11219785 0 629 CA 92019 11219822 48000 633 CA 91762 11219824 0 633 CA 91762 11219838 0 609 CA 90631 11219839 0 615 FL 33010 11219842 56000 615 FL 33010 11219853 0 553 WA 98250 11219907 0 593 CA 94531 11219910 0 510 CA 92345 11219996 0 603 NV 89107 11220018 72000 646 CA 94587 11220019 0 646 CA 94587 11220025 0 576 NY 11776 11220028 71000 655 NC 28079 11220029 0 655 NC 28079 11220030 27980 612 NC 28146 11220031 0 612 NC 28146 11220038 30660 758 FL 34491 11220039 0 000 XX 00000 11220049 15300 724 MS 39212 11220056 38000 688 FL 34232 11220088 55000 600 MD 20743 11220102 0 600 MD 20743 11220127 0 611 CA 92223 11220164 29000 656 CT 6750 11220166 0 656 CT 6750 11220174 29464 593 MS 38671 11220183 28200 699 FL 34759 11220185 0 699 FL 34759 11220198 53000 670 WA 98020 11220199 0 670 WA 98020 11220207 0 622 MD 20640 11220229 0 747 CA 95376 11220239 0 734 CA 95350 11220254 0 753 NY 11777 11220255 0 533 CA 91402 11220326 60500 678 CA 93662 11220327 0 678 CA 93662 11220358 0 639 CA 92553 11220404 57800 617 AZ 86426 11220406 0 617 AZ 86426 11220523 0 520 MS 39204 11220530 0 640 MD 21224 11220537 0 651 CA 93307 11220543 19000 607 TX 76050 11220544 0 607 TX 76050 11220558 0 559 CA 94607 11220571 0 588 NH 3801 11220573 31700 583 FL 34758 11220582 0 583 FL 34758 11220588 0 577 NY 10552 11220592 0 656 MI 48507 11220607 0 628 CA 94531 11220624 63360 638 CA 91706 11220625 0 638 CA 91706 11220627 40300 697 FL 33971 11220640 0 697 FL 33971 11220674 67000 707 MD 20772 11220675 0 707 MD 20772 11220737 100000 634 CA 93041 11220738 0 634 CA 93041 11220739 32200 645 TX 76137 11220741 0 645 TX 76137 11220770 0 652 CA 93535 11220779 0 675 CA 91406 11220793 90000 675 CA 91406 11220809 0 501 AZ 85044 11220810 0 602 CA 95458 11220827 106000 618 CA 91911 11220833 0 618 CA 91913 11220839 0 644 CA 93505 11220843 52000 644 CA 93505 11220859 34320 602 CA 95458 11220909 0 644 CA 90302 11220919 0 639 NV 89511 11220920 85500 697 CA 92081 11220932 0 697 CA 92081 11220959 0 666 CA 92231 11220968 0 552 AZ 85225 11220972 0 547 CA 92801 11220976 0 670 CA 95687 11220998 0 744 FL 32221 11220999 46800 615 WA 98033 11221004 0 551 IL 60620 11221007 0 615 WA 98033 11221021 0 693 CA 91016 11221077 86400 679 CA 92109 11221078 0 679 CA 92109 11221087 81200 659 CA 94545 11221094 0 659 CA 94545 11221095 100380 674 CA 91331 11221096 0 674 CA 91331 11221115 0 669 FL 32766 11221151 0 626 FL 33126 11221169 0 536 LA 70131 11221174 0 609 NH 3882 11221217 72000 725 VA 20155 11221218 0 725 VA 20155 11221221 0 640 NJ 8757 11221222 97800 695 CA 90247 11221223 0 695 CA 90247 11221236 108400 618 MD 20613 11221250 0 000 XX 00000 11221254 13935 633 TN 38141 11221257 0 633 TN 38141 11221277 0 560 TN 37127 11221282 0 690 MA 2151 11221283 29200 690 MA 2151 11221296 0 654 NY 11702 11221306 19000 585 NC 28403 11221307 0 585 NC 28403 11221336 39400 613 DE 19701 11221339 0 613 DE 19701 11221351 50000 658 IL 60639 11221352 80000 660 NY 11429 11221353 0 660 NY 11429 11221354 0 618 CA 91324 11221355 0 658 IL 60639 11221397 16980 605 FL 32210 11221404 24400 594 WI 53219 11221405 0 594 WI 53219 11221409 0 605 FL 32210 11221465 0 581 NM 87144 11221517 0 648 MS 39213 11221571 74000 613 CA 92139 11221576 0 613 CA 92139 11221587 110000 646 CA 91775 11221593 0 646 CA 91775 11221598 0 000 XX 00000 11221610 50250 601 MD 20781 11221661 0 674 TX 75227 11221662 60000 646 VA 22192 11221663 0 646 VA 22192 11221671 67202 673 NV 89084 11221684 0 538 CA 92557 11221687 81790 618 CA 95828 11221760 0 585 CA 91761 11221766 0 600 VA 23231 11221786 0 624 NJ 7430 11221788 0 673 NV 89084 11221820 103000 586 CA 95688 11221821 0 586 CA 95688 11221825 0 618 CA 95828 11221847 0 741 VA 20111 11221871 0 511 MS 39204 11221873 0 537 PA 17044 11221915 66000 635 CA 95355 11221920 0 635 CA 95355 11221922 0 534 CA 93551 11221927 0 576 AZ 85306 11221930 0 584 PA 15084 11221985 20000 671 PA 16201 11222011 0 513 CA 92544 11222025 58000 715 CA 90031 11222027 0 715 CA 90031 11222040 0 000 XX 00000 11222051 133000 619 CA 93030 11222053 0 619 CA 93030 11222062 0 654 MN 56378 11222106 113000 684 CA 92025 11222110 0 684 CA 92025 11222111 0 601 WA 98223 11222114 0 666 CA 92270 11222164 0 595 CA 92407 11222192 0 639 AZ 85249 11222199 71000 687 CA 91362 11222202 33700 653 FL 32073 11222212 0 614 CA 93306 11222218 0 653 FL 32073 11222225 92000 697 VA 22030 11222236 0 697 VA 22030 11222245 35085 658 TX 77073 11222246 0 658 TX 77073 11222255 140000 695 NV 89149 11222257 0 695 NV 89149 11222283 53000 612 NV 89503 11222290 0 612 NV 89503 11222291 0 695 NV 89110 11222292 0 725 MD 20851 11222294 80000 725 MD 20851 11222329 0 617 FL 32725 11222336 0 612 NJ 7735 11222344 0 601 CA 95648 11222347 0 568 CA 91320 11222357 0 609 CA 92553 11222363 0 508 CA 91701 11222364 200112 639 NY 11372 11222365 0 639 NY 11372 11222371 0 587 CA 90501 11222373 43800 722 CO 80033 11222374 0 722 CO 80033 11222379 0 607 CA 95148 11222394 0 617 MT 59602 11222413 0 600 CA 93535 11222423 52000 681 CA 90222 11222424 0 681 CA 90222 11222437 0 754 NV 89148 11222438 0 619 CA 92395 11222439 0 622 CA 92562 11222441 62800 683 CA 95380 11222442 0 683 CA 95380 11222477 85000 611 CA 93454 11222478 0 611 CA 93454 11222502 0 732 WA 98026 11222572 0 590 VT 5454 11222582 14200 712 OH 45410 11222583 0 712 OH 45410 11222618 0 648 CA 93215 11222626 0 553 NY 10304 11222635 0 645 NV 89141 11222641 0 646 MI 48235 11222647 31500 613 IL 60803 11222649 0 613 IL 60803 11222692 0 505 MT 59868 11222704 23400 618 IL 60411 11222715 0 741 NJ 8520 11222718 0 612 FL 33131 11222722 38000 581 CO 80239 11222724 0 581 CO 80239 11222740 0 701 CA 92019 11222745 145400 641 CA 93510 11222748 0 641 CA 93510 11222753 0 553 CA 92377 11222762 0 626 CA 95624 11222783 0 624 CA 91732 11222792 46000 654 GA 30314 11222793 0 654 GA 30314 11222819 41500 668 CA 95828 11222870 19800 631 WI 53544 11222885 0 631 WI 53544 11222932 0 668 CA 90002 11222937 0 639 CA 90247 11222960 144000 699 MD 21771 11222962 0 699 MD 21771 11222963 0 637 CA 95667 11222977 0 633 CA 92335 11223018 0 625 CA 93309 11223024 28560 637 MO 65714 11223032 0 637 MO 65714 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95451 11199086 0 646 CA 95451 11199411 42200 593 CA 93309 11199419 0 593 CA 93309 11199736 0 629 TX 77449 11199758 119990 603 CA 92373 11199760 0 603 CA 92373 11199973 100458.81 613 CA 92627 11199975 0 613 CA 92627 11200044 0 598 CA 90027 11200092 15052.52 726 TX 75232 11200100 0 726 TX 75232 11200176 23200 633 NC 27560 11200185 0 633 NC 27560 11200215 72000 577 NY 11553 11200218 0 577 NY 11553 11200913 32019.71 587 AZ 85242 11200914 0 587 AZ 85242 11200942 40100.9 653 WA 99324 11200943 0 000 XX 00000 11201063 27860 702 SC 29301 11201064 0 702 SC 29301 11201097 111500 738 CA 91342 11201098 0 738 CA 91342 11201168 0 741 NJ 8016 11201169 43500 741 NJ 8016 11201293 0 622 MA 1860 11201749 49000 727 MI 48137 11201811 0 616 MO 63114 11202028 0 556 NY 11691 11202057 0 582 MS 39212 11202155 0 548 WA 98043 11202184 26093.56 634 CA 93637 11202185 0 634 CA 93637 11202650 35000 718 MD 21214 11202662 0 718 MD 21214 11202822 0 573 MS 39553 11203027 0 625 CA 90805 11203340 0 667 CA 93550 11203347 0 556 CA 93030 11203366 48973.91 603 CA 92411 11203367 0 603 CA 92411 11203449 0 668 CA 93305 11203854 0 553 FL 33710 11203885 0 528 WA 98168 11204000 0 615 MD 20772 11204046 62000 625 NJ 8007 11204049 0 625 NJ 8007 11204086 0 619 NV 89149 11204168 0 562 CA 93638 11204328 120240 659 CA 90703 11204329 0 659 CA 90703 11204330 46000 658 CA 90262 11204332 0 658 CA 90262 11204437 0 554 MD 20720 11204500 0 668 PA 19425 11204509 42000 668 PA 19425 11204523 0 689 IL 60611 11204626 0 646 CA 90059 11204681 0 632 NV 89101 11204977 58400 616 FL 33313 11204980 0 616 FL 33313 11205029 0 527 CA 92553 11205115 0 624 LA 70737 11205432 0 609 NJ 7827 11205513 0 631 CA 90031 11205568 0 616 NC 28078 11205625 0 562 OR 97304 11205662 0 623 VA 20120 11205844 60600 600 PA 19355 11205851 0 600 PA 19355 11205923 29400 526 TX 76262 11205927 0 526 TX 76262 11205992 0 503 IL 60619 11206099 0 614 AZ 85338 11206303 0 562 MA 1841 11206505 60991.4 672 CA 92037 11206708 52000 609 LA 70563 11206710 45800 741 CA 92234 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90061 11224473 0 655 NY 11757 11224542 54200 682 MA 2124 11224543 0 682 MA 2124 11224547 27200 660 MI 48240 11224548 0 655 NV 89131 11224559 0 660 MI 48240 11224601 67380 652 CA 92234 11224603 0 652 CA 92234 11224646 0 641 CA 92253 11224679 0 614 RI 2919 11224750 0 669 MD 20878 11224788 0 503 FL 32909 11224792 57800 580 NV 89130 11224820 84300 761 CA 93551 11224821 0 761 CA 93551 11224828 0 580 NV 89130 11224848 0 582 CA 94080 11224856 0 648 UT 84770 11224878 0 601 WY 82070 11224888 46800 675 CA 93535 11224890 0 675 CA 93535 11224913 15000 600 MO 64804 11224932 0 600 MO 64804 11224933 0 000 XX 00000 11224963 41600 651 WA 98375 11224964 0 651 WA 98375 11224995 0 625 WA 98498 11225002 0 556 CA 90003 11225089 212250 675 CA 92649 11225091 0 675 CA 92649 11225196 134600 725 CA 95148 11225254 0 652 NJ 8629 11225256 45000 725 CT 6082 11225257 0 725 CT 6082 11225274 0 593 MD 21218 11225374 0 543 TX 77511 11225379 70000 668 MA 1473 11225385 0 668 MA 1473 11225413 0 630 WA 98203 11225423 0 633 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730 CA 90022 11230218 0 581 CA 92543 11230237 0 608 FL 34476 11230241 99800 689 CA 90007 11230242 0 689 CA 90007 11230270 0 630 CA 93309 11230271 109000 647 CA 95122 11230272 0 647 CA 95122 11230335 0 644 GA 31707 11230359 31600 646 FL 33912 11230366 0 646 FL 33912 11230377 32400 648 FL 33167 11230404 0 680 FL 33559 11230414 24800 650 IL 60660 11230416 0 650 IL 60660 11230450 49000 711 RI 2859 11230464 0 711 RI 2859 11230466 0 648 FL 33167 11230475 32600 740 FL 33010 11230478 0 740 FL 33010 11230519 43100 636 VA 23663 11230520 0 636 VA 23663 11230534 0 628 MD 21085 11230559 0 711 TX 75401 11230579 0 563 CA 92335 11230607 0 648 IL 60107 11230613 77400 706 NY 11419 11230614 0 706 NY 11419 11230618 0 658 MO 63301 11230620 31380 658 MO 63301 11230675 0 604 WA 98662 11230678 0 592 GA 30273 11230688 0 595 MA 1913 11230697 0 663 CA 95076 11230700 28400 643 FL 33415 11230706 18400 589 MO 63138 11230707 0 643 FL 33415 11230719 0 649 OR 97229 11230721 0 589 MO 63138 11230724 0 576 VA 22193 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91730 11231408 0 634 CA 91730 11231419 29800 609 CO 80403 11231421 0 609 CO 80403 11231474 0 707 IL 60629 11231476 109000 622 CA 94565 11231491 0 645 CA 92563 11231494 108600 645 CA 92563 11231508 0 717 TX 77346 11231514 68800 604 OR 97530 11231524 0 604 OR 97530 11231530 0 561 MD 21201 11231534 0 715 CA 90044 11231536 0 571 CA 90255 11231617 0 664 CA 91331 11231636 55400 593 NV 89142 11231637 0 593 NV 89142 11231642 125000 635 CA 91504 11231644 0 635 CA 91504 11231649 0 560 CA 93727 11231677 29800 704 WA 98409 11231678 0 704 WA 98409 11231687 0 562 CA 92508 11231758 0 710 TX 77089 11231788 16600 680 MO 65608 11231801 0 680 MO 65608 11231808 85000 711 CA 95835 11231811 31000 594 NC 27295 11231812 54000 640 NY 11967 11231813 0 640 NY 11967 11231823 53000 739 VA 22203 11231824 32800 613 FL 33183 11231827 0 613 FL 33183 11231834 0 739 VA 22203 11231835 0 594 NC 27295 11231854 0 590 CA 91606 11231891 0 732 CA 92354 11231894 0 528 MS 39204 11231899 0 716 CA 94550 11231908 98000 604 CA 91007 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11197854 1 FAMILY 1 N 11197864 1 FAMILY 1 N 11197894 PUD 1 N 11197915 PUD 1 N 11197953 1 FAMILY 1 N 11198021 1 FAMILY 1 N 11198066 PUD 1 N 11198067 1 FAMILY 1 N 11198068 1 FAMILY 1 N 11198074 1 FAMILY 1 N 11198075 1 FAMILY 1 N 11198083 CONDO 1 N 11198086 1 FAMILY 1 N 11198088 1 FAMILY 1 N 11198089 CONDO 1 N 11198105 2 - 4 FAM 2 N 11198106 1 FAMILY 1 N 11198107 1 FAMILY 1 N 11198128 2 - 4 FAM 2 N 11198132 2 - 4 FAM 2 N 11198175 1 FAMILY 1 N 11198211 1 FAMILY 1 N 11198254 1 FAMILY 1 N 11198263 1 FAMILY 1 N 11198271 CONDO 1 N 11198274 CONDO 1 N 11198277 CONDO 1 N 11198278 1 FAMILY 1 N 11198312 1 FAMILY 1 N 11198313 1 FAMILY 1 N 11198338 PUD 1 N 11198339 PUD 1 N 11198347 1 FAMILY 1 N 11198353 1 FAMILY 1 N 11198364 1 FAMILY 1 N 11198374 1 FAMILY 1 N 11198378 1 FAMILY 1 N 11198394 2 - 4 FAM 3 N 11198401 CONDO 1 N 11198409 CONDO 1 N 11198447 1 FAMILY 1 N 11198448 1 FAMILY 1 N 11198456 CONDO 1 N 11198459 CONDO 1 N 11198463 1 FAMILY 1 N 11198465 1 FAMILY 1 N 11198466 1 FAMILY 1 N 11198509 1 FAMILY 1 N 11198514 1 FAMILY 1 N 11198520 1 FAMILY 1 N 11198522 1 FAMILY 1 N 11198526 2 - 4 FAM 2 N 11198529 1 FAMILY 1 N 11198551 PUD 1 N 11198553 PUD 1 N 11198577 PUD 1 N 11198589 1 FAMILY 1 N 11198591 1 FAMILY 1 N 11198597 1 FAMILY 1 N 11198598 1 FAMILY 1 N 11198633 PUD 1 N 11198666 1 FAMILY 1 N 11198673 1 FAMILY 1 N 11198684 1 FAMILY 1 N 11198729 1 FAMILY 1 N 11198749 1 FAMILY 1 N 11198750 1 FAMILY 1 N 11198789 1 FAMILY 1 N 11198835 1 FAMILY 1 N 11198900 1 FAMILY 1 N 11198903 1 FAMILY 1 N 11198926 1 FAMILY 1 N 11198928 1 FAMILY 1 N 11198931 1 FAMILY 1 N 11198945 1 FAMILY 1 N 11198956 CONDO 1 N 11198981 1 FAMILY 1 N 11198998 1 FAMILY 1 N 11199037 1 FAMILY 1 N 11199038 1 FAMILY 1 N 11199051 1 FAMILY 1 N 11199064 1 FAMILY 1 N 11199099 1 FAMILY 1 N 11199101 1 FAMILY 1 N 11199105 1 FAMILY 1 N 11199106 1 FAMILY 1 N 11199175 1 FAMILY 1 N 11199190 CONDO 1 N 11199215 1 FAMILY 1 N 11199217 1 FAMILY 1 N 11199218 1 FAMILY 1 N 11199233 CONDO 1 N 11199296 1 FAMILY 1 N 11199299 PUD 1 N 11199351 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11200206 1 FAMILY 1 N 11200254 1 FAMILY 1 N 11200257 1 FAMILY 1 N 11200288 PUD 1 N 11200299 1 FAMILY 1 N 11200300 1 FAMILY 1 N 11200323 1 FAMILY 1 N 11200327 1 FAMILY 1 N 11200328 PUD 1 N 11200329 1 FAMILY 1 N 11200346 1 FAMILY 1 N 11200348 1 FAMILY 1 N 11200352 1 FAMILY 1 N 11200362 1 FAMILY 1 N 11200363 1 FAMILY 1 N 11200364 1 FAMILY 1 N 11200366 1 FAMILY 1 N 11200371 1 FAMILY 1 N 11200372 1 FAMILY 1 N 11200381 1 FAMILY 1 N 11200382 CONDO 1 N 11200383 CONDO 1 N 11200400 1 FAMILY 1 N 11200402 1 FAMILY 1 N 11200403 1 FAMILY 1 N 11200404 1 FAMILY 1 N 11200412 CONDO 1 N 11200413 1 FAMILY 1 N 11200425 1 FAMILY 1 N 11200450 PUD 1 N 11200455 PUD 1 N 11200464 1 FAMILY 1 N 11200472 2 - 4 FAM 4 N 11200476 CONDO 1 N 11200481 CONDO 1 N 11200488 CONDO 1 N 11200495 1 FAMILY 1 N 11200496 1 FAMILY 1 N 11200498 1 FAMILY 1 N 11200499 1 FAMILY 1 N 11200500 1 FAMILY 1 N 11200511 1 FAMILY 1 N 11200547 PUD 1 N 11200548 1 FAMILY 1 N 11200549 1 FAMILY 1 N 11200550 1 FAMILY 1 N 11200572 1 FAMILY 1 N 11200577 1 FAMILY 1 N 11200645 PUD 1 N 11200650 PUD 1 N 11200660 1 FAMILY 1 N 11200718 1 FAMILY 1 N 11200734 PUD 1 N 11200736 PUD 1 N 11200738 1 FAMILY 1 N 11200739 1 FAMILY 1 N 11200746 2 - 4 FAM 2 N 11200783 1 FAMILY 1 N 11200793 PUD 1 N 11200831 2 - 4 FAM 2 N 11200846 1 FAMILY 1 N 11200850 1 FAMILY 1 N 11200854 1 FAMILY 1 N 11200897 CONDO 1 N 11200898 CONDO 1 N 11200939 1 FAMILY 1 N 11200941 1 FAMILY 1 N 11200967 1 FAMILY 1 N 11200996 1 FAMILY 1 N 11201005 1 FAMILY 1 N 11201006 1 FAMILY 1 N 11201010 1 FAMILY 1 N 11201011 1 FAMILY 1 N 11201020 1 FAMILY 1 N 11201021 1 FAMILY 1 N 11201022 1 FAMILY 1 N 11201023 1 FAMILY 1 N 11201035 2 - 4 FAM 2 N 11201040 2 - 4 FAM 2 N 11201080 1 FAMILY 1 N 11201095 2 - 4 FAM 2 N 11201096 2 - 4 FAM 2 N 11201099 1 FAMILY 1 N 11201158 1 FAMILY 1 N 11201172 1 FAMILY 1 N 11201175 1 FAMILY 1 N 11201184 CONDO 1 N 11201185 CONDO 1 N 11201190 1 FAMILY 1 N 11201196 1 FAMILY 1 N 11201199 1 FAMILY 1 N 11201209 CONDO 1 N 11201210 CONDO 1 N 11201235 1 FAMILY 1 N 11201272 PUD 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FAMILY 1 N 11201854 1 FAMILY 1 N 11201856 1 FAMILY 1 N 11201876 1 FAMILY 1 N 11201877 1 FAMILY 1 N 11201880 PUD 1 N 11201885 1 FAMILY 1 N 11201886 1 FAMILY 1 N 11201912 1 FAMILY 1 N 11201916 1 FAMILY 1 N 11201957 1 FAMILY 1 N 11201959 1 FAMILY 1 N 11201976 1 FAMILY 1 N 11202005 1 FAMILY 1 N 11202008 1 FAMILY 1 N 11202009 1 FAMILY 1 N 11202039 1 FAMILY 1 N 11202065 1 FAMILY 1 N 11202075 1 FAMILY 1 N 11202080 1 FAMILY 1 N 11202112 1 FAMILY 1 N 11202138 1 FAMILY 1 N 11202181 CONDO 1 N 11202219 1 FAMILY 1 N 11202220 1 FAMILY 1 N 11202263 1 FAMILY 1 N 11202264 1 FAMILY 1 N 11202275 PUD 1 N 11202289 1 FAMILY 1 N 11202290 1 FAMILY 1 N 11202301 1 FAMILY 1 N 11202302 1 FAMILY 1 N 11202309 PUD 1 N 11202310 PUD 1 N 11202327 1 FAMILY 1 N 11202351 1 FAMILY 1 N 11202352 1 FAMILY 1 N 11202361 1 FAMILY 1 N 11202381 PUD 1 N 11202382 PUD 1 N 11202396 1 FAMILY 1 N 11202409 1 FAMILY 1 N 11202415 1 FAMILY 1 N 11202416 1 FAMILY 1 N 11202418 1 FAMILY 1 N 11202431 1 FAMILY 1 N 11202432 1 FAMILY 1 N 11202439 1 FAMILY 1 N 11202450 1 FAMILY 1 N 11202467 2 - 4 FAM 2 N 11202471 1 FAMILY 1 N 11202472 1 FAMILY 1 N 11202476 1 FAMILY 1 N 11202486 CONDO 1 N 11202487 CONDO 1 N 11202517 1 FAMILY 1 N 11202521 1 FAMILY 1 N 11202531 PUD 1 N 11202548 1 FAMILY 1 N 11202567 1 FAMILY 1 N 11202570 PUD 1 N 11202574 PUD 1 N 11202597 1 FAMILY 1 N 11202598 1 FAMILY 1 N 11202631 1 FAMILY 1 N 11202633 1 FAMILY 1 N 11202645 1 FAMILY 1 N 11202651 1 FAMILY 1 N 11202652 1 FAMILY 1 N 11202709 1 FAMILY 1 N 11202722 1 FAMILY 1 N 11202725 1 FAMILY 1 N 11202730 1 FAMILY 1 N 11202731 1 FAMILY 1 N 11202738 1 FAMILY 1 N 11202742 PUD 1 N 11202743 PUD 1 N 11202777 PUD 1 N 11202795 1 FAMILY 1 N 11202808 1 FAMILY 1 N 11202833 1 FAMILY 1 N 11202848 2 - 4 FAM 2 N 11202856 1 FAMILY 1 N 11202858 1 FAMILY 1 N 11202876 1 FAMILY 1 N 11202880 1 FAMILY 1 N 11202881 PUD 1 N 11202910 1 FAMILY 1 N 11202914 1 FAMILY 1 N 11202915 CONDO 1 N 11202916 CONDO 1 N 11202919 1 FAMILY 1 N 11202966 1 FAMILY 1 N 11202974 1 FAMILY 1 N 11202981 1 FAMILY 1 N 11202989 1 FAMILY 1 N 11202990 1 FAMILY 1 N 11202991 1 FAMILY 1 N 11203033 1 FAMILY 1 N 11203048 1 FAMILY 1 N 11203055 1 FAMILY 1 N 11203058 1 FAMILY 1 N 11203075 1 FAMILY 1 N 11203094 1 FAMILY 1 N 11203096 1 FAMILY 1 N 11203124 1 FAMILY 1 N 11203133 PUD 1 N 11203144 1 FAMILY 1 N 11203158 1 FAMILY 1 N 11203161 1 FAMILY 1 N 11203182 CONDO 1 N 11203184 1 FAMILY 1 N 11203185 CONDO 1 N 11203203 1 FAMILY 1 N 11203209 1 FAMILY 1 N 11203210 1 FAMILY 1 N 11203260 1 FAMILY 1 N 11203272 CONDO 1 N 11203273 1 FAMILY 1 N 11203274 1 FAMILY 1 N 11203276 CONDO 1 N 11203286 1 FAMILY 1 N 11203290 1 FAMILY 1 N 11203301 1 FAMILY 1 N 11203305 1 FAMILY 1 N 11203314 1 FAMILY 1 N 11203330 1 FAMILY 1 N 11203335 1 FAMILY 1 N 11203354 1 FAMILY 1 N 11203363 1 FAMILY 1 N 11203385 1 FAMILY 1 N 11203393 1 FAMILY 1 N 11203394 1 FAMILY 1 N 11203400 1 FAMILY 1 N 11203402 1 FAMILY 1 N 11203413 1 FAMILY 1 N 11203427 1 FAMILY 1 N 11203429 1 FAMILY 1 N 11203430 1 FAMILY 1 N 11203435 1 FAMILY 1 N 11203437 1 FAMILY 1 N 11203474 1 FAMILY 1 N 11203494 1 FAMILY 1 N 11203501 1 FAMILY 1 N 11203502 1 FAMILY 1 N 11203509 1 FAMILY 1 N 11203511 CONDO 1 N 11203514 PUD 1 N 11203519 1 FAMILY 1 N 11203574 1 FAMILY 1 N 11203575 1 FAMILY 1 N 11203590 PUD 1 N 11203660 1 FAMILY 1 N 11203663 CONDO 1 N 11203665 CONDO 1 N 11203683 PUD 1 N 11203684 PUD 1 N 11203703 1 FAMILY 1 N 11203704 1 FAMILY 1 N 11203722 1 FAMILY 1 N 11203723 1 FAMILY 1 N 11203732 CONDO 1 N 11203733 CONDO 1 N 11203750 CONDO 1 N 11203751 CONDO 1 N 11203753 1 FAMILY 1 N 11203754 1 FAMILY 1 N 11203755 1 FAMILY 1 N 11203756 1 FAMILY 1 N 11203770 1 FAMILY 1 N 11203781 1 FAMILY 1 N 11203782 1 FAMILY 1 N 11203802 1 FAMILY 1 N 11203812 1 FAMILY 1 N 11203827 1 FAMILY 1 N 11203835 1 FAMILY 1 N 11203846 PUD 1 N 11203847 PUD 1 N 11203879 CONDO 1 N 11203881 CONDO 1 N 11203889 1 FAMILY 1 N 11203890 1 FAMILY 1 N 11203901 2 - 4 FAM 4 N 11203904 2 - 4 FAM 4 N 11203905 2 - 4 FAM 4 N 11203976 1 FAMILY 1 N 11203979 1 FAMILY 1 N 11203987 1 FAMILY 1 N 11204026 1 FAMILY 1 N 11204031 1 FAMILY 1 N 11204037 CONDO 1 N 11204038 CONDO 1 N 11204061 PUD 1 N 11204064 CONDO 1 N 11204068 1 FAMILY 1 N 11204072 1 FAMILY 1 N 11204076 1 FAMILY 1 N 11204079 1 FAMILY 1 N 11204080 1 FAMILY 1 N 11204084 1 FAMILY 1 N 11204105 CONDO 1 N 11204126 1 FAMILY 1 N 11204177 1 FAMILY 1 N 11204179 1 FAMILY 1 N 11204189 1 FAMILY 1 N 11204194 CONDO 1 N 11204197 1 FAMILY 1 N 11204210 2 - 4 FAM 2 N 11204218 PUD 1 N 11204220 1 FAMILY 1 N 11204223 CONDO 1 N 11204225 CONDO 1 N 11204226 1 FAMILY 1 N 11204248 CONDO 1 N 11204254 1 FAMILY 1 N 11204290 1 FAMILY 1 N 11204291 1 FAMILY 1 N 11204300 1 FAMILY 1 N 11204316 1 FAMILY 1 N 11204345 1 FAMILY 1 N 11204358 1 FAMILY 1 N 11204391 CONDO 1 N 11204394 1 FAMILY 1 N 11204396 1 FAMILY 1 N 11204410 1 FAMILY 1 N 11204411 1 FAMILY 1 N 11204427 1 FAMILY 1 N 11204431 1 FAMILY 1 N 11204436 1 FAMILY 1 N 11204447 2 - 4 FAM 2 N 11204480 CONDO 1 N 11204481 CONDO 1 N 11204483 PUD 1 N 11204484 PUD 1 N 11204510 1 FAMILY 1 N 11204511 1 FAMILY 1 N 11204513 1 FAMILY 1 N 11204533 CONDO 1 N 11204534 CONDO 1 N 11204609 1 FAMILY 1 N 11204610 1 FAMILY 1 N 11204624 1 FAMILY 1 N 11204656 1 FAMILY 1 N 11204677 1 FAMILY 1 N 11204714 1 FAMILY 1 N 11204728 1 FAMILY 1 N 11204730 1 FAMILY 1 N 11204777 CONDO 1 N 11204787 CONDO 1 N 11204790 1 FAMILY 1 N 11204796 PUD 1 N 11204800 1 FAMILY 1 N 11204802 1 FAMILY 1 N 11204805 1 FAMILY 1 N 11204820 1 FAMILY 1 N 11204825 1 FAMILY 1 N 11204836 1 FAMILY 1 N 11204842 1 FAMILY 1 N 11204854 1 FAMILY 1 N 11204855 1 FAMILY 1 N 11204864 1 FAMILY 1 N 11204907 1 FAMILY 1 N 11204908 1 FAMILY 1 N 11204911 1 FAMILY 1 N 11204916 1 FAMILY 1 N 11204928 1 FAMILY 1 N 11204935 1 FAMILY 1 N 11204936 1 FAMILY 1 N 11204949 1 FAMILY 1 N 11204952 1 FAMILY 1 N 11204974 1 FAMILY 1 N 11204975 1 FAMILY 1 N 11204979 1 FAMILY 1 N 11204986 2 - 4 FAM 3 N 11205032 1 FAMILY 1 N 11205036 1 FAMILY 1 N 11205044 PUD 1 N 11205067 PUD 1 N 11205072 PUD 1 N 11205073 PUD 1 N 11205076 1 FAMILY 1 N 11205077 1 FAMILY 1 N 11205079 1 FAMILY 1 N 11205088 PUD 1 N 11205090 PUD 1 N 11205122 1 FAMILY 1 N 11205139 1 FAMILY 1 N 11205179 1 FAMILY 1 N 11205200 1 FAMILY 1 N 11205201 1 FAMILY 1 N 11205205 1 FAMILY 1 N 11205226 1 FAMILY 1 N 11205231 1 FAMILY 1 N 11205232 1 FAMILY 1 N 11205233 1 FAMILY 1 N 11205248 1 FAMILY 1 N 11205276 1 FAMILY 1 N 11205283 1 FAMILY 1 N 11205311 1 FAMILY 1 N 11205312 1 FAMILY 1 N 11205330 1 FAMILY 1 N 11205343 1 FAMILY 1 N 11205398 1 FAMILY 1 N 11205401 1 FAMILY 1 N 11205421 1 FAMILY 1 N 11205422 1 FAMILY 1 N 11205441 1 FAMILY 1 N 11205455 1 FAMILY 1 N 11205469 PUD 1 N 11205472 2 - 4 FAM 2 N 11205486 PUD 1 N 11205488 PUD 1 N 11205491 PUD 1 N 11205494 PUD 1 N 11205515 2 - 4 FAM 2 N 11205518 PUD 1 N 11205519 PUD 1 N 11205520 PUD 1 N 11205542 PUD 1 N 11205552 CONDO 1 N 11205553 1 FAMILY 1 N 11205557 1 FAMILY 1 N 11205558 1 FAMILY 1 N 11205561 PUD 1 N 11205562 1 FAMILY 1 N 11205571 1 FAMILY 1 N 11205573 1 FAMILY 1 N 11205644 1 FAMILY 1 N 11205647 1 FAMILY 1 N 11205663 1 FAMILY 1 N 11205665 1 FAMILY 1 N 11205672 PUD 1 N 11205681 1 FAMILY 1 N 11205725 1 FAMILY 1 N 11205742 1 FAMILY 1 N 11205743 1 FAMILY 1 N 11205795 1 FAMILY 1 N 11205823 1 FAMILY 1 N 11205846 CONDO 1 N 11205854 1 FAMILY 1 N 11205862 CONDO 1 N 11205887 1 FAMILY 1 N 11205890 1 FAMILY 1 N 11205907 1 FAMILY 1 N 11205930 1 FAMILY 1 N 11205953 1 FAMILY 1 N 11205983 2 - 4 FAM 2 N 11205988 1 FAMILY 1 N 11206023 1 FAMILY 1 N 11206029 1 FAMILY 1 N 11206063 1 FAMILY 1 N 11206064 1 FAMILY 1 N 11206085 1 FAMILY 1 N 11206100 1 FAMILY 1 N 11206102 1 FAMILY 1 N 11206104 1 FAMILY 1 N 11206172 1 FAMILY 1 N 11206186 CONDO 1 N 11206190 CONDO 1 N 11206202 1 FAMILY 1 N 11206204 1 FAMILY 1 N 11206212 1 FAMILY 1 N 11206215 2 - 4 FAM 2 N 11206217 2 - 4 FAM 2 N 11206221 2 - 4 FAM 2 N 11206227 1 FAMILY 1 N 11206242 1 FAMILY 1 N 11206245 1 FAMILY 1 N 11206249 1 FAMILY 1 N 11206259 1 FAMILY 1 N 11206261 1 FAMILY 1 N 11206275 1 FAMILY 1 N 11206276 1 FAMILY 1 N 11206374 1 FAMILY 1 N 11206383 1 FAMILY 1 N 11206392 2 - 4 FAM 2 N 11206404 1 FAMILY 1 N 11206407 1 FAMILY 1 N 11206410 PUD 1 N 11206414 PUD 1 N 11206435 1 FAMILY 1 N 11206436 1 FAMILY 1 N 11206449 1 FAMILY 1 N 11206491 1 FAMILY 1 N 11206510 1 FAMILY 1 N 11206519 PUD 1 N 11206523 1 FAMILY 1 N 11206527 1 FAMILY 1 N 11206543 1 FAMILY 1 N 11206544 1 FAMILY 1 N 11206547 1 FAMILY 1 N 11206548 1 FAMILY 1 N 11206563 1 FAMILY 1 N 11206602 1 FAMILY 1 N 11206604 1 FAMILY 1 N 11206605 1 FAMILY 1 N 11206628 2 - 4 FAM 2 N 11206641 1 FAMILY 1 N 11206647 1 FAMILY 1 N 11206648 1 FAMILY 1 N 11206672 2 - 4 FAM 2 N 11206682 1 FAMILY 1 N 11206695 1 FAMILY 1 N 11206719 1 FAMILY 1 N 11206728 1 FAMILY 1 N 11206742 1 FAMILY 1 N 11206743 1 FAMILY 1 N 11206760 1 FAMILY 1 N 11206770 1 FAMILY 1 N 11206771 1 FAMILY 1 N 11206782 1 FAMILY 1 N 11206783 1 FAMILY 1 N 11206817 1 FAMILY 1 N 11206826 1 FAMILY 1 N 11206830 PUD 1 N 11206851 1 FAMILY 1 N 11206868 1 FAMILY 1 N 11206869 1 FAMILY 1 N 11206879 1 FAMILY 1 N 11206895 1 FAMILY 1 N 11206896 PUD 1 N 11206930 1 FAMILY 1 N 11206945 1 FAMILY 1 N 11206968 1 FAMILY 1 N 11206969 1 FAMILY 1 N 11206987 1 FAMILY 1 N 11206995 1 FAMILY 1 N 11206996 1 FAMILY 1 N 11207049 CONDO 1 N 11207051 CONDO 1 N 11207054 1 FAMILY 1 N 11207055 1 FAMILY 1 N 11207081 1 FAMILY 1 N 11207082 PUD 1 N 11207085 PUD 1 N 11207102 1 FAMILY 1 N 11207103 2 - 4 FAM 2 N 11207104 1 FAMILY 1 N 11207105 1 FAMILY 1 N 11207106 2 - 4 FAM 2 N 11207112 1 FAMILY 1 N 11207115 PUD 1 N 11207118 CONDO 1 N 11207124 CONDO 1 N 11207130 PUD 1 N 11207134 PUD 1 N 11207156 1 FAMILY 1 N 11207160 1 FAMILY 1 N 11207161 1 FAMILY 1 N 11207163 CONDO 1 N 11207164 1 FAMILY 1 N 11207188 CONDO 1 N 11207195 CONDO 1 N 11207196 1 FAMILY 1 N 11207198 1 FAMILY 1 N 11207199 1 FAMILY 1 N 11207217 1 FAMILY 1 N 11207218 1 FAMILY 1 N 11207226 1 FAMILY 1 N 11207227 1 FAMILY 1 N 11207241 1 FAMILY 1 N 11207245 1 FAMILY 1 N 11207246 1 FAMILY 1 N 11207266 1 FAMILY 1 N 11207274 2 - 4 FAM 3 N 11207279 1 FAMILY 1 N 11207280 CONDO 1 N 11207281 CONDO 1 N 11207292 1 FAMILY 1 N 11207298 1 FAMILY 1 N 11207303 1 FAMILY 1 N 11207304 1 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11209876 1 FAMILY 1 N 11209883 CONDO 1 N 11209889 1 FAMILY 1 N 11209893 1 FAMILY 1 N 11209918 1 FAMILY 1 N 11209919 1 FAMILY 1 N 11209921 1 FAMILY 1 N 11209922 1 FAMILY 1 N 11209927 PUD 1 N 11209934 1 FAMILY 1 N 11209948 1 FAMILY 1 N 11209962 1 FAMILY 1 N 11209970 1 FAMILY 1 N 11209988 PUD 1 N 11210005 1 FAMILY 1 N 11210007 1 FAMILY 1 N 11210025 PUD 1 N 11210027 PUD 1 N 11210033 1 FAMILY 1 N 11210035 1 FAMILY 1 N 11210041 1 FAMILY 1 N 11210047 1 FAMILY 1 N 11210048 1 FAMILY 1 N 11210049 1 FAMILY 1 N 11210056 1 FAMILY 1 N 11210064 1 FAMILY 1 N 11210066 1 FAMILY 1 N 11210097 1 FAMILY 1 N 11210100 1 FAMILY 1 N 11210101 1 FAMILY 1 N 11210109 1 FAMILY 1 N 11210130 PUD 1 N 11210131 PUD 1 N 11210152 1 FAMILY 1 N 11210154 1 FAMILY 1 N 11210157 1 FAMILY 1 N 11210163 1 FAMILY 1 N 11210171 CONDO 1 N 11210172 CONDO 1 N 11210174 1 FAMILY 1 N 11210179 1 FAMILY 1 N 11210192 PUD 1 N 11210239 1 FAMILY 1 N 11210242 PUD 1 N 11210243 PUD 1 N 11210258 1 FAMILY 1 N 11210259 1 FAMILY 1 N 11210277 1 FAMILY 1 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1 FAMILY 1 N 11211356 PUD 1 N 11211358 PUD 1 N 11211360 1 FAMILY 1 N 11211366 PUD 1 N 11211367 1 FAMILY 1 N 11211369 CONDO 1 N 11211372 CONDO 1 N 11211433 1 FAMILY 1 N 11211434 1 FAMILY 1 N 11211440 1 FAMILY 1 N 11211442 1 FAMILY 1 N 11211445 CONDO 1 N 11211455 1 FAMILY 1 N 11211514 1 FAMILY 1 N 11211515 1 FAMILY 1 N 11211517 1 FAMILY 1 N 11211542 1 FAMILY 1 N 11211543 1 FAMILY 1 N 11211550 1 FAMILY 1 N 11211561 CONDO 1 N 11211574 CONDO 1 N 11211575 1 FAMILY 1 N 11211628 PUD 1 N 11211644 2 - 4 FAM 2 N 11211649 PUD 1 N 11211657 PUD 1 N 11211667 1 FAMILY 1 N 11211702 2 - 4 FAM 2 N 11211707 2 - 4 FAM 2 N 11211729 1 FAMILY 1 N 11211735 1 FAMILY 1 N 11211736 1 FAMILY 1 N 11211739 1 FAMILY 1 N 11211742 PUD 1 N 11211777 1 FAMILY 1 N 11211783 CONDO 1 N 11211798 1 FAMILY 1 N 11211799 CONDO 1 N 11211802 1 FAMILY 1 N 11211806 PUD 1 N 11211808 PUD 1 N 11211814 1 FAMILY 1 N 11211841 PUD 1 N 11211844 1 FAMILY 1 N 11211853 PUD 1 N 11211863 1 FAMILY 1 N 11211878 CONDO 1 N 11211881 CONDO 1 N 11211887 1 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11212445 1 FAMILY 1 N 11212452 1 FAMILY 1 N 11212461 1 FAMILY 1 N 11212464 CONDO 1 N 11212466 1 FAMILY 1 N 11212470 1 FAMILY 1 N 11212472 1 FAMILY 1 N 11212498 1 FAMILY 1 N 11212504 1 FAMILY 1 N 11212505 1 FAMILY 1 N 11212506 1 FAMILY 1 N 11212507 1 FAMILY 1 N 11212514 1 FAMILY 1 N 11212525 1 FAMILY 1 N 11212526 1 FAMILY 1 N 11212544 1 FAMILY 1 N 11212545 1 FAMILY 1 N 11212553 PUD 1 N 11212566 PUD 1 N 11212571 PUD 1 N 11212572 1 FAMILY 1 N 11212575 PUD 1 N 11212576 1 FAMILY 1 N 11212579 1 FAMILY 1 N 11212580 1 FAMILY 1 N 11212605 1 FAMILY 1 N 11212606 1 FAMILY 1 N 11212607 1 FAMILY 1 N 11212608 1 FAMILY 1 N 11212614 1 FAMILY 1 N 11212621 1 FAMILY 1 N 11212624 1 FAMILY 1 N 11212625 1 FAMILY 1 N 11212653 1 FAMILY 1 N 11212664 1 FAMILY 1 N 11212675 PUD 1 N 11212684 1 FAMILY 1 N 11212697 CONDO 1 N 11212700 1 FAMILY 1 N 11212701 2 - 4 FAM 2 N 11212710 1 FAMILY 1 N 11212719 1 FAMILY 1 N 11212724 1 FAMILY 1 N 11212727 1 FAMILY 1 N 11212730 1 FAMILY 1 N 11212743 1 FAMILY 1 N 11212747 CONDO 1 N 11212756 1 FAMILY 1 N 11212772 1 FAMILY 1 N 11212774 1 FAMILY 1 N 11212790 1 FAMILY 1 N 11212794 1 FAMILY 1 N 11212805 CONDO 1 N 11212806 CONDO 1 N 11212812 PUD 1 N 11212816 1 FAMILY 1 N 11212823 PUD 1 N 11212842 1 FAMILY 1 N 11212869 2 - 4 FAM 2 N 11212881 1 FAMILY 1 N 11212887 1 FAMILY 1 N 11212888 1 FAMILY 1 N 11212890 2 - 4 FAM 2 N 11212891 1 FAMILY 1 N 11212902 2 - 4 FAM 2 N 11212916 1 FAMILY 1 N 11212919 1 FAMILY 1 N 11212929 1 FAMILY 1 N 11212945 1 FAMILY 1 N 11212946 1 FAMILY 1 N 11212958 1 FAMILY 1 N 11212959 1 FAMILY 1 N 11212994 1 FAMILY 1 N 11213000 1 FAMILY 1 N 11213005 1 FAMILY 1 N 11213021 PUD 1 N 11213022 PUD 1 N 11213033 1 FAMILY 1 N 11213035 1 FAMILY 1 N 11213044 1 FAMILY 1 N 11213046 1 FAMILY 1 N 11213057 CONDO 1 N 11213058 CONDO 1 N 11213080 1 FAMILY 1 N 11213081 1 FAMILY 1 N 11213096 PUD 1 N 11213097 1 FAMILY 1 N 11213101 PUD 1 N 11213106 1 FAMILY 1 N 11213109 1 FAMILY 1 N 11213114 PUD 1 N 11213116 1 FAMILY 1 N 11213127 1 FAMILY 1 N 11213128 1 FAMILY 1 N 11213137 1 FAMILY 1 N 11213180 1 FAMILY 1 N 11213182 1 FAMILY 1 N 11213188 1 FAMILY 1 N 11213191 1 FAMILY 1 N 11213192 1 FAMILY 1 N 11213193 1 FAMILY 1 N 11213198 1 FAMILY 1 N 11213214 1 FAMILY 1 N 11213224 PUD 1 N 11213225 PUD 1 N 11213230 PUD 1 N 11213231 PUD 1 N 11213234 1 FAMILY 1 N 11213250 1 FAMILY 1 N 11213251 1 FAMILY 1 N 11213254 2 - 4 FAM 2 N 11213263 1 FAMILY 1 N 11213265 1 FAMILY 1 N 11213273 PUD 1 N 11213274 1 FAMILY 1 N 11213277 1 FAMILY 1 N 11213332 1 FAMILY 1 N 11213333 1 FAMILY 1 N 11213362 PUD 1 N 11213364 1 FAMILY 1 N 11213365 1 FAMILY 1 N 11213377 PUD 1 N 11213386 PUD 1 N 11213387 PUD 1 N 11213391 PUD 1 N 11213392 PUD 1 N 11213414 1 FAMILY 1 N 11213415 1 FAMILY 1 N 11213426 1 FAMILY 1 N 11213431 1 FAMILY 1 N 11213433 1 FAMILY 1 N 11213460 1 FAMILY 1 N 11213488 1 FAMILY 1 N 11213512 2 - 4 FAM 2 N 11213513 2 - 4 FAM 2 N 11213549 1 FAMILY 1 N 11213558 2 - 4 FAM 3 N 11213560 1 FAMILY 1 N 11213565 1 FAMILY 1 N 11213566 1 FAMILY 1 N 11213587 1 FAMILY 1 N 11213588 1 FAMILY 1 N 11213627 2 - 4 FAM 3 N 11213636 1 FAMILY 1 N 11213652 1 FAMILY 1 N 11213654 PUD 1 N 11213656 PUD 1 N 11213678 1 FAMILY 1 N 11213679 1 FAMILY 1 N 11213684 PUD 1 N 11213687 PUD 1 N 11213691 PUD 1 N 11213703 1 FAMILY 1 N 11213713 1 FAMILY 1 N 11213716 1 FAMILY 1 N 11213746 1 FAMILY 1 N 11213750 1 FAMILY 1 N 11213753 PUD 1 N 11213761 1 FAMILY 1 N 11213774 PUD 1 N 11213776 PUD 1 N 11213781 1 FAMILY 1 N 11213783 1 FAMILY 1 N 11213795 1 FAMILY 1 N 11213797 1 FAMILY 1 N 11213821 1 FAMILY 1 N 11213829 PUD 1 N 11213831 PUD 1 N 11213875 1 FAMILY 1 N 11213876 1 FAMILY 1 N 11213887 1 FAMILY 1 N 11213904 1 FAMILY 1 N 11213909 1 FAMILY 1 N 11213924 1 FAMILY 1 N 11213934 1 FAMILY 1 N 11213942 1 FAMILY 1 N 11213964 1 FAMILY 1 N 11213966 PUD 1 N 11213971 1 FAMILY 1 N 11213973 1 FAMILY 1 N 11214012 1 FAMILY 1 N 11214021 1 FAMILY 1 N 11214022 1 FAMILY 1 N 11214028 1 FAMILY 1 N 11214039 1 FAMILY 1 N 11214045 PUD 1 N 11214052 PUD 1 N 11214066 1 FAMILY 1 N 11214069 1 FAMILY 1 N 11214079 1 FAMILY 1 N 11214083 1 FAMILY 1 N 11214089 1 FAMILY 1 N 11214090 1 FAMILY 1 N 11214101 1 FAMILY 1 N 11214112 1 FAMILY 1 N 11214117 1 FAMILY 1 N 11214121 1 FAMILY 1 N 11214123 1 FAMILY 1 N 11214133 1 FAMILY 1 N 11214136 1 FAMILY 1 N 11214178 1 FAMILY 1 N 11214179 1 FAMILY 1 N 11214199 1 FAMILY 1 N 11214210 2 - 4 FAM 2 N 11214224 CONDO 1 N 11214226 CONDO 1 N 11214230 1 FAMILY 1 N 11214243 1 FAMILY 1 N 11214270 1 FAMILY 1 N 11214273 1 FAMILY 1 N 11214297 1 FAMILY 1 N 11214304 1 FAMILY 1 N 11214305 1 FAMILY 1 N 11214306 1 FAMILY 1 N 11214313 1 FAMILY 1 N 11214315 PUD 1 N 11214320 1 FAMILY 1 N 11214327 1 FAMILY 1 N 11214356 1 FAMILY 1 N 11214361 1 FAMILY 1 N 11214393 1 FAMILY 1 N 11214441 1 FAMILY 1 N 11214444 1 FAMILY 1 N 11214448 1 FAMILY 1 N 11214489 PUD 1 N 11214490 PUD 1 N 11214501 1 FAMILY 1 N 11214578 1 FAMILY 1 N 11214579 1 FAMILY 1 N 11214588 1 FAMILY 1 N 11214594 1 FAMILY 1 N 11214598 1 FAMILY 1 N 11214602 1 FAMILY 1 N 11214605 1 FAMILY 1 N 11214619 1 FAMILY 1 N 11214622 1 FAMILY 1 N 11214637 1 FAMILY 1 N 11214641 1 FAMILY 1 N 11214654 1 FAMILY 1 N 11214655 1 FAMILY 1 N 11214659 1 FAMILY 1 N 11214663 1 FAMILY 1 N 11214674 PUD 1 N 11214706 1 FAMILY 1 N 11214714 1 FAMILY 1 N 11214727 1 FAMILY 1 N 11214809 1 FAMILY 1 N 11214833 1 FAMILY 1 N 11214836 1 FAMILY 1 N 11214870 1 FAMILY 1 N 11214871 1 FAMILY 1 N 11214890 CONDO 1 N 11214919 CONDO 1 N 11214933 1 FAMILY 1 N 11214934 1 FAMILY 1 N 11214938 1 FAMILY 1 N 11214939 1 FAMILY 1 N 11214946 1 FAMILY 1 N 11214948 1 FAMILY 1 N 11214986 1 FAMILY 1 N 11215017 1 FAMILY 1 N 11215018 PUD 1 N 11215019 PUD 1 N 11215030 1 FAMILY 1 N 11215051 PUD 1 N 11215071 1 FAMILY 1 N 11215086 1 FAMILY 1 N 11215090 1 FAMILY 1 N 11215093 1 FAMILY 1 N 11215094 1 FAMILY 1 N 11215108 1 FAMILY 1 N 11215135 PUD 1 N 11215199 PUD 1 N 11215200 PUD 1 N 11215214 1 FAMILY 1 N 11215237 PUD 1 N 11215238 PUD 1 N 11215239 PUD 1 N 11215240 PUD 1 N 11215246 CONDO 1 N 11215264 1 FAMILY 1 N 11215286 1 FAMILY 1 N 11215302 1 FAMILY 1 N 11215303 1 FAMILY 1 N 11215318 1 FAMILY 1 N 11215319 1 FAMILY 1 N 11215322 1 FAMILY 1 N 11215335 1 FAMILY 1 N 11215346 1 FAMILY 1 N 11215347 1 FAMILY 1 N 11215353 1 FAMILY 1 N 11215357 1 FAMILY 1 N 11215358 1 FAMILY 1 N 11215362 1 FAMILY 1 N 11215375 2 - 4 FAM 2 N 11215395 1 FAMILY 1 N 11215396 1 FAMILY 1 N 11215403 1 FAMILY 1 N 11215404 1 FAMILY 1 N 11215413 PUD 1 N 11215415 PUD 1 N 11215451 1 FAMILY 1 N 11215487 2 - 4 FAM 3 N 11215524 PUD 1 N 11215525 PUD 1 N 11215538 1 FAMILY 1 N 11215577 1 FAMILY 1 N 11215601 1 FAMILY 1 N 11215603 PUD 1 N 11215637 CONDO 1 N 11215638 1 FAMILY 1 N 11215665 1 FAMILY 1 N 11215667 1 FAMILY 1 N 11215669 1 FAMILY 1 N 11215701 2 - 4 FAM 2 N 11215712 CONDO 1 N 11215720 1 FAMILY 1 N 11215737 2 - 4 FAM 3 N 11215746 1 FAMILY 1 N 11215748 1 FAMILY 1 N 11215778 1 FAMILY 1 N 11215782 1 FAMILY 1 N 11215812 1 FAMILY 1 N 11215814 1 FAMILY 1 N 11215830 1 FAMILY 1 N 11215831 PUD 1 N 11215832 PUD 1 N 11215861 1 FAMILY 1 N 11215871 1 FAMILY 1 N 11215875 1 FAMILY 1 N 11215885 1 FAMILY 1 N 11215888 1 FAMILY 1 N 11215906 1 FAMILY 1 N 11215907 1 FAMILY 1 N 11215914 1 FAMILY 1 N 11215915 1 FAMILY 1 N 11215916 1 FAMILY 1 N 11215926 1 FAMILY 1 N 11215935 1 FAMILY 1 N 11215938 1 FAMILY 1 N 11215942 1 FAMILY 1 N 11215951 1 FAMILY 1 N 11215962 1 FAMILY 1 N 11215999 1 FAMILY 1 N 11216016 PUD 1 N 11216027 1 FAMILY 1 N 11216028 1 FAMILY 1 N 11216043 1 FAMILY 1 N 11216055 1 FAMILY 1 N 11216067 1 FAMILY 1 N 11216086 1 FAMILY 1 N 11216087 1 FAMILY 1 N 11216089 1 FAMILY 1 N 11216106 1 FAMILY 1 N 11216113 1 FAMILY 1 N 11216138 1 FAMILY 1 N 11216147 CONDO 1 N 11216148 CONDO 1 N 11216157 1 FAMILY 1 N 11216175 1 FAMILY 1 N 11216183 1 FAMILY 1 N 11216196 PUD 1 N 11216230 1 FAMILY 1 N 11216246 1 FAMILY 1 N 11216252 1 FAMILY 1 N 11216306 PUD 1 N 11216309 PUD 1 N 11216313 1 FAMILY 1 N 11216337 1 FAMILY 1 N 11216339 1 FAMILY 1 N 11216371 PUD 1 N 11216372 PUD 1 N 11216381 PUD 1 N 11216395 1 FAMILY 1 N 11216440 1 FAMILY 1 N 11216441 1 FAMILY 1 N 11216442 1 FAMILY 1 N 11216443 1 FAMILY 1 N 11216465 PUD 1 N 11216466 PUD 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FAMILY 1 N 11217520 1 FAMILY 1 N 11217542 1 FAMILY 1 N 11217543 1 FAMILY 1 N 11217574 PUD 1 N 11217575 PUD 1 N 11217591 1 FAMILY 1 N 11217600 CONDO 1 N 11217634 1 FAMILY 1 N 11217674 CONDO 1 N 11217679 CONDO 1 N 11217727 1 FAMILY 1 N 11217737 PUD 1 N 11217742 1 FAMILY 1 N 11217785 1 FAMILY 1 N 11217790 1 FAMILY 1 N 11217813 1 FAMILY 1 N 11217835 1 FAMILY 1 N 11217846 CONDO 1 N 11217849 CONDO 1 N 11217893 PUD 1 N 11217894 1 FAMILY 1 N 11217908 1 FAMILY 1 N 11217910 1 FAMILY 1 N 11217920 CONDO 1 N 11217930 1 FAMILY 1 N 11217948 CONDO 1 N 11217959 1 FAMILY 1 N 11217968 1 FAMILY 1 N 11218003 1 FAMILY 1 N 11218006 1 FAMILY 1 N 11218019 1 FAMILY 1 N 11218020 1 FAMILY 1 N 11218022 CONDO 1 N 11218023 CONDO 1 N 11218027 PUD 1 N 11218029 PUD 1 N 11218047 CONDO 1 N 11218050 CONDO 1 N 11218052 1 FAMILY 1 N 11218053 1 FAMILY 1 N 11218071 PUD 1 N 11218072 PUD 1 N 11218099 PUD 1 N 11218103 1 FAMILY 1 N 11218105 1 FAMILY 1 N 11218115 1 FAMILY 1 N 11218116 1 FAMILY 1 N 11218157 1 FAMILY 1 N 11218179 1 FAMILY 1 N 11218190 1 FAMILY 1 N 11218207 1 FAMILY 1 N 11218242 2 - 4 FAM 2 N 11218245 2 - 4 FAM 2 N 11218256 1 FAMILY 1 N 11218257 1 FAMILY 1 N 11218258 1 FAMILY 1 N 11218283 PUD 1 N 11218287 PUD 1 N 11218288 PUD 1 N 11218308 PUD 1 N 11218309 CONDO 1 N 11218310 CONDO 1 N 11218315 1 FAMILY 1 N 11218316 1 FAMILY 1 N 11218329 PUD 1 N 11218342 1 FAMILY 1 N 11218343 1 FAMILY 1 N 11218373 1 FAMILY 1 N 11218375 1 FAMILY 1 N 11218384 1 FAMILY 1 N 11218400 2 - 4 FAM 4 N 11218414 1 FAMILY 1 N 11218491 PUD 1 N 11218540 1 FAMILY 1 N 11218541 1 FAMILY 1 N 11218575 PUD 1 N 11218579 PUD 1 N 11218611 1 FAMILY 1 N 11218612 1 FAMILY 1 N 11218613 PUD 1 N 11218614 PUD 1 N 11218648 PUD 1 N 11218649 PUD 1 N 11218655 1 FAMILY 1 N 11218657 1 FAMILY 1 N 11218675 1 FAMILY 1 N 11218677 1 FAMILY 1 N 11218678 1 FAMILY 1 N 11218711 1 FAMILY 1 N 11218728 PUD 1 N 11218730 PUD 1 N 11218754 1 FAMILY 1 N 11218755 1 FAMILY 1 N 11218785 CONDO 1 N 11218786 CONDO 1 N 11218807 1 FAMILY 1 N 11218808 1 FAMILY 1 N 11218843 1 FAMILY 1 N 11218847 1 FAMILY 1 N 11218849 1 FAMILY 1 N 11218859 1 FAMILY 1 N 11218860 1 FAMILY 1 N 11218878 1 FAMILY 1 N 11218879 1 FAMILY 1 N 11218882 1 FAMILY 1 N 11218889 1 FAMILY 1 N 11218893 2 - 4 FAM 2 N 11218915 1 FAMILY 1 N 11218926 1 FAMILY 1 N 11218931 1 FAMILY 1 N 11218943 1 FAMILY 1 N 11218953 1 FAMILY 1 N 11218980 PUD 1 N 11218981 PUD 1 N 11218991 1 FAMILY 1 N 11218992 1 FAMILY 1 N 11219019 1 FAMILY 1 N 11219041 1 FAMILY 1 N 11219056 1 FAMILY 1 N 11219067 2 - 4 FAM 2 N 11219074 PUD 1 N 11219105 1 FAMILY 1 N 11219121 1 FAMILY 1 N 11219123 1 FAMILY 1 N 11219124 1 FAMILY 1 N 11219125 1 FAMILY 1 N 11219143 1 FAMILY 1 N 11219145 1 FAMILY 1 N 11219146 1 FAMILY 1 N 11219157 1 FAMILY 1 N 11219162 1 FAMILY 1 N 11219176 1 FAMILY 1 N 11219177 1 FAMILY 1 N 11219188 1 FAMILY 1 N 11219196 1 FAMILY 1 N 11219197 1 FAMILY 1 N 11219212 1 FAMILY 1 N 11219229 1 FAMILY 1 N 11219242 1 FAMILY 1 N 11219261 2 - 4 FAM 2 N 11219306 2 - 4 FAM 2 N 11219309 1 FAMILY 1 N 11219310 1 FAMILY 1 N 11219312 2 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11219838 1 FAMILY 1 N 11219839 1 FAMILY 1 N 11219842 1 FAMILY 1 N 11219853 CONDO 1 N 11219907 1 FAMILY 1 N 11219910 1 FAMILY 1 N 11219996 1 FAMILY 1 N 11220018 CONDO 1 N 11220019 CONDO 1 N 11220025 1 FAMILY 1 N 11220028 PUD 1 N 11220029 PUD 1 N 11220030 1 FAMILY 1 N 11220031 1 FAMILY 1 N 11220038 1 FAMILY 1 N 11220039 1 FAMILY 1 N 11220049 1 FAMILY 1 N 11220056 1 FAMILY 1 N 11220088 1 FAMILY 1 N 11220102 1 FAMILY 1 N 11220127 1 FAMILY 1 N 11220164 1 FAMILY 1 N 11220166 1 FAMILY 1 N 11220174 PUD 1 N 11220183 PUD 1 N 11220185 PUD 1 N 11220198 1 FAMILY 1 N 11220199 1 FAMILY 1 N 11220207 1 FAMILY 1 N 11220229 1 FAMILY 1 N 11220239 1 FAMILY 1 N 11220254 1 FAMILY 1 N 11220255 1 FAMILY 1 N 11220326 1 FAMILY 1 N 11220327 1 FAMILY 1 N 11220358 1 FAMILY 1 N 11220404 PUD 1 N 11220406 PUD 1 N 11220523 1 FAMILY 1 N 11220530 1 FAMILY 1 N 11220537 1 FAMILY 1 N 11220543 1 FAMILY 1 N 11220544 1 FAMILY 1 N 11220558 2 - 4 FAM 2 N 11220571 1 FAMILY 1 N 11220573 PUD 1 N 11220582 PUD 1 N 11220588 1 FAMILY 1 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11221223 1 FAMILY 1 N 11221236 1 FAMILY 1 N 11221250 1 FAMILY 1 N 11221254 1 FAMILY 1 N 11221257 1 FAMILY 1 N 11221277 PUD 1 N 11221282 CONDO 1 N 11221283 CONDO 1 N 11221296 1 FAMILY 1 N 11221306 PUD 1 N 11221307 PUD 1 N 11221336 1 FAMILY 1 N 11221339 1 FAMILY 1 N 11221351 1 FAMILY 1 N 11221352 1 FAMILY 1 N 11221353 1 FAMILY 1 N 11221354 CONDO 1 N 11221355 1 FAMILY 1 N 11221397 1 FAMILY 1 N 11221404 1 FAMILY 1 N 11221405 1 FAMILY 1 N 11221409 1 FAMILY 1 N 11221465 1 FAMILY 1 N 11221517 1 FAMILY 1 N 11221571 CONDO 1 N 11221576 CONDO 1 N 11221587 1 FAMILY 1 N 11221593 1 FAMILY 1 N 11221598 1 FAMILY 1 N 11221610 1 FAMILY 1 N 11221661 1 FAMILY 1 N 11221662 PUD 1 N 11221663 PUD 1 N 11221671 PUD 1 N 11221684 1 FAMILY 1 N 11221687 1 FAMILY 1 N 11221760 1 FAMILY 1 N 11221766 1 FAMILY 1 N 11221786 1 FAMILY 1 N 11221788 PUD 1 N 11221820 1 FAMILY 1 N 11221821 1 FAMILY 1 N 11221825 1 FAMILY 1 N 11221847 1 FAMILY 1 N 11221871 1 FAMILY 1 N 11221873 1 FAMILY 1 N 11221915 1 FAMILY 1 N 11221920 1 FAMILY 1 N 11221922 1 FAMILY 1 N 11221927 1 FAMILY 1 N 11221930 1 FAMILY 1 N 11221985 1 FAMILY 1 N 11222011 1 FAMILY 1 N 11222025 CONDO 1 N 11222027 CONDO 1 N 11222040 1 FAMILY 1 N 11222051 CONDO 1 N 11222053 CONDO 1 N 11222062 1 FAMILY 1 N 11222106 1 FAMILY 1 N 11222110 1 FAMILY 1 N 11222111 1 FAMILY 1 N 11222114 1 FAMILY 1 N 11222164 1 FAMILY 1 N 11222192 1 FAMILY 1 N 11222199 CONDO 1 N 11222202 1 FAMILY 1 N 11222212 1 FAMILY 1 N 11222218 1 FAMILY 1 N 11222225 1 FAMILY 1 N 11222236 1 FAMILY 1 N 11222245 PUD 1 N 11222246 PUD 1 N 11222255 1 FAMILY 1 N 11222257 1 FAMILY 1 N 11222283 1 FAMILY 1 N 11222290 1 FAMILY 1 N 11222291 1 FAMILY 1 N 11222292 1 FAMILY 1 N 11222294 1 FAMILY 1 N 11222329 1 FAMILY 1 N 11222336 1 FAMILY 1 N 11222344 1 FAMILY 1 N 11222347 CONDO 1 N 11222357 1 FAMILY 1 N 11222363 1 FAMILY 1 N 11222364 2 - 4 FAM 2 N 11222365 2 - 4 FAM 2 N 11222371 1 FAMILY 1 N 11222373 1 FAMILY 1 N 11222374 1 FAMILY 1 N 11222379 1 FAMILY 1 N 11222394 1 FAMILY 1 N 11222413 1 FAMILY 1 N 11222423 2 - 4 FAM 2 N 11222424 2 - 4 FAM 2 N 11222437 PUD 1 N 11222438 1 FAMILY 1 N 11222439 1 FAMILY 1 N 11222441 1 FAMILY 1 N 11222442 1 FAMILY 1 N 11222477 1 FAMILY 1 N 11222478 1 FAMILY 1 N 11222502 PUD 1 N 11222572 1 FAMILY 1 N 11222582 1 FAMILY 1 N 11222583 1 FAMILY 1 N 11222618 1 FAMILY 1 N 11222626 1 FAMILY 1 N 11222635 1 FAMILY 1 N 11222641 1 FAMILY 1 N 11222647 1 FAMILY 1 N 11222649 1 FAMILY 1 N 11222692 1 FAMILY 1 N 11222704 1 FAMILY 1 N 11222715 PUD 1 N 11222718 CONDO 1 N 11222722 PUD 1 N 11222724 PUD 1 N 11222740 1 FAMILY 1 N 11222745 1 FAMILY 1 N 11222748 1 FAMILY 1 N 11222753 1 FAMILY 1 N 11222762 1 FAMILY 1 N 11222783 1 FAMILY 1 N 11222792 2 - 4 FAM 2 N 11222793 2 - 4 FAM 2 N 11222819 1 FAMILY 1 N 11222870 1 FAMILY 1 N 11222885 1 FAMILY 1 N 11222932 1 FAMILY 1 N 11222937 1 FAMILY 1 N 11222960 1 FAMILY 1 N 11222962 1 FAMILY 1 N 11222963 1 FAMILY 1 N 11222977 CONDO 1 N 11223018 1 FAMILY 1 N 11223024 1 FAMILY 1 N 11223032 1 FAMILY 1 N 11223035 1 FAMILY 1 N 11223036 1 FAMILY 1 N 11223043 1 FAMILY 1 N 11223050 1 FAMILY 1 N 11223078 1 FAMILY 1 N 11223086 1 FAMILY 1 N 11223090 1 FAMILY 1 N 11223091 1 FAMILY 1 N 11223112 1 FAMILY 1 N 11223115 CONDO 1 N 11223116 CONDO 1 N 11223117 1 FAMILY 1 N 11223134 1 FAMILY 1 N 11223135 1 FAMILY 1 N 11223136 1 FAMILY 1 N 11223137 1 FAMILY 1 N 11223153 1 FAMILY 1 N 11223173 1 FAMILY 1 N 11223183 1 FAMILY 1 N 11223195 1 FAMILY 1 N 11223219 1 FAMILY 1 N 11223220 1 FAMILY 1 N 11223242 1 FAMILY 1 N 11223246 PUD 1 N 11223263 CONDO 1 N 11223274 CONDO 1 N 11223278 1 FAMILY 1 N 11223279 1 FAMILY 1 N 11223375 PUD 1 N 11223378 1 FAMILY 1 N 11223379 1 FAMILY 1 N 11223384 PUD 1 N 11223402 1 FAMILY 1 N 11223416 1 FAMILY 1 N 11223417 1 FAMILY 1 N 11223440 PUD 1 N 11223441 1 FAMILY 1 N 11223444 1 FAMILY 1 N 11223459 1 FAMILY 1 N 11223467 1 FAMILY 1 N 11223489 1 FAMILY 1 N 11223518 1 FAMILY 1 N 11223545 PUD 1 N 11223548 1 FAMILY 1 N 11223551 PUD 1 N 11223553 CONDO 1 N 11223573 1 FAMILY 1 N 11223589 PUD 1 N 11223590 PUD 1 N 11223600 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FAMILY 1 N 11224245 1 FAMILY 1 N 11224258 1 FAMILY 1 N 11224289 PUD 1 N 11224300 1 FAMILY 1 N 11224302 1 FAMILY 1 N 11224310 1 FAMILY 1 N 11224316 PUD 1 N 11224318 PUD 1 N 11224328 PUD 1 N 11224341 1 FAMILY 1 N 11224383 1 FAMILY 1 N 11224389 1 FAMILY 1 N 11224397 1 FAMILY 1 N 11224406 1 FAMILY 1 N 11224407 1 FAMILY 1 N 11224458 PUD 1 N 11224459 2 - 4 FAM 2 N 11224468 1 FAMILY 1 N 11224476 1 FAMILY 1 N 11224568 1 FAMILY 1 N 11224569 1 FAMILY 1 N 11224578 1 FAMILY 1 N 11224582 1 FAMILY 1 N 11224584 1 FAMILY 1 N 11224587 1 FAMILY 1 N 11224632 PUD 1 N 11224633 PUD 1 N 11224655 1 FAMILY 1 N 11224660 1 FAMILY 1 N 11224663 1 FAMILY 1 N 11224664 1 FAMILY 1 N 11224673 CONDO 1 N 11224675 CONDO 1 N 11224676 1 FAMILY 1 N 11224677 1 FAMILY 1 N 11224711 PUD 1 N 11224712 PUD 1 N 11224718 1 FAMILY 1 N 11224735 1 FAMILY 1 N 11224766 1 FAMILY 1 N 11224773 1 FAMILY 1 N 11224778 PUD 1 N 11224863 1 FAMILY 1 N 11224883 1 FAMILY 1 N 11224884 1 FAMILY 1 N 11224911 1 FAMILY 1 N 11224916 1 FAMILY 1 N 11224922 1 FAMILY 1 N 11224988 1 FAMILY 1 N 11224991 1 FAMILY 1 N 11225006 CONDO 1 N 11225011 CONDO 1 N 11225032 1 FAMILY 1 N 11225070 1 FAMILY 1 N 11225093 CONDO 1 N 11225148 1 FAMILY 1 N 11225151 1 FAMILY 1 N 11225197 PUD 1 N 11225198 PUD 1 N 11225206 1 FAMILY 1 N 11225217 CONDO 1 N 11225236 1 FAMILY 1 N 11225237 1 FAMILY 1 N 11225258 1 FAMILY 1 N 11225299 1 FAMILY 1 N 11225312 PUD 1 N 11225313 PUD 1 N 11225317 1 FAMILY 1 N 11225344 1 FAMILY 1 N 11225345 1 FAMILY 1 N 11225348 1 FAMILY 1 N 11225366 1 FAMILY 1 N 11225420 PUD 1 N 11225421 PUD 1 N 11225445 1 FAMILY 1 N 11225446 1 FAMILY 1 N 11225477 1 FAMILY 1 N 11225478 1 FAMILY 1 N 11225508 PUD 1 N 11225572 1 FAMILY 1 N 11225579 PUD 1 N 11225582 PUD 1 N 11225607 1 FAMILY 1 N 11225608 1 FAMILY 1 N 11225619 1 FAMILY 1 N 11225672 1 FAMILY 1 N 11225713 1 FAMILY 1 N 11225758 1 FAMILY 1 N 11225765 1 FAMILY 1 N 11225773 1 FAMILY 1 N 11225794 1 FAMILY 1 N 11225814 PUD 1 N 11225827 2 - 4 FAM 2 N 11225836 1 FAMILY 1 N 11225837 1 FAMILY 1 N 11225855 1 FAMILY 1 N 11225924 1 FAMILY 1 N 11225929 1 FAMILY 1 N 11225933 1 FAMILY 1 N 11225999 1 FAMILY 1 N 11226007 PUD 1 N 11226014 1 FAMILY 1 N 11226061 1 FAMILY 1 N 11226134 PUD 1 N 11226239 1 FAMILY 1 N 11226242 1 FAMILY 1 N 11226273 1 FAMILY 1 N 11226292 1 FAMILY 1 N 11226293 1 FAMILY 1 N 11226346 CONDO 1 N 11226348 1 FAMILY 1 N 11226349 CONDO 1 N 11226351 1 FAMILY 1 N 11226352 1 FAMILY 1 N 11226353 1 FAMILY 1 N 11226358 1 FAMILY 1 N 11226360 1 FAMILY 1 N 11226389 2 - 4 FAM 4 N 11226422 1 FAMILY 1 N 11226423 1 FAMILY 1 N 11226438 PUD 1 N 11226441 PUD 1 N 11226465 1 FAMILY 1 N 11226498 1 FAMILY 1 N 11226633 1 FAMILY 1 N 11226639 1 FAMILY 1 N 11226640 1 FAMILY 1 N 11226682 CONDO 1 N 11226713 PUD 1 N 11226714 PUD 1 N 11226807 1 FAMILY 1 N 11226821 2 - 4 FAM 2 N 11226823 2 - 4 FAM 2 N 11226840 1 FAMILY 1 N 11226841 1 FAMILY 1 N 11226875 1 FAMILY 1 N 11226897 CONDO 1 N 11226916 1 FAMILY 1 N 11226923 CONDO 1 N 11227005 CONDO 1 N 11227016 1 FAMILY 1 N 11227017 1 FAMILY 1 N 11227065 1 FAMILY 1 N 11227066 1 FAMILY 1 N 11227082 1 FAMILY 1 N 11227114 1 FAMILY 1 N 11227120 1 FAMILY 1 N 11227121 1 FAMILY 1 N 11227132 1 FAMILY 1 N 11227199 PUD 1 N 11227236 1 FAMILY 1 N 11227237 1 FAMILY 1 N 11227253 1 FAMILY 1 N 11227254 1 FAMILY 1 N 11227271 PUD 1 N 11227352 1 FAMILY 1 N 11227403 1 FAMILY 1 N 11227423 1 FAMILY 1 N 11227429 1 FAMILY 1 N 11227434 1 FAMILY 1 N 11227443 CONDO 1 N 11227480 2 - 4 FAM 2 N 11227481 2 - 4 FAM 2 N 11227559 1 FAMILY 1 N 11227562 CONDO 1 N 11227594 1 FAMILY 1 N 11227623 PUD 1 N 11227642 PUD 1 N 11227644 PUD 1 N 11227701 1 FAMILY 1 N 11227724 1 FAMILY 1 N 11227727 CONDO 1 N 11227735 CONDO 1 N 11227744 1 FAMILY 1 N 11227753 1 FAMILY 1 N 11227756 CONDO 1 N 11227758 CONDO 1 N 11227787 1 FAMILY 1 N 11227788 1 FAMILY 1 N 11227792 PUD 1 N 11227793 PUD 1 N 11227824 PUD 1 N 11227854 1 FAMILY 1 N 11227939 1 FAMILY 1 N 11227954 PUD 1 N 11227956 PUD 1 N 11228031 1 FAMILY 1 N 11228032 1 FAMILY 1 N 11228038 CONDO 1 N 11228050 PUD 1 N 11228082 1 FAMILY 1 N 11228107 2 - 4 FAM 2 N 11228167 1 FAMILY 1 N 11228209 CONDO 1 N 11228231 1 FAMILY 1 N 11228232 1 FAMILY 1 N 11228300 1 FAMILY 1 N 11228327 1 FAMILY 1 N 11228330 1 FAMILY 1 N 11228331 1 FAMILY 1 N 11228336 CONDO 1 N 11228342 CONDO 1 N 11228354 1 FAMILY 1 N 11228397 1 FAMILY 1 N 11228402 1 FAMILY 1 N 11228403 1 FAMILY 1 N 11228405 PUD 1 N 11228409 PUD 1 N 11228412 1 FAMILY 1 N 11228424 1 FAMILY 1 N 11228450 1 FAMILY 1 N 11228480 CONDO 1 N 11228488 CONDO 1 N 11228491 1 FAMILY 1 N 11228492 1 FAMILY 1 N 11228536 1 FAMILY 1 N 11228545 1 FAMILY 1 N 11228546 1 FAMILY 1 N 11228569 1 FAMILY 1 N 11228573 1 FAMILY 1 N 11228574 PUD 1 N 11228575 PUD 1 N 11228601 1 FAMILY 1 N 11228649 1 FAMILY 1 N 11228755 PUD 1 N 11228794 1 FAMILY 1 N 11228797 1 FAMILY 1 N 11228814 1 FAMILY 1 N 11228836 1 FAMILY 1 N 11228837 1 FAMILY 1 N 11228857 CONDO 1 N 11228866 1 FAMILY 1 N 11228878 1 FAMILY 1 N 11228898 1 FAMILY 1 N 11228915 1 FAMILY 1 N 11228916 1 FAMILY 1 N 11228943 CONDO 1 N 11229054 1 FAMILY 1 N 11229082 2 - 4 FAM 2 N 11229083 2 - 4 FAM 2 N 11229101 PUD 1 N 11229131 1 FAMILY 1 N 11229170 1 FAMILY 1 N 11229181 1 FAMILY 1 N 11229251 1 FAMILY 1 N 11229284 1 FAMILY 1 N 11229285 1 FAMILY 1 N 11229287 2 - 4 FAM 2 N 11229289 1 FAMILY 1 N 11229290 2 - 4 FAM 2 N 11229471 PUD 1 N 11229476 PUD 1 N 11229494 PUD 1 N 11229495 PUD 1 N 11229531 1 FAMILY 1 N 11229570 1 FAMILY 1 N 11229572 1 FAMILY 1 N 11229581 1 FAMILY 1 N 11229625 2 - 4 FAM 2 N 11229663 CONDO 1 N 11229671 PUD 1 N 11229679 PUD 1 N 11229691 CONDO 1 N 11229727 1 FAMILY 1 N 11229743 1 FAMILY 1 N 11229746 1 FAMILY 1 N 11229747 1 FAMILY 1 N 11229765 1 FAMILY 1 N 11229780 1 FAMILY 1 N 11229800 1 FAMILY 1 N 11229804 1 FAMILY 1 N 11229806 PUD 1 N 11229807 PUD 1 N 11229879 1 FAMILY 1 N 11229880 1 FAMILY 1 N 11229973 1 FAMILY 1 N 11229977 1 FAMILY 1 N 11230174 PUD 1 N 11230181 PUD 1 N 11230197 1 FAMILY 1 N 11230198 1 FAMILY 1 N 11230258 1 FAMILY 1 N 11230259 1 FAMILY 1 N 11230261 1 FAMILY 1 N 11230262 1 FAMILY 1 N 11230313 PUD 1 N 11230315 PUD 1 N 11230385 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11222687 1 FAMILY 1 N 11222729 1 FAMILY 1 N 11222730 1 FAMILY 1 N 11222733 1 FAMILY 1 N 11222768 1 FAMILY 1 N 11222807 PUD 1 N 11222834 CONDO 1 N 11222835 CONDO 1 N 11222857 1 FAMILY 1 N 11222928 1 FAMILY 1 N 11222978 1 FAMILY 1 N 11222984 1 FAMILY 1 N 11223033 1 FAMILY 1 N 11223037 1 FAMILY 1 N 11223048 CONDO 1 N 11223185 2 - 4 FAM 2 N 11223204 1 FAMILY 1 N 11223266 CONDO 1 N 11223295 1 FAMILY 1 N 11223308 CONDO 1 N 11223309 CONDO 1 N 11223313 1 FAMILY 1 N 11223321 PUD 1 N 11223349 1 FAMILY 1 N 11223358 1 FAMILY 1 N 11223443 1 FAMILY 1 N 11223448 1 FAMILY 1 N 11223484 1 FAMILY 1 N 11223521 PUD 1 N 11223557 2 - 4 FAM 3 N 11223611 1 FAMILY 1 N 11223679 1 FAMILY 1 N 11223714 1 FAMILY 1 N 11223715 1 FAMILY 1 N 11223792 1 FAMILY 1 N 11223793 1 FAMILY 1 N 11223800 1 FAMILY 1 N 11223801 1 FAMILY 1 N 11223802 1 FAMILY 1 N 11223859 1 FAMILY 1 N 11223861 1 FAMILY 1 N 11223892 1 FAMILY 1 N 11223897 1 FAMILY 1 N 11223978 1 FAMILY 1 N 11223989 1 FAMILY 1 N 11223990 1 FAMILY 1 N 11223991 1 FAMILY 1 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11226257 PUD 1 N 11226288 1 FAMILY 1 N 11226296 PUD 1 N 11226297 PUD 1 N 11226310 PUD 1 N 11226311 PUD 1 N 11226469 1 FAMILY 1 N 11226490 PUD 1 N 11226491 PUD 1 N 11226536 1 FAMILY 1 N 11226537 1 FAMILY 1 N 11226545 1 FAMILY 1 N 11226554 1 FAMILY 1 N 11226572 PUD 1 N 11226575 PUD 1 N 11226586 1 FAMILY 1 N 11226598 1 FAMILY 1 N 11226690 1 FAMILY 1 N 11226697 1 FAMILY 1 N 11226728 1 FAMILY 1 N 11226782 2 - 4 FAM 2 N 11226784 2 - 4 FAM 2 N 11226790 CONDO 1 N 11226806 CONDO 1 N 11226835 1 FAMILY 1 N 11226847 PUD 1 N 11226852 PUD 1 N 11226857 1 FAMILY 1 N 11226865 1 FAMILY 1 N 11226929 1 FAMILY 1 N 11226944 1 FAMILY 1 N 11226960 1 FAMILY 1 N 11227003 1 FAMILY 1 N 11227013 1 FAMILY 1 N 11227014 1 FAMILY 1 N 11227027 CONDO 1 N 11227028 CONDO 1 N 11227053 1 FAMILY 1 N 11227054 1 FAMILY 1 N 11227076 1 FAMILY 1 N 11227077 1 FAMILY 1 N 11227099 1 FAMILY 1 N 11227141 1 FAMILY 1 N 11227142 1 FAMILY 1 N 11227189 CONDO 1 N 11227191 CONDO 1 N 11227198 CONDO 1 N 11227230 1 FAMILY 1 N 11227233 2 - 4 FAM 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1 FAMILY 1 N 11229320 1 FAMILY 1 N 11229321 1 FAMILY 1 N 11229367 1 FAMILY 1 N 11229368 1 FAMILY 1 N 11229377 1 FAMILY 1 N 11229381 1 FAMILY 1 N 11229387 1 FAMILY 1 N 11229450 1 FAMILY 1 N 11229457 CONDO 1 N 11229461 CONDO 1 N 11229462 1 FAMILY 1 N 11229485 1 FAMILY 1 N 11229503 1 FAMILY 1 N 11229504 1 FAMILY 1 N 11229522 1 FAMILY 1 N 11229549 1 FAMILY 1 N 11229551 1 FAMILY 1 N 11229579 1 FAMILY 1 N 11229595 CONDO 1 N 11229603 1 FAMILY 1 N 11229666 PUD 1 N 11229677 1 FAMILY 1 N 11229683 CONDO 1 N 11229684 CONDO 1 N 11229798 PUD 1 N 11229813 1 FAMILY 1 N 11229829 1 FAMILY 1 N 11229857 1 FAMILY 1 N 11229882 1 FAMILY 1 N 11229884 1 FAMILY 1 N 11229886 1 FAMILY 1 N 11229890 1 FAMILY 1 N 11229902 1 FAMILY 1 N 11229903 1 FAMILY 1 N 11229913 1 FAMILY 1 N 11229916 1 FAMILY 1 N 11229921 1 FAMILY 1 N 11229932 1 FAMILY 1 N 11229946 CONDO 1 N 11229947 CONDO 1 N 11229952 1 FAMILY 1 N 11229974 1 FAMILY 1 N 11229975 1 FAMILY 1 N 11229982 1 FAMILY 1 N 11229989 1 FAMILY 1 N 11230029 1 FAMILY 1 N 11230044 1 FAMILY 1 N 11230081 CONDO 1 N 11230082 CONDO 1 N 11230090 1 FAMILY 1 N 11230109 PUD 1 N 11230157 1 FAMILY 1 N 11230161 1 FAMILY 1 N 11230179 PUD 1 N 11230180 1 FAMILY 1 N 11230185 1 FAMILY 1 N 11230193 1 FAMILY 1 N 11230218 1 FAMILY 1 N 11230237 1 FAMILY 1 N 11230241 1 FAMILY 1 N 11230242 1 FAMILY 1 N 11230270 1 FAMILY 1 N 11230271 1 FAMILY 1 N 11230272 1 FAMILY 1 N 11230335 1 FAMILY 1 N 11230359 1 FAMILY 1 N 11230366 1 FAMILY 1 N 11230377 1 FAMILY 1 N 11230404 PUD 1 N 11230414 CONDO 1 N 11230416 CONDO 1 N 11230450 1 FAMILY 1 N 11230464 1 FAMILY 1 N 11230466 1 FAMILY 1 N 11230475 CONDO 1 N 11230478 CONDO 1 N 11230519 1 FAMILY 1 N 11230520 1 FAMILY 1 N 11230534 1 FAMILY 1 N 11230559 1 FAMILY 1 N 11230579 1 FAMILY 1 N 11230607 CONDO 1 N 11230613 2 - 4 FAM 2 N 11230614 2 - 4 FAM 2 N 11230618 1 FAMILY 1 N 11230620 1 FAMILY 1 N 11230675 1 FAMILY 1 N 11230678 1 FAMILY 1 N 11230688 1 FAMILY 1 N 11230697 PUD 1 N 11230700 PUD 1 N 11230706 1 FAMILY 1 N 11230707 PUD 1 N 11230719 1 FAMILY 1 N 11230721 1 FAMILY 1 N 11230724 PUD 1 N 11230750 1 FAMILY 1 N 11230765 1 FAMILY 1 N 11230789 PUD 1 N 11230790 PUD 1 N 11230803 1 FAMILY 1 N 11230805 1 FAMILY 1 N 11230835 CONDO 1 N 11230836 CONDO 1 N 11230859 1 FAMILY 1 N 11230863 1 FAMILY 1 N 11230897 1 FAMILY 1 N 11230898 1 FAMILY 1 N 11230911 CONDO 1 N 11230923 CONDO 1 N 11230962 PUD 1 N 11230963 PUD 1 N 11230973 1 FAMILY 1 N 11231006 PUD 1 N 11231010 PUD 1 N 11231030 PUD 1 N 11231038 2 - 4 FAM 2 N 11231057 1 FAMILY 1 N 11231109 1 FAMILY 1 N 11231129 CONDO 1 N 11231131 CONDO 1 N 11231169 1 FAMILY 1 N 11231179 1 FAMILY 1 N 11231211 1 FAMILY 1 N 11231241 1 FAMILY 1 N 11231242 1 FAMILY 1 N 11231243 1 FAMILY 1 N 11231249 1 FAMILY 1 N 11231259 1 FAMILY 1 N 11231277 1 FAMILY 1 N 11231314 1 FAMILY 1 N 11231317 1 FAMILY 1 N 11231352 1 FAMILY 1 N 11231357 1 FAMILY 1 N 11231403 1 FAMILY 1 N 11231407 CONDO 1 N 11231408 CONDO 1 N 11231419 1 FAMILY 1 N 11231421 1 FAMILY 1 N 11231474 1 FAMILY 1 N 11231476 1 FAMILY 1 N 11231491 1 FAMILY 1 N 11231494 1 FAMILY 1 N 11231508 PUD 1 N 11231514 1 FAMILY 1 N 11231524 1 FAMILY 1 N 11231530 CONDO 1 N 11231534 1 FAMILY 1 N 11231536 2 - 4 FAM 3 N 11231617 CONDO 1 N 11231636 1 FAMILY 1 N 11231637 1 FAMILY 1 N 11231642 1 FAMILY 1 N 11231644 1 FAMILY 1 N 11231649 1 FAMILY 1 N 11231677 1 FAMILY 1 N 11231678 1 FAMILY 1 N 11231687 1 FAMILY 1 N 11231758 1 FAMILY 1 N 11231788 1 FAMILY 1 N 11231801 1 FAMILY 1 N 11231808 1 FAMILY 1 N 11231811 1 FAMILY 1 N 11231812 1 FAMILY 1 N 11231813 1 FAMILY 1 N 11231823 CONDO 1 N 11231824 CONDO 1 N 11231827 CONDO 1 N 11231834 1 FAMILY 1 N 11231835 1 FAMILY 1 N 11231854 1 FAMILY 1 N 11231891 1 FAMILY 1 N 11231894 1 FAMILY 1 N 11231899 1 FAMILY 1 N 11231908 CONDO 1 N 11231911 CONDO 1 N 11231938 1 FAMILY 1 N 11231939 1 FAMILY 1 N 11231945 1 FAMILY 1 N 11231958 1 FAMILY 1 N 11231964 PUD 1 N 11231966 PUD 1 N 11231985 1 FAMILY 1 N 11231986 1 FAMILY 1 N 11231992 1 FAMILY 1 N 11232004 1 FAMILY 1 N 11232013 1 FAMILY 1 N 11232059 PUD 1 N 11232072 PUD 1 N 11232076 PUD 1 N 11232129 1 FAMILY 1 N 11232160 1 FAMILY 1 N 11232170 1 FAMILY 1 N 11232177 1 FAMILY 1 N 11232178 1 FAMILY 1 N 11232246 PUD 1 N 11232257 1 FAMILY 1 N 11232267 PUD 1 N 11232271 1 FAMILY 1 N 11232275 1 FAMILY 1 N 11232290 1 FAMILY 1 N 11232297 1 FAMILY 1 N 11232303 1 FAMILY 1 N 11232317 1 FAMILY 1 N 11232322 1 FAMILY 1 N 11232324 PUD 1 N 11232332 1 FAMILY 1 N 11232333 1 FAMILY 1 N 11232340 1 FAMILY 1 N 11232379 1 FAMILY 1 N 11232401 1 FAMILY 1 N 11232402 1 FAMILY 1 N 11232411 1 FAMILY 1 N 11232417 1 FAMILY 1 N 11232421 1 FAMILY 1 N 11232424 1 FAMILY 1 N 11232426 1 FAMILY 1 N 11232433 1 FAMILY 1 N 11232455 1 FAMILY 1 N 11232456 1 FAMILY 1 N 11232506 PUD 1 N 11232511 CONDO 1 N 11232577 1 FAMILY 1 N 11232583 1 FAMILY 1 N 11232591 1 FAMILY 1 N 11232617 1 FAMILY 1 N 11232625 1 FAMILY 1 N 11232665 1 FAMILY 1 N 11232675 1 FAMILY 1 N 11232677 CONDO 1 N 11232682 CONDO 1 N 11232683 1 FAMILY 1 N 11232706 1 FAMILY 1 N 11232712 1 FAMILY 1 N 11232717 PUD 1 N 11232722 1 FAMILY 1 N 11232756 1 FAMILY 1 N 11232779 1 FAMILY 1 N 11232782 1 FAMILY 1 N 11232808 1 FAMILY 1 N 11232812 1 FAMILY 1 N 11232834 1 FAMILY 1 N 11232846 1 FAMILY 1 N 11232851 2 - 4 FAM 3 N 11232875 1 FAMILY 1 N 11232877 1 FAMILY 1 N 11232880 1 FAMILY 1 N 11232883 1 FAMILY 1 N 11232884 1 FAMILY 1 N 11232889 PUD 1 N 11232890 PUD 1 N 11232931 1 FAMILY 1 N 11232932 1 FAMILY 1 N 11232942 1 FAMILY 1 N 11232960 1 FAMILY 1 N 11232961 1 FAMILY 1 N 11232967 1 FAMILY 1 N 11232968 1 FAMILY 1 N 11233003 1 FAMILY 1 N 11233009 1 FAMILY 1 N 11233011 1 FAMILY 1 N 11233118 1 FAMILY 1 N 11233126 1 FAMILY 1 N 11233146 1 FAMILY 1 N 11233148 1 FAMILY 1 N 11233155 1 FAMILY 1 N 11233218 1 FAMILY 1 N 11233241 1 FAMILY 1 N 11233242 1 FAMILY 1 N 11233248 1 FAMILY 1 N 11233259 1 FAMILY 1 N 11233260 1 FAMILY 1 N 11233275 PUD 1 N 11233321 PUD 1 N 11233326 PUD 1 N 11233335 CONDO 1 N 11233344 1 FAMILY 1 N 11233345 1 FAMILY 1 N 11233346 1 FAMILY 1 N 11233355 1 FAMILY 1 N 11233363 1 FAMILY 1 N 11233365 1 FAMILY 1 N 11233393 1 FAMILY 1 N 11233449 1 FAMILY 1 N 11233452 1 FAMILY 1 N 11233454 CONDO 1 N 11233480 1 FAMILY 1 N 11233484 2 - 4 FAM 2 N 11233496 1 FAMILY 1 N 11233499 PUD 1 N 11233505 1 FAMILY 1 N 11233535 1 FAMILY 1 N 11233573 PUD 1 N 11233589 1 FAMILY 1 N 11233612 2 - 4 FAM 3 N 11233626 1 FAMILY 1 N 11233630 PUD 1 N 11233631 PUD 1 N 11233655 CONDO 1 N 11233656 CONDO 1 N 11233680 PUD 1 N 11233698 1 FAMILY 1 N 11233704 1 FAMILY 1 N 11233744 PUD 1 N 11233745 PUD 1 N 11233747 1 FAMILY 1 N 11233752 1 FAMILY 1 N 11233753 1 FAMILY 1 N 11233755 1 FAMILY 1 N 11233764 1 FAMILY 1 N 11233808 2 - 4 FAM 2 N 11233810 2 - 4 FAM 2 N 11233842 1 FAMILY 1 N 11233857 1 FAMILY 1 N 11233871 PUD 1 N 11233875 1 FAMILY 1 N 11233911 CONDO 1 N 11233920 1 FAMILY 1 N 11233921 1 FAMILY 1 N 11233988 PUD 1 N 11234000 PUD 1 N 11234003 1 FAMILY 1 N 11234029 1 FAMILY 1 N 11234044 PUD 1 N 11234052 1 FAMILY 1 N 11234092 CONDO 1 N 11234096 CONDO 1 N 11234108 1 FAMILY 1 N 11234112 1 FAMILY 1 N 11234170 1 FAMILY 1 N 11234177 PUD 1 N 11234178 PUD 1 N 11234181 PUD 1 N 11234182 PUD 1 N 11234212 2 - 4 FAM 2 N 11234213 2 - 4 FAM 2 N 11234223 1 FAMILY 1 N 11234224 1 FAMILY 1 N 11234225 2 - 4 FAM 2 N 11234227 2 - 4 FAM 2 N 11234255 1 FAMILY 1 N 11234262 PUD 1 N 11234263 PUD 1 N 11234275 2 - 4 FAM 3 N 11234285 1 FAMILY 1 N 11234301 1 FAMILY 1 N 11234304 1 FAMILY 1 N 11234334 1 FAMILY 1 N 11234357 1 FAMILY 1 N 11234373 CONDO 1 N 11234389 1 FAMILY 1 N 11234427 1 FAMILY 1 N 11234445 1 FAMILY 1 N 11234493 PUD 1 N 11234496 1 FAMILY 1 N 11234502 1 FAMILY 1 N 11234516 1 FAMILY 1 N 11234534 1 FAMILY 1 N 11234535 1 FAMILY 1 N 11234539 2 - 4 FAM 2 N 11234544 PUD 1 N 11234546 CONDO 1 N 11234547 CONDO 1 N 11234567 1 FAMILY 1 N 11234568 1 FAMILY 1 N 11234582 CONDO 1 N 11234602 1 FAMILY 1 N 11234606 1 FAMILY 1 N 11234619 1 FAMILY 1 N 11234626 1 FAMILY 1 N 11234627 1 FAMILY 1 N 11234679 1 FAMILY 1 N 11234685 1 FAMILY 1 N 11234711 1 FAMILY 1 N 11234712 1 FAMILY 1 N 11234728 1 FAMILY 1 N 11234734 1 FAMILY 1 N 11234735 1 FAMILY 1 N 11234749 CONDO 1 N 11234750 CONDO 1 N 11234752 1 FAMILY 1 N 11234799 2 - 4 FAM 4 N 11234825 2 - 4 FAM 2 N 11234827 2 - 4 FAM 2 N 11234828 1 FAMILY 1 N 11234858 1 FAMILY 1 N 11234861 1 FAMILY 1 N 11234864 1 FAMILY 1 N 11234870 1 FAMILY 1 N 11234889 1 FAMILY 1 N 11234909 2 - 4 FAM 2 N 11234913 2 - 4 FAM 2 N 11234932 1 FAMILY 1 N 11234934 1 FAMILY 1 N 11234956 1 FAMILY 1 N 11234958 1 FAMILY 1 N 11234964 1 FAMILY 1 N 11234965 1 FAMILY 1 N 11234971 1 FAMILY 1 N 11234975 1 FAMILY 1 N 11235003 PUD 1 N 11235036 1 FAMILY 1 N 11235098 1 FAMILY 1 N 11235123 1 FAMILY 1 N 11235144 1 FAMILY 1 N 11235145 1 FAMILY 1 N 11235185 1 FAMILY 1 N 11235307 1 FAMILY 1 N 11235309 1 FAMILY 1 N 11235314 PUD 1 N 11235333 PUD 1 N 11235372 1 FAMILY 1 N 11235430 1 FAMILY 1 N 11235431 1 FAMILY 1 N 11235438 1 FAMILY 1 N 11235439 1 FAMILY 1 N 11235447 PUD 1 N 11235485 CONDO 1 N 11235515 1 FAMILY 1 N 11235541 1 FAMILY 1 N 11235550 PUD 1 N 11235551 PUD 1 N 11235572 1 FAMILY 1 N 11235603 1 FAMILY 1 N 11235604 1 FAMILY 1 N 11235605 CONDO 1 N 11235606 CONDO 1 N 11235614 1 FAMILY 1 N 11235615 1 FAMILY 1 N 11235642 1 FAMILY 1 N 11235643 1 FAMILY 1 N 11235648 1 FAMILY 1 N 11235673 1 FAMILY 1 N 11235679 1 FAMILY 1 N 11235680 1 FAMILY 1 N 11235692 1 FAMILY 1 N 11235696 1 FAMILY 1 N 11235700 PUD 1 N 11235705 PUD 1 N 11235768 1 FAMILY 1 N 11235771 1 FAMILY 1 N 11235774 1 FAMILY 1 N 11235775 1 FAMILY 1 N 11235777 1 FAMILY 1 N 11235779 CONDO 1 N 11235786 CONDO 1 N 11235787 2 - 4 FAM 4 N 11235792 1 FAMILY 1 N 11235838 1 FAMILY 1 N 11235864 PUD 1 N 11235870 CONDO 1 N 11235871 1 FAMILY 1 N 11235940 1 FAMILY 1 N 11235943 1 FAMILY 1 N 11235950 CONDO 1 N 11235951 CONDO 1 N 11235967 PUD 1 N 11235969 PUD 1 N 11235980 1 FAMILY 1 N 11236018 1 FAMILY 1 N 11236022 1 FAMILY 1 N 11236023 1 FAMILY 1 N 11236024 1 FAMILY 1 N 11236054 1 FAMILY 1 N 11236074 PUD 1 N 11236075 PUD 1 N 11236105 PUD 1 N 11236106 PUD 1 N 11236110 PUD 1 N 11236112 PUD 1 N 11236128 PUD 1 N 11236129 PUD 1 N 11236147 1 FAMILY 1 N 11236153 1 FAMILY 1 N 11236167 1 FAMILY 1 N 11236190 1 FAMILY 1 N 11236223 1 FAMILY 1 N 11236240 1 FAMILY 1 N 11236246 1 FAMILY 1 N 11236316 1 FAMILY 1 N 11236325