CITIGROUP MORTGAGE LOAN TRUST INC. Depositor CITIMORTGAGE, INC. Master Servicer and Trust Administrator CITIBANK, N.A. Paying Agent, Certificate Registrar and Authenticating Agent and Trustee POOLING AND SERVICING AGREEMENT Dated as of September 1,...
CITIGROUP MORTGAGE LOAN TRUST INC.
Depositor
CITIMORTGAGE, INC.
Master Servicer and Trust Administrator
CITIBANK, N.A.
Paying Agent, Certificate Registrar and Authenticating Agent
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
_________________________________________
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2005
_________________________________________
Mortgage Pass-Through Certificates
Series 2005-7
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.01 |
Defined Terms |
|
SECTION 1.02 |
Allocation of Certain Interest Shortfalls |
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 |
Conveyance of Mortgage Loans |
| |||||
SECTION 2.02 |
Acceptance of the Trust Fund by the Trustee |
| |||||
SECTION 2.03 |
Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor |
| |||||
SECTION 2.04 |
Reserved |
| |||||
SECTION 2.05 |
Representations, Warranties and Covenants of the Master Servicer |
| |||||
SECTION 2.06 |
Issuance of the Certificates |
| |||||
SECTION 2.07 |
Conveyance of the REMIC Regular Interests; Acceptance of the Trust REMICs by the Trustee | ||||||
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01 |
Master Servicer to Act as Master Servicer |
| |||||||||||||
SECTION 3.02 |
Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers |
| |||||||||||||
SECTION 3.03 |
Successor Sub-Servicers |
| |||||||||||||
SECTION 3.04 |
Liability of the Master Servicer |
| |||||||||||||
SECTION 3.05 |
No Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator or Certificateholders | ||||||||||||||
SECTION 3.06 |
Assumption or Termination of Sub-Servicing Agreements by Trustee |
| |||||||||||||
SECTION 3.07 |
Collection of Certain Mortgage Loan Payments |
| |||||||||||||
SECTION 3.08 |
Sub-Servicing Accounts |
| |||||||||||||
SECTION 3.09 |
Collection of Taxes, Assessments and Similar Items; Servicing Accounts |
| |||||||||||||
SECTION 3.10 |
Collection Account and Distribution Account |
| |||||||||||||
SECTION 3.11 |
Withdrawals from the Collection Account and Distribution Account |
| |||||||||||||
SECTION 3.12 |
Investment of Funds in the Collection Account and the Distribution Account |
| |||||||||||||
SECTION 3.13 |
Maintenance of the Primary Mortgage Insurance Policies; Collections Thereunder |
| |||||||||||||
SECTION 3.14 |
Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage |
| |||||||||||||
SECTION 3.15 |
Enforcement of Due-On-Sale Clauses; Assumption Agreements |
| |||||||||||||
SECTION 3.16 |
Realization Upon Defaulted Mortgage Loans |
| |||||||||||||
TABLE OF CONTENTS|
(continued)
SECTION 3.17 |
Trustee to Cooperate; Release of Mortgage Files |
| ||||||||
SECTION 3.18 |
Servicing Compensation |
| ||||||||
SECTION 3.19 |
Reports to the Trust Administrator; Collection Account Statements |
| ||||||||
SECTION 3.20 |
Statement as to Compliance |
| ||||||||
SECTION 3.21 |
Independent Public Accountants’ Servicing Report |
| ||||||||
SECTION 3.22 |
Access to Certain Documentation |
| ||||||||
SECTION 3.23 |
Title, Management and Disposition of REO Property |
| ||||||||
SECTION 3.24 |
Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls | |||||||||
SECTION 3.25 |
Obligations of the Master Servicer in Respect of Monthly Payments |
| ||||||||
SECTION 3.26 |
Administration of Buydown Funds |
| ||||||||
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 |
Distributions |
| |||||
SECTION 4.02 |
Statements to Certificateholders |
| |||||
SECTION 4.03 |
Remittance Reports; P&I Advances |
| |||||
SECTION 4.04 |
Allocation of Extraordinary Trust Fund Expenses and Realized Losses |
| |||||
SECTION 4.05 |
Compliance with Withholding Requirements |
| |||||
SECTION 4.06 |
Commission Reporting |
| |||||
SECTION 4.07 |
Distributions and Allocations of Realized Losses on the REMIC Regular Interests | ||||||
ARTICLE V
THE CERTIFICATES
SECTION 5.01 |
The Certificates |
| |||
SECTION 5.02 |
Registration of Transfer and Exchange of Certificates | ||||
SECTION 5.03 |
Mutilated, Destroyed, Lost or Stolen Certificates |
| |||
SECTION 5.04 |
Persons Deemed Owners |
| |||
SECTION 5.05 |
Certain Available Information |
| |||
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01 |
Liability of the Depositor and the Master Servicer |
| |||
SECTION 6.02 |
Merger or Consolidation of the Depositor or the Master Servicer |
| |||
SECTION 6.03 |
Limitation on Liability of the Depositor, the Master Servicer and Others | ||||
SECTION 6.04 |
Limitation on Resignation of the Master Servicer |
| |||
SECTION 6.05 |
Rights of the Depositor in Respect of the Master Servicer |
| |||
TABLE OF CONTENTS|
(continued)
ARTICLE VII
DEFAULT
SECTION 7.01 |
Master Servicer Events of Default |
| ||
SECTION 7.02 |
Trustee to Act; Appointment of Successor |
| ||
SECTION 7.03 |
Notification to Certificateholders |
| ||
SECTION 7.04 |
Waiver of Master Servicer Events of Default | |||
ARTICLE VIII
CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT
SECTION 8.01 |
Duties of Trustee, Trust Administrator and Others |
| |||
SECTION 8.02 |
Certain Matters Affecting the Trustee, the Trust Administrator and Others |
| |||
SECTION 8.03 |
Trustee, Trust Administrator and Others not Liable for Certificates or Mortgage Loans |
| |||
SECTION 8.04 |
Trustee, Trust Administrator and Others May Own Certificates |
| |||
SECTION 8.05 |
Trustee’s, Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate Registrar’s and | ||||
Custodians’ Fees and Expenses
SECTION 8.06 |
Eligibility Requirements for Trustee and Trust Administrator |
| ||||||||
SECTION 8.07 |
Resignation and Removal of the Trustee and the Trust Administrator |
| ||||||||
SECTION 8.08 |
Successor Trustee or Trust Administrator |
| ||||||||
SECTION 8.09 |
Merger or Consolidation of Trustee or Trust Administrator |
| ||||||||
SECTION 8.10 |
Appointment of Co-Trustee or Separate Trustee |
| ||||||||
SECTION 8.11 |
[Intentionally omitted |
| ||||||||
SECTION 8.12 |
Appointment of Office or Agency |
| ||||||||
SECTION 8.13 |
Representations and Warranties |
| ||||||||
SECTION 8.14 |
Appointment and Removal of Paying Agent, Authenticating Agent and Certificate Registrar | |||||||||
SECTION 8.15 |
No Trustee Liability for Actions or Inactions of Custodians |
| ||||||||
ARTICLE IX
TERMINATION
SECTION 9.01 |
Termination Upon Repurchase or Liquidation of the Mortgage Loans | |
SECTION 9.02 |
Additional Termination Requirements |
|
TABLE OF CONTENTS|
(continued)
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 |
REMIC Administration |
| |
SECTION 10.02 |
Prohibited Transactions and Activities |
| |
SECTION 10.03 |
Master Servicer and Trust Administrator Indemnification | ||
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 |
Amendment |
| ||||||
SECTION 11.02 |
Recordation of Agreement; Counterparts |
| ||||||
SECTION 11.03 |
Limitation on Rights of Certificateholders | |||||||
SECTION 11.04 |
Governing Law |
| ||||||
SECTION 11.05 |
Notices |
| ||||||
SECTION 11.06 |
Severability of Provisions |
| ||||||
SECTION 11.07 |
Notice to Rating Agencies |
| ||||||
SECTION 11.08 |
Article and Section References |
| ||||||
SECTION 11.09 |
Grant of Security Interest |
| ||||||
EXHIBITS
Exhibit A-1 |
Form of Class 1-A1 Certificate |
Exhibit A-2 |
Form of Class 1-A2 Certificate |
Exhibit A-3 |
Form of Class 1-A3 Certificate |
Exhibit A-4 |
Form of Class 1-A4 Certificate |
Exhibit A-5 |
Form of Class 1-AIO1 Certificate |
Exhibit A-6 |
Form of Class 1-AIO2 Certificate |
Exhibit A-7 |
Form of Class 1-P Certificate |
Exhibit A-8 |
Form of Class 1-R Certificate |
Exhibit A-9 |
Form of Class 1-B1 Certificate |
Exhibit A-10 |
Form of Class 1-B2 Certificate |
Exhibit A-11 |
Form of Class 1-B3 Certificate |
Exhibit A-12 |
Form of Class 1-B4 Certificate |
Exhibit A-13 |
Form of Class 1-B5 Certificate |
Exhibit A-14 |
Form of Class 1-B6 Certificate |
Exhibit A-15 |
Form of Class 2-A1A Certificate |
Exhibit A-16 |
Form of Class 2-A1B Certificate |
Exhibit A-17 |
Form of Class 2-A2A Certificate |
Exhibit A-18 |
Form of Class 2-A2B Certificate |
Exhibit A-19 |
Form of Class 2-A3A Certificate |
Exhibit A-20 |
Form of Class 2-A3B Certificate |
Exhibit A-21 |
Form of Class 2-A4 Certificate |
Exhibit A-22 |
Form of Class 2-A5A Certificate |
Exhibit A-23 |
Form of Class 2-A5B Certificate |
Exhibit A-24 |
Form of Class 2-P Certificate |
Exhibit A-25 |
Form of Class 2-R Certificate |
Exhibit A-26 |
Form of Class 2-B1 Certificate |
Exhibit A-27 |
Form of Class 2-B2 Certificate |
Exhibit A-28 |
Form of Class 2-B3 Certificate |
Exhibit A-29 |
Form of Class 2-B4 Certificate |
Exhibit A-30 |
Form of Class 2-B5 Certificate |
EXHIBITS
(continued)
Exhibit A-31 |
Form of Class 2-B6 Certificate |
Exhibit B |
[Reserved] |
Exhibit C |
[Reserved] |
Exhibit D |
Form of Mortgage Loan Purchase Agreement |
Exhibit E |
Request for Release |
Exhibit F-1 |
Form of Transferor Representation Letter and Form of Transferee Representation Letter in Connection with Transfer of the Private Certificates Pursuant to Rule 144A Under the 1933 Act |
Exhibit F-2 |
Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates |
Exhibit G |
Form of Certification with respect to ERISA and the Code |
Exhibit H |
Form of Master Servicer Certification |
Schedule 1 |
Mortgage Loan Schedule |
This Pooling and Servicing Agreement, is dated and effective as of September 1, 2005, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC., as Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent, Certificate Registrar and Authenticating Agent and U.S. BANK NATIONAL ASSOCIATION, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Mortgage Loans and certain other related assets subject to this Agreement.
REMIC I-A
As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-A”. The Class R-IA Residual Interest will be the sole class of “residual interests” in REMIC I-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I-A Regular Interests (as defined herein). None of the REMIC I-A Regular Interests will be certificated.
Designation |
|
REMIC I-A Remittance Rate |
|
Initial Uncertificated Balance |
|
Latest Possible Maturity Date(1) | |
LT-1A |
|
(2) |
|
$ |
357,800.75 |
|
October 2035 |
LT-1B |
|
(2) |
|
$ |
4,770,820.78 |
|
October 2035 |
LT-2A |
|
(2) |
|
$ |
1,071,079.00 |
|
October 2035 |
LT-2B |
|
(2) |
|
$ |
14,280,979.00 |
|
October 2035 |
LT-3A |
|
(2) |
|
$ |
838,868.70 |
|
October 2035 |
LT-3B |
|
(2) |
|
$ |
11,184,568.70 |
|
October 2035 |
LT-4A |
|
(2) |
|
$ |
607,492.36 |
|
October 2035 |
LT-4B |
|
(2) |
|
$ |
8,099,592.36 |
|
October 2035 |
LT-ZZZ |
|
(2) |
|
$ |
342,148,206.36 |
|
October 2035 |
LT-R |
|
(2) |
|
$ |
100.00 |
|
October 0000 |
XX-X |
|
(2) |
|
$ |
100.37 |
|
October 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 Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I-A Regular Interest.
(2) |
Calculated in accordance with the definition of “REMIC I-A Remittance Rate” herein. |
REMIC I-B
As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC I-A Regular Interests as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-B”.
The Class R-IB Residual Interest will be the sole class of “residual interests” in REMIC I-B for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I-B 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-B Regular Interests (as defined herein). None of the REMIC I-B Regular Interests will be certificated.
Designation |
|
REMIC I-B Remittance Rate |
|
Initial Uncertificated Balance |
|
Latest Possible Maturity Date(1) | |
LT-1-A1 |
|
(2) |
|
$ |
44,130,000.00 |
|
October 2035 |
LT-1-A2 |
|
(2) |
|
$ |
132,099,000.00 |
|
October 2035 |
LT-1-A3 |
|
(2) |
|
$ |
103,457,000.00 |
|
October 2035 |
LT-1-A4 |
|
(2) |
|
$ |
74,921,000.00 |
|
October 2035 |
LT-1-B1 |
|
(2) |
|
$ |
11,310,000.00 |
|
October 2035 |
LT-1-B2 |
|
(2) |
|
$ |
5,942,000.00 |
|
October 2035 |
LT-1-B3 |
|
(2) |
|
$ |
4,409,000.00 |
|
October 2035 |
LT-1-B4 |
|
(2) |
|
$ |
2,875,000.00 |
|
October 2035 |
LT-1-B5 |
|
(2) |
|
$ |
2,108,000.00 |
|
October 2035 |
LT-1-B6 |
|
(2) |
|
$ |
2,108,408.00 |
|
October 2035 |
LT-R |
|
(2) |
|
$ |
100.00 |
|
October 0000 |
XX-X |
|
(2) |
|
$ |
100.37 |
|
October 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 Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I-B Regular Interest.
(2) |
Calculated in accordance with the definition of “REMIC I-B Remittance Rate” herein. |
REMIC I-C
As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC I-B Regular Interests subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-C”. The Class R-IC Residual Interest will be the sole class of “residual interests” in REMIC I-C for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Pass-Through Rate, the Initial Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the Classes of Certificates that evidence “regular interests” or “residual interests” in REMIC I-C.
Designation |
|
Pass-Through Rate(2) |
Initial Aggregate |
|
Latest Possible Maturity Date(1) | ||
Class 1-A1 |
|
Variable |
|
$44,130,000.00 |
|
|
October 2035 |
Class 1-A2 |
|
Variable |
|
$132,099,000.00 |
|
|
October 2035 |
Class 1-A3 |
|
Variable |
|
$103,457,000.00 |
|
|
October 2035 |
Class 1-A4 |
|
Variable |
|
$74,921,000.00 |
|
|
October 2035 |
Class 1-AIO1 |
|
0.25% |
|
N/A (2) |
|
|
October 2035 |
Class 1-AIO2 |
|
0.50% |
|
N/A (2) |
|
|
October 2035 |
Class 1-B1 |
|
Variable |
|
$11,310,000.00 |
|
|
October 2035 |
Class 1-B2 |
|
Variable |
|
$5,942,000.00 |
|
|
October 2035 |
Class 1-B3 |
|
Variable |
|
$4,409,000.00 |
|
|
October 2035 |
Class 1-B4 |
|
Variable |
|
$2,875,000.00 |
|
|
October 2035 |
Class 1-B5 |
|
Variable |
|
$2,108,000.00 |
|
|
October 2035 |
Class 1-B6 |
|
Variable |
|
$2,108,408.00 |
|
|
October 2035 |
Class 1-R |
|
Variable |
|
$100.00 |
|
|
October 2035 |
Class 1-P |
|
0.00% |
|
$100.37 |
|
|
October 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 Group I Mortgage Loan 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 1-AIO1 Certificates and Class 1-AIO2 Certificates are interest only certificates and will not have certificate principal balances. These certificates accrue interest on the notional amount thereof.
REMIC II-A
As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-A”. The Class R-IIA Residual Interest will be the sole class of “residual interests” in REMIC II-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC II-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II-A Regular Interests (as defined herein). None of the REMIC II-A Regular Interests will be certificated.
Designation |
|
REMIC II-A Remittance Rate |
|
Initial Uncertificated Balance |
|
Latest Possible Maturity Date(1) | |
LT-1A |
|
(2) |
|
$ |
362,297.79 |
|
November 2035 |
LT-1B |
|
(2) |
|
$ |
9,661,117.79 |
|
November 2035 |
LT-2A |
|
(2) |
|
$ |
344,011.23 |
|
November 2035 |
LT-2B |
|
(2) |
|
$ |
9,172,811.24 |
|
November 2035 |
LT-3A |
|
(2) |
|
$ |
755,770.38 |
|
November 2035 |
LT-3B |
|
(2) |
|
$ |
20,153,470.38 |
|
November 2035 |
LT-4A |
|
(2) |
|
$ |
629,011.60 |
|
November 2035 |
LT-4B |
|
(2) |
|
$ |
16,774,911.60 |
|
November 2035 |
LT-5A |
|
(2) |
|
$ |
864,529.15 |
|
November 2035 |
LT-5B |
|
(2) |
|
$ |
23,054,629.15 |
|
November 2035 |
LT-ZZZ |
|
(2) |
|
$ |
706,396,642.40 |
|
November 2035 |
LT-R |
|
(2) |
|
$ |
100.00 |
|
November 0000 |
XX-X |
|
(2) |
|
$ |
100.03 |
|
November 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 Group II Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC II-A Regular Interest.
(2) |
Calculated in accordance with the definition of “REMIC II-A Remittance Rate” herein. |
REMIC II-B
As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC II-A Regular Interests subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-B”. The Class R-IIB Residual Interest will be the sole class of “residual interests” in REMIC II-B for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Pass-Through Rate, the Initial Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the Classes of Certificates that evidence “regular interests” or “residual interests” in REMIC II-B.
Designation |
|
Pass-Through Rate(2) |
|
Initial Aggregate Certificate Balance |
|
Latest Possible Maturity Date(1) | |
Class 2-A1A |
|
Variable |
|
$89,365,000.00 |
|
|
November 2035 |
Class 2-A1B |
|
Variable |
|
$3,623,000.00 |
|
|
November 2035 |
Class 2-A2A |
|
Variable |
|
$84,848,000.00 |
|
|
November 2035 |
Class 2-A2B |
|
Variable |
|
$3,440,000.00 |
|
|
November 2035 |
Class 2-A3A |
|
Variable |
|
$186,419,000.00 |
|
|
November 2035 |
Class 2-A3B |
|
Variable |
|
$7,558,000.00 |
|
|
November 2035 |
Class 2-A4 |
|
Variable |
|
$161,459,000.00 |
|
|
November 2035 |
Class 2-A5A |
|
Variable |
|
$213,255,000.00 |
|
|
November 2035 |
Class 2-A5B |
|
Variable |
|
$8,646,000.00 |
|
|
November 2035 |
Class 2-B1 |
|
Variable |
|
$14,187,000.00 |
|
|
November 2035 |
Class 2-B2 |
|
Variable |
|
$5,517,000.00 |
|
|
November 2035 |
Class 2-B3 |
|
Variable |
|
$3,153,000.00 |
|
|
November 2035 |
Class 2-B4 |
|
Variable |
|
$2,759,000.00 |
|
|
November 2035 |
Class 2-B5 |
|
Variable |
|
$2,365,000.00 |
|
|
November 2035 |
Class 2-B6 |
|
Variable |
|
$1,575,202.00 |
|
|
November 2035 |
Class 2-R |
|
Variable |
|
$100.00 |
|
|
November 2035 |
Class 2-P |
|
0.00% |
|
$100.03 |
|
|
November 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 Group II Mortgage Loan 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. |
As of the Cut-off Date, the Group 1 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $383,359,608.37. As of the Cut-off Date, the Group 1-1 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $47,708,207.84. As of the Cut-off Date, the Group 1-2 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $142,809,789.97. As of the Cut-off Date, the Group 1-3 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $111,845,686.99. As of the Cut-off Date, the Group 1-4 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $80,995,923.57. As of the Cut-off Date. As of the Cut-off Date, the Group 2 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $788,169,402.03. As of the Cut-off Date, the Group 2-1 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $96,611,177.86. As of the Cut-off Date, the Group 2-2 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $91,728,112.35. As of the Cut-off Date, the Group 2-3 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $201,534,703.76. As of the Cut-off Date, the Group 2-4 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $167,749,116.55. As of the Cut-off Date, the Group 2-5 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $230,546,291.51.
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 |
Defined Terms. |
Whenever used in this Agreement, including, without limitation, in the Preliminary Statement hereto, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.
“Adjustable-Rate Mortgage Loan”: Each Group 1 Mortgage Loan and Group 2 Mortgage Loan.
“Adjustment Amount”: With respect to each Collateral Pool and each anniversary of the Cut-off Date, an amount equal to the greatest of (i) 1.00% multiplied by the aggregate outstanding principal balance of the related Mortgage Loans, (ii) the aggregate outstanding principal balance of the related Mortgage Loans secured by Mortgaged Properties located in the California postal zip code area in which the highest percentage of related Mortgage Loans based on outstanding principal balance are located and (iii) two times the outstanding principal balance of the related Mortgage Loan having the largest outstanding principal balance, in each case as of such anniversary of the Cut-off Date.
“Adjustment Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the month in which the Mortgage Rate of a Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Mortgage Loan is set forth in the Mortgage Loan Schedule.
“Administration Fee”: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the applicable Administration Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month.
“Administration Fee Rate”: With respect to the Group 1 Mortgage Loans, 0.0025% per annum. With respect to the Group 2 Mortgage Loans, 0.0025% per annum.
“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.
“Aggregate Senior Percentage”: With respect to any Distribution Date and the Group 1 Senior Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate Principal Balance of the Group 1 Senior Certificates for such Distribution Date and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool 1, in each case before reduction for any Realized Losses on such Distribution Date. With respect to any Distribution Date and the Group 2 Senior Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Group 2 Senior Certificates for such Distribution Date and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool 2, in each case before reduction for any Realized Losses on such Distribution Date.
“Aggregate Subordinate Percentage”: With respect to any Distribution Date and any collateral pool, the percentage equal to the aggregate Certificate Principal Balance of the related Subordinate Certificates immediately prior to such Distribution Date divided by the aggregate Scheduled Principal Balance of all of the related mortgage loans as of the close of business on the first day of the calendar month immediately preceding such Distribution Date.
“Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
“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.
“Available Distribution Amount”: With respect to any loan group within Collateral Pool 1, the related Group 1 Available Distribution Amount. With respect to any loan group within Collateral Pool 2, the related Group 2 Available Distribution Amount.
“Authenticating Agent”: Citibank, or its successor in interest, or any successor authenticating agent appointed as herein provided.
“Bankruptcy Amount”: As of any date of determination, with respect to Collateral Pool 1, an amount equal to the excess, if any, of (A) $150,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to the related Subordinate Certificates in accordance with Section 4.04. As of any date of determination, with respect to Collateral Pool 2, an amount equal to the excess, if any, of (A) $227,554 over (B) the aggregate amount of Bankruptcy Losses allocated solely to the related Subordinate Certificates in accordance with Section 4.04.
“Bankruptcy Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as amended.
“Bankruptcy Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.
“Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee. Initially, the Book-Entry Certificates will be all Classes of the
Certificates other than the Residual Certificates and the Class 1-P Certificates and the Class 2-P Certificates.
“Book-Entry Custodian”: The custodian appointed pursuant to Section 5.01.
“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking or savings and loan institutions in the State of New York, the State of California, the State of Iowa, the State of Missouri, the State of Texas, the Commonwealth of Virginia or in the city in which the Corporate Trust Office of the Trustee or the Corporate Trust Office of the Paying Agent is located are authorized or obligated by law or executive order to be closed.
“Buydown Account”: The custodial account or accounts created and maintained pursuant to Section 3.28.
“Buydown Agreement”: An agreement between the applicable originator and a Mortgagor, or an agreement among such originator, a Mortgagor and an employer of a relocated Mortgagor which, in each case, provides for the application of Buydown Funds.
“Buydown Funds”: In respect of any Buydown Mortgage Loan, any amount contributed by the related originator or the employer of a relocated borrower in order to enable the Mortgagor to reduce the payments required to be made from the Mortgagor’s funds during the Buydown Period. The Buydown Funds are not part of the Trust Fund prior to deposit into the Collection Account or the Distribution Account.
“Buydown Mortgage Loan”: Any Mortgage Loan in respect of which, pursuant to a Buydown Agreement, (i) the Mortgagor pays less than the full monthly payment specified in the Mortgage Note during the Buydown Period and (ii) the difference between the payments required under such Buydown Agreement and the Mortgage Note is paid from the related Buydown Funds.
“Buydown Period”: The period during which Buydown Funds are required to be applied to the related Buydown Mortgage Loans as provided in Section 3.28.
“Cash-out Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of the principal balance of any existing first mortgage on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage, related closing costs and subordinate mortgages on the related Mortgaged Property.
“Certificate”: Any one of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-7, issued under this Agreement.
“Certificate Factor”: With respect to any Class of Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Certificate Principal Balance or Notional Amount of such Class of Certificates on such Distribution Date (after giving effect to any distributions of principal and allocations of Realized Losses and Extraordinary Trust Fund Expenses in reduction of the Certificate Principal Balance or Notional Amount of such Class of Certificates to be made on such Distribution Date), and the denominator of which is the initial aggregate Certificate Principal Balance or Notional Amount of such Class of Certificates as of the Closing Date.
“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the Trust Administrator may conclusively rely upon a certificate of the Depositor or the Master Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee and the Trust Administrator shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.
“Certificate Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent.
“Certificate Principal Balance”: With respect to any Certificate (other than the Class 1-AIO1 Certificates and Class 1-AIO2 Certificates) 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, reduced by the aggregate of (a) all distributions of principal made thereon on such immediately prior Distribution Date and (b) without duplication of amounts described in clause (a) above, reductions in the Certificate Principal Balance thereof in connection with allocations thereto of Realized Losses on the
Mortgage Loans and Extraordinary Trust Fund Expenses on such immediately prior Distribution Date (or, in the case of any date of determination up to and including the initial Distribution Date, the initial Certificate Principal Balance of such Certificate, as stated on the face thereof). The Certificate Principal Balance of any Class of Certificates as of any date of determination is equal to the aggregate of the Certificate Principal Balances of the Certificates of such Class. Notwithstanding any of the foregoing, the Certificate Principal Balance of a Subordinate Certificate of the Class of Subordinate Certificates relating to a Collateral Pool outstanding with the highest numerical designation at any given time shall not be greater than the Percentage Interest evidenced by such Certificate multiplied by the excess, if any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans in such related Collateral Pool over (B) the then aggregate Certificate Principal Balances of all other Classes of Certificates relating to that Collateral Pool then outstanding.
“Certificate Register”: The register maintained pursuant to Section 5.02.
“Certificate Registrar”: Citibank, or its successor in interest, or any successor certificate registrar appointed as herein provided.
“Citibank”: Citibank, N.A.
“CitiMortgage”: CitiMortgage, Inc. in its capacity as an Initial Sub-Servicer with respect to the CitiMortgage Mortgage Loans.
“CitiMortgage Mortgage Loans”: The Mortgage Loans with respect to which CitiMortgage is the applicable Initial Sub-Servicer.
“Class”: Collectively, all of the Certificates bearing the same class designation.
“Class 1-A1 Certificate”: Any one of the Class 1-A1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-A2 Certificate”: Any one of the Class 1-A2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-A3 Certificate”: Any one of the Class 1-A3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-A4 Certificate”: Any one of the Class 1-A4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-AIO1 Certificate”: Any one of the Class 1-AIO1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-AIO2 Certificate”: Any one of the Class 1-AIO2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-P Certificate”: Any one of the Class 1-P Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-B1 Certificate”: Any one of the Class 1-B1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-9 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B1 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 1-B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 1 Subordinate Certificates immediately prior to such date.
“Class 1-B2 Certificate”: Any one of the Class 1-B2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-10 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B2 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 1-B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 1 Subordinate Certificates immediately prior to such date.
“Class 1-B3 Certificate”: Any one of the Class 1-B3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-11 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B3 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 1-B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 1 Subordinate Certificates immediately prior to such date.
“Class 1-B4 Certificate”: Any one of the Class 1-B4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-12 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B4 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 1-B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 1 Subordinate Certificates immediately prior to such date.
“Class 1-B5 Certificate”: Any one of the Class 1-B5 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-13 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B5 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 1-B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 1 Subordinate Certificates immediately prior to such date.
“Class 1-B6 Certificate”: Any one of the Class 1-B6 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-14 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.
“Class 1-B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 1-B6 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 1-6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 1 Subordinate Certificates immediately prior to such date.
“Class 1-R Certificate”: Any one of the Class 1-R Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-18 and evidencing ownership of the Class R-IA Residual Interest, Class R-IB Residual Interest and Class R-IC Residual Interest.
“Class 2-A1A Certificate”: Any one of the Class 2-A1A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-15 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-A1B Certificate”: Any one of the Class 2-A1B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-16 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-A2A Certificate”: Any one of the Class 2-A2A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-17 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-A2B Certificate”: Any one of the Class 2-A2B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-18 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-A3A Certificate”: Any one of the Class 2-A3A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-19 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-A3B Certificate”: Any one of the Class 2-A3B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-20 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-A4 Certificate”: Any one of the Class2-A-4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-21 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-A5A Certificate”: Any one of the Class 2-A5A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-22 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-A5B Certificate”: Any one of the Class 2-A5B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in
the form annexed hereto as Exhibit A-23 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-P Certificate”: Any one of the Class 2-P Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-26 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-B1 Certificate”: Any one of the Class 2-B1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-25 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B1 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 2-B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 2 Subordinate Certificates immediately prior to such date.
“Class 2-B2 Certificate”: Any one of the Class 2-B2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-27 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B2 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 2-B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 2 Subordinate Certificates immediately prior to such date.
“Class 2-B3 Certificate”: Any one of the Class 2-B3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-28 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B3 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 2-B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 2 Subordinate Certificates immediately prior to such date.
“Class 2-B4 Certificate”: Any one of the Class 2-B4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-29 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B4 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 2-B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 2 Subordinate Certificates immediately prior to such date.
“Class 2-B5 Certificate”: Any one of the Class 2-B5 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-30 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B5 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 2-B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 2 Subordinate Certificates immediately prior to such date.
“Class 2-B6 Certificate”: Any one of the Class 2-B6 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-30 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.
“Class 2-B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class 2-B6 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class 2-B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group 2 Subordinate Certificates immediately prior to such date.
“Class 2-R Certificate”: Any one of the Class 2-R Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-25 and evidencing ownership of the Class R-IIA Residual Interest and the Class R-IIB Residual Interest.
“Class A Certificates”: The Group 1 Class A Certificates and the Group 2 Class A Certificates.
“Class A Principal Adjustment Amount”: With respect to Collateral Pool 1, as to any Distribution Date on which the Certificate Principal Balances of all of the Class A Certificates related to a Loan Group have been reduced to zero, any remaining Principal Prepayments, Liquidation Proceeds or other unscheduled payments of principal collected in respect of the related Mortgage Loans in such Loan Group (and, with respect to any Distribution Date on which the aggregate Certificate Principal Balance of the Group 1 Subordinate Certificates has been reduced to zero, any remaining scheduled payments of principal in respect of the Mortgage Loans in the related Loan Group). With respect to Collateral Pool 2, as to any Distribution Date on which the Certificate Principal Balances of all of the Class A Certificates related to a Loan Group have been reduced to zero, any remaining Principal Prepayments, Liquidation Proceeds or other unscheduled payments of principal collected in respect of the related Mortgage Loans in such Loan Group (and, with respect to any Distribution Date on which the aggregate Certificate Principal Balance of the Group 2 Subordinate Certificates has been reduced to zero, any remaining scheduled payments of principal in respect of the Mortgage Loans in the related Loan Group).
“Class B Percentage”: Any one of the Class 1-B1 Percentage, the Class 1-B2 Percentage, the Class 1-B3 Percentage, the Class 1-B4 Percentage, the Class 1-B5 Percentage, the Class 1-B6 Percentage, the Class 2-B1 Percentage, the Class 2-B2 Percentage, the Class 2-B3 Percentage, the Class 2-B4 Percentage, the Class 2-B5 Percentage and the Class 2-B6 Percentage.
“Class P Certificates”: The Class 1-P Certificates and the Class 2-P Certificates.
“Class R-IA Residual Interest”: The uncertificated Residual Interest in REMIC I-A.
“Class R-IB Residual Interest”: The uncertificated Residual Interest in REMIC I-B.
“Class R-IC Residual Interest”: The uncertificated Residual Interest in REMIC I-C.
“Class R-IIA Residual Interest”: The uncertificated Residual Interest in REMIC II-A.
“Class R-IIB Residual Interest”: The uncertificated Residual Interest in REMIC II-B.
“Class A-IO Certificates”: The Class 1-AIO1 Certificates and the Class 1-AIO2 Certificates
“Closing Date”: September 30, 2005.
“Code”: The Internal Revenue Code of 1986, as amended.
“Collateral Pool”: Either Collateral Pool 1 or Collateral Pool 2.
“Collateral Pool 1”: The Mortgage Loans in Loan Group 1-1, Loan Group 1-2, Loan Group 1-3 and Loan Group 1-4.
“Collateral Pool 2”: The Mortgage Loans in Loan Group 2-1, Loan Group 2-2, Loan Group 2-3, Loan Group 2-4 and Loan Group 2-5.
“Collection Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.10(a), which shall be entitled, “CitiMortgage, Inc., as Master Servicer for U.S. Bank National Association, as Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-7.” The Collection Account must be an Eligible Account.
“Commission”: The Securities and Exchange Commission.
“Compensating Interest Payment”: With respect to each Collateral Pool and the Countrywide Mortgage Loans in such Collateral Pool, an amount equal to the lesser of one half of (a) one-twelfth of the product of (i) the weighted average servicing fee rate percentage for such Mortgage Loans as set forth in the applicable Initial Sub-Servicing Agreement and (ii) the Stated Principal Balance of such Mortgage Loans and (b) the aggregate servicing fee actually received for the applicable month for such Mortgage Loans pursuant to the applicable Initial Sub Servicing Agreement. With respect to each Collateral Pool and the SunTrust Mortgage Loans in such Collateral Pool, an amount equal to the lesser of (i) an amount which, when added to all amounts allocable to interest received in connection with such prepayment equals one month’s interest on the amount of principal so prepaid at the related mortgage rate net of the servicing fee and (ii) the aggregate amount of servicing compensation received by such servicer in respect of the mortgage loans in such Collateral Pool for the applicable calendar month. With respect to each Collateral Pool and the Xxxxx Mortgage Loans in such Collateral Pool, an amount which, when added to all amounts allocable to interest received in connection with such prepayment, equals one month’s interest on the amount of principal so prepaid at the related mortgage rate net of the related servicing fee rate (each as set forth in the applicable Initial Sub-Servicing Agreement). With respect to each Collateral Pool and the GreenPoint Mortgage Loans in such Collateral Pool and any prepayment in full or in part up to the lesser of (i) an amount which, when added to all amounts allocable to interest received in connection with such prepayment, equals one month’s interest on the amount of principal so prepaid at the related mortgage rate net of the related servicing fee rate (each as set forth in the applicable Initial Sub-Servicing Agreement) and (ii) the aggregate amount of servicing compensation received by such servicer in respect of the mortgage loans in such Collateral Pool for the applicable calendar month. With respect to each Collateral Pool and the National City Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount equal to the amount of interest (net of the related servicing fee rate, each as set forth in the applicable Initial Sub-Servicing Agreement) that would have accrued on the amount of the principal prepayment during the period commencing on the date as of which such principal prepayment was applied to the related mortgage loans and ending on the day immediately preceding the applicable due date for the next scheduled monthly payment.
“Corporate Trust Office”: The principal corporate trust office of the Trustee, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, at which
at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at (i) with respect to the Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator and (ii) with respect to the Paying Agent, the Certificate Registrar and the Authenticating Agent, Citibank, N.A., as Paying Agent, as Certificate Registrar or as Authenticating Agent, as the case may be, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other address as the Paying Agent, the Certificate Registrar and the Authenticating Agent may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Trust Administrator and the Trustee.
“Corresponding Certificate”: With respect to each REMIC I-B Regular Interest listed below, the Certificate listed below:
REMIC I-B Regular Interest |
Certificate |
LT-1-A1 |
Class 1-A1 |
LT-1-A2 |
Class 1-A2 |
LT-1-A3 |
Class 1-A3 |
LT-1-A4 |
Class 1-A4 |
LT-1-B1 |
Class 1-B1 |
LT-1-B2 |
Class 1-B2 |
LT-1-B3 |
Class 1-B3 |
LT-1-B4 |
Class 1-B4 |
LT-1-B5 |
Class 1-B5 |
LT-1-B6 |
Class 1-B6 |
LT-R |
Class 1-R |
LT-P |
Class 1-P |
“Countrywide”: Countrywide Home Loans, Inc. or its successor in interest.
“Countrywide Mortgage Loans”: The Mortgage Loans originated by Countrywide.
“Cross-Collateralization Date”: With respect to any Collateral Pool, any Distribution Date on which there are one or more Undercollateralized Loan Groups and one or more Overcollateralized Loan Groups relating to such Collateral Pool.
“Custodian”: A document custodian appointed by the Trustee to perform (or in the case of the initial Custodian otherwise engaged to perform) custodial duties with respect to the Mortgage Files. The initial Custodian is Citibank West, FSB. A Custodian may be the Trustee, any Affiliate of the Trustee or an independent entity.
“Custodial Agreement”: An agreement pursuant to which a Custodian performs custodial duties with respect to the Mortgage Files. With respect to the initial Custodian, the applicable agreement pursuant to which the Initial Custodian performs its custodial duties with respect to the Mortgage Files.
“Cut-off Date”: With respect to each Original Mortgage Loan, 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 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.
“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 by at least two of the Rating Agencies (or a comparable rating if S&P, Fitch and Xxxxx’x are not the Rating Agencies).
“Depository Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.
“Determination Date”: With respect to each Distribution Date, the 18th day of the calendar month in which such Distribution Date occurs or, if such 18th day is not a Business Day, the Business Day immediately following such 18th day; provided, however, that with respect to each Distribution Date and any Mortgage Loans subject to an Initial Sub-Servicing Agreement, the Determination Date shall be the date, relating to such Distribution Date, after which any Monthly Payments received are not reported by the related Sub-Servicer as having
been received for inclusion in the amounts remitted by such Sub-Servicer on the related remittance date under the applicable Sub-Servicing Agreement in respect of Monthly Payments on the related Mortgage Loans.
“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by REMIC I-A or REMIC II-A, other than through an Independent Contractor; provided, however, that the Trustee (or the Master Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the Master Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property.
“Disqualified Organization”: Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Xxxxxxx Mac, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” within the meaning of Section 775 of the Code and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.
“Distribution Account”: The trust account or accounts created and maintained by the Paying Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass- Through Certificates, Series 2005-7.” 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.
“Diverted Interest Amount”: With respect to Collateral Pool 1 or Collateral Pool 2 and any Distribution Date, one month’s interest accrued during the related Interest Accrual Period on the related Overcollateralized Amount at the Pass-Through Rate for the Class A Certificates related to the applicable Undercollateralized Loan Group or Undercollateralized
Loan Groups and any other unpaid interest shortfalls on the Class A Certificates related to the applicable Undercollateralized Loan Group or Undercollateralized Loan Groups, to the extent available (with overcollateralization calculated, for purposes of this definition, as of the prior Distribution Date after taking into account all distributions and Realized Loss allocations that occurred on such prior Distribution Date). On any Distribution Date, any Diverted Interest Amount will be diverted to the Available Distribution Amounts of any Undercollateralized Loan Groups on a pro rata basis based on their respective Undercollateralized Amounts. On any Distribution Date, any Diverted Interest Amount will be diverted from the Available Distribution Amounts of any Overcollateralized Loan Groups on a pro rata basis based on their respective Overcollateralized Amounts.
“DOL”: The United States Department of Labor or any successor in interest.
“DOL Regulations”: The regulations promulgated by the DOL at 29 C.F.R.ss.2510.3-101.
“Due Date”: With respect to each Distribution Date, the first day of the calendar month in which such Distribution Date occurs, which is the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.
“Due Period”: With respect to any Distribution Date, the period commencing on the second day of the calendar month preceding the calendar month in which such Distribution Date occurs and ending on the related Due Date.
“Eligible Account”: Any of (i) an account or accounts maintained with a Depository Institution, (ii) an account or accounts the deposits in which are fully insured by the FDIC or (iii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity. Eligible Accounts may bear interest.
“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.
“Estate in Real Property”: A fee simple estate in a parcel of land.
“Excess Bankruptcy Loss”: With respect to any Collateral Pool, any Bankruptcy Loss, or portion thereof, which exceeds the then applicable Bankruptcy Amount.
“Excess Fraud Loss”: With respect to any Collateral Pool, any Fraud Loss, or portion thereof, which exceeds the then applicable Fraud Loss Amount.
“Excess Loss”: With respect to any Collateral Pool, any Excess Bankruptcy Loss, Excess Special Hazard Loss, Excess Fraud Loss or Extraordinary Loss.
“Excess Special Hazard Loss”: With respect to any Collateral Pool, any Special Hazard Loss, or portion thereof, that exceeds the then applicable Special Hazard Amount.
“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 Administration Fee Rate.
“Extraordinary Loss”: Any Realized Loss or portion thereof caused by or resulting from:
(i) nuclear or chemical reaction or nuclear radiation or radioactive or chemical contamination, all whether controlled or uncontrolled and whether such loss be direct or indirect, proximate or remote or be in whole or in part caused by, contributed to or aggravated by a peril covered by the definition of the term “Special Hazard Loss”
(ii) hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack by any government or sovereign power, de jure or de facto, or by any authority maintaining or using military, naval or air forces, or by military, naval or air forces, or by an agent of any such government, power, authority or forces;
(iii) any weapon of war employing atomic fission or radioactive forces whether in time of peace or war, and
(iv) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence, seizure or destruction under quarantine or customs regulations, confiscation by order of any government or public authority, or risks of contraband or illegal transactions or trade.
“Extraordinary Trust Fund Expenses”: Any amounts reimbursable to the Master Servicer or the Depositor pursuant to Section 6.03, any amounts payable from the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts reimbursable to the Trustee, the Trust Administrator, Citibank or a Custodian from the Trust Fund pursuant to Section 2.01 or Section 8.05 and any other costs, expenses, liabilities and losses borne by the Trust Fund (exclusive of any cost, expense, liability or loss that is specific to a particular Mortgage Loan or REO Property and is taken into account in calculating a Realized Loss in respect thereof) for which the Trust Fund has not and, in the reasonable good faith judgment of the Trust Administrator, shall not, obtain reimbursement or indemnification from any other Person.
“Xxxxxx Xxx”: Xxxxxx Xxx, formerly known as the Federal National Mortgage Association, or any successor thereto.
“FDIC”: Federal Deposit Insurance Corporation or any successor thereto.
“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller, the Depositor or the Master Servicer pursuant to or as contemplated by Section 2.03 or Section 9.01), a determination made by the Master Servicer that all Liquidation Proceeds have been recovered. The Master Servicer shall maintain records of each Final Recovery Determination made thereby.
“Fitch”: Fitch Ratings, or its successor in interest.
“Fraud Loss”: Any Realized Loss or portion thereof sustained by reason of a default arising from intentional fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including by reason of the denial of coverage under any related Primary Mortgage Insurance Policy because of fraud, dishonesty or misrepresentation.
“Fraud Loss Amount”: With respect to Collateral Pool 1, as of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the second anniversary of the Cut-off Date, 2.00% of the aggregate outstanding principal balance of the Group 1 Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on the Group 1 Mortgage Loans allocated solely to the related Subordinate Certificates in accordance with Section 4.04 since the Cut-off Date up to such date of determination and (Y) from the second anniversary of the Cut-off Date and prior to the fifth anniversary of the Cut-off Date, (1) the lesser of (a) the related Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of the Group 1 Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group 1 Mortgage Loans allocated solely to the related Subordinate Certificates in accordance with Section 4.04 since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount with respect to Collateral Pool 1 shall be zero. In addition, after the Certificate Principal Balances of the related Subordinate Certificates are reduced to zero, the Fraud Loss Amount with respect to Collateral Pool 1 shall be zero.
With respect to Collateral Pool 2, as of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the second anniversary of the Cut-off Date, 1.00% of the aggregate outstanding principal balance of the Group 2 Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on the Group 2 Mortgage Loans allocated solely to the related Subordinate Certificates in accordance with Section 4.04 since the Cut-off Date up to such date of determination and (Y) from the second anniversary of the Cut-off Date and prior to the fifth anniversary of the Cut-off Date, (1) the lesser of (a) the related Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate outstanding principal balance of the Group 2 Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group 2 Mortgage Loans allocated solely to the related Subordinate Certificates in accordance with Section 4.04 since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount with respect to Collateral Pool 2 shall be zero. In addition, after the Certificate Principal Balances of the related Subordinate Certificates are reduced to zero, the Fraud Loss Amount with respect to Collateral Pool 2 shall be zero.
“Xxxxxxx Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation, or any successor thereto.
“GreenPoint”: GreenPoint Mortgage Funding, Inc.
“GreenPoint Mortgage Loans”: The Mortgage Loans originated by GreenPoint.
“Gross Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Mortgage Loan.
“Group 1 Available Distribution Amount”: With respect to any Distribution Date and a loan group within Collateral Pool 1, an amount equal to the excess of (i) the sum attributable to the related Group 1 Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for the related Group 1 Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the related Group 1 Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payment paid by the Master Servicer in respect of related Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period and (d) the aggregate of any P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to the related Group 1 Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.
Notwithstanding the foregoing, the Group 1 Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Loan Group) or decreased (in the case of an Overcollateralized Loan Group) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.
Provided, that, on any Distribution Date on which there are Group 1 Class A Certificates relating to only one Loan Group remaining outstanding, the Group 1 Available Distribution Amount for that Distribution Date will be calculated on an aggregate Collateral Pool 1 basis, without regard to the related Loan Group.
“Group 1 Certificates”: The Group 1 Senior Certificates and the Group 1 Subordinate Certificates.
“Group 1 Class A Certificates”: The Class 1-A1 Certificates, the Class 1-A2 Certificates, the Class 1-A3 Certificates and the Class 1-A4 Certificates.
“Group 1 Mortgage Loans”: Each mortgage loan identified as such on the attached Mortgage Loan Schedule.
“Group 1-1 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.
“Group 1-2 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.
“Group 1-3 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.
“Group 1-4 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.
“Group 1 Senior Certificates”: The Class 1-A1 Certificates, the Class 1-A2 Certificates, the Class 1-A3 Certificates, the Class 1-A4 Certificates, the Class 1-AIO1 Certificates, the Class 1-AIO2 Certificates and the Class 1-R Certificates.
“Group 1 Senior Percentage”: With respect to any Distribution Date and a loan group included in Collateral Pool 1, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the related Group 1 Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group 1 Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the related Group 1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in related loan group, in each case before reduction for any Realized Losses on such Distribution Date.
Notwithstanding the foregoing, on any Cross-Collateralization Date on which (x) the sum of (i) the aggregate Scheduled Principal Balance of the related Group 1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in the related loan group, in each case before reduction for any Realized Losses on such Distribution Date exceeds (y) the excess, if any, of the Certificate Principal Balance of the related Group 1 Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group 1 Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” the Group 1 Senior Percentage will equal the lesser of (a) 100% and (b) fraction, expressed as a percentage, the numerator of which is the sum of (i) the excess, if any, of the Certificate Principal Balance of the related Group 1 Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group 1 Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” plus (ii) the portion of the Overcollateralized Amount with respect to Collateral Pool 1, and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the related Group 1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in related loan group, in each case before reduction for any Realized Losses on such Distribution Date. On any Distribution Date after the reduction of the Certificate Principal Balances of all but one of the related Group 1 Class A Certificates to zero, the Group 1 Senior Percentage for that loan group will be the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any,
of the Certificate Principal Balance of the related Group 1 Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group 1 Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool 1, in each case before reduction for any Realized Losses on such Distribution Date.
“Group 1 Senior Prepayment Percentage”: With respect to any Distribution Date and any Group 1 Class A Certificates within the range indicated below, the percentage as indicated below:
Distribution Date |
Group 1 Senior Prepayment Percentage |
October 2005 through September 2012 |
100% |
October 2012 through September 2013 |
Group 1 Senior Percentage, plus 70% of the Group 1 Subordinate Percentage |
October 2013 through September 2014 |
Group 1 Senior Percentage, plus 60% of the Group 1 Subordinate Percentage |
October 2014 through September 2015 |
Group 1 Senior Percentage, plus 40% of the Group 1 Subordinate Percentage |
October 2015 through September 2016 |
Group 1 Senior Percentage, plus 20% of the Group 1 Subordinate Percentage |
October 2017 and thereafter |
Group 1 Senior Percentage |
provided, however, no reduction to the Group 1 Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group 1 Mortgage Loans delinquent 60 days or more (including REO Properties and Mortgage Loans in foreclosure) averaged over the last six months does not exceed 50% of the sum of the then current Certificate Principal Balances of the Group 1 Subordinate Certificates and (ii) Realized Losses on the Group 1 Mortgage Loans to date are less than the then applicable Trigger Amount.
On any Distribution Date on which Realized Losses on the Group 1 Mortgage Loans to date are greater than the then applicable Trigger Amount, the Group 1 Senior Prepayment Percentage for each Group 1 loan group will be the greater of (x) the related Group 1 Senior Prepayment Percentage for such Distribution Date or (y) the related Group 1 Senior Prepayment Percentage for the immediately preceding Distribution Date.
Notwithstanding the above, if on any Distribution Date (a) the Aggregate Subordinate Percentage, prior to giving effect to any distributions on such Distribution Date, equals or exceeds two times the initial Aggregate Subordinate Percentage as of the Cut-Off Date for Collateral Pool 2, (b) the provisions of clause (i) of the second preceding paragraph are met and (c) (i) on or prior to the Distribution Date occurring in September 2008, cumulative Realized Losses on the Group 2 Mortgage Loans as of the end of the related Prepayment Period do not exceed 20% of the initial aggregate Certificate Principal Balance of the Group 2 Subordinate Certificates and (ii) after the Distribution Date occurring in September 2008, cumulative Realized Losses on the Group 2 Mortgage Loans as of the end of the Prepayment Period do not exceed 30% of the initial aggregate Certificate Principal Balance of the Group 2 Subordinate
Certificates, then the Group 2 Senior Prepayment Percentage for such Distribution Date and each loan group within Collateral Pool 2 will equal the related Group 2 Senior Percentage plus 50% of the Group 2 Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to October 2008, and will equal the related Group 2 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after October 2008.
On any Distribution Date on which the Aggregate Senior Percentage for Collateral Pool 1 exceeds the initial Aggregate Senior Percentage for Collateral Pool 1, the Group 1 Senior Prepayment Percentage for each Group 1 loan group shall be 100%.
Upon reduction of the Certificate Principal Balances of the related Group 1 Class A Certificates to zero, the Group 1 Senior Prepayment Percentage for the related loan group shall be 0%.
“Group 1 Subordinate Certificates”: The Class 1-B1 Certificates, the Class 1-B2 Certificates, the Class 1-B3 Certificates, the Class 1-B4 Certificates, the Class 1-B5 Certificates and the Class 1-B6 Certificates.
“Group 1 Subordinate Percentage”: With respect to a Group 1 loan group and any Distribution Date, 100% minus the Group 1 Senior Percentage for that loan group and Distribution Date.
“Group 1 Subordinate Prepayment Percentage”: With respect to a Group 1 loan group and a Distribution Date, 100% minus the related Group 1 Senior Prepayment Percentage for that loan group and Distribution Date.
“Group 2 Available Distribution Amount”: With respect to any Distribution Date and any loan group within Collateral Pool 2, an amount equal to the excess of (i) the sum attributable to the related Group 2 Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee, (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for the related Group 2 Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the related Group 2 Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payment paid by the Master Servicer in respect of related Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period and (d) the aggregate of any P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to the related Group 2 Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in
clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.
Notwithstanding the foregoing, the Group 2 Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Loan Group) or decreased (in the case of an Overcollateralized Loan Group) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.
Provided, that, on any Distribution Date on which there are Group 2 Class A Certificates relating to only one Loan Group remaining outstanding, the Group 2 Available Distribution Amount for that Distribution Date will be calculated on an aggregate Collateral Pool 2 basis, without regard to the related Loan Group.
“Group 2 Certificates”: The Group 2 Senior Certificates and the Group 2 Subordinate Certificates.
“Group 2 Class A Certificates”: The Class 2-A1A Certificates, Class 2-A1B Certificates, Class 2-A2A Certificates, Class 2-A2B Certificates, Class 2-A3A Certificates, Class 2-A3B Certificates, Class 2-A4 Certificates, Class 2-A5A Certificates and the Class 2-A5B Certificates.
“Group 2 Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage Loan Schedule.
“Group 2-1 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.
“Group 2-2 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.
“Group 2-3 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.
“Group 2-4 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.
“Group 2-5 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.
“Group 2 Senior Certificates”: The Class 2-A1A Certificates, Class 2-A1B Certificates, Class 2-A2A Certificates, Class 2-A2B Certificates, Class 2-A3A Certificates, Class 2-A3B Certificates, Class 2-A4 Certificates, Class 2-A5A Certificates, the Class 2-A5B Certificates and the Class 2-R Certificates.
“Group 2 Senior Percentage”: With respect to any Distribution Date and a loan group in Collateral Pool 2, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the related Group 2 Class A Certificates for such Distribution Date over the aggregate amount, if
any, payable to the Holders of the related Group 2 Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balances of the related Group 2 Mortgage Loans, plus (ii) the aggregate of the loan group Scheduled Principal Balances of the REO Properties in the related Group, in each case before reduction for any Realized Losses on such Distribution Date.
“Group 2 Senior Prepayment Percentage”: With respect to any Distribution Date and any Group 2 Class A Certificates within the range indicated below, the percentage as indicated below:
Distribution Date |
Group 2 Senior Prepayment Percentage |
October 2005 through September 2012 |
100% |
October 2012 through September 2013 |
Group 2 Senior Percentage, plus 70% of the Group 2 Subordinate Percentage |
October 2013 through September 2014 |
Group 2 Senior Percentage, plus 60% of the Group 2 Subordinate Percentage |
October 2014 through September 2015 |
Group 2 Senior Percentage, plus 40% of the Group 2 Subordinate Percentage |
October 2015 through September 2016 |
Group 2 Senior Percentage, plus 20% of the Group 2 Subordinate Percentage |
October 2017 and thereafter |
Group 2 Senior Percentage |
provided, however, no reduction to the Group 2 Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group 2 Mortgage Loans delinquent 60 days or more (including REO Properties and Mortgage Loans in foreclosure) averaged over the last six months does not exceed 50% of the sum of the then current Certificate Principal Balances of the Group 2 Subordinate Certificates and (ii) Realized Losses on the Group 2 Mortgage Loans to date are less than the then applicable Trigger Amount.
On any Distribution Date on which Realized Losses on the Group 2 Mortgage Loans to date are greater than the then applicable Trigger Amount, the Group 2 Senior Prepayment Percentage for each Group 2 loan group will be the greater of (x) the related Group 2 Senior Prepayment Percentage for such Distribution Date or (y) the related Group 2 Senior Prepayment Percentage for the immediately preceding Distribution Date.
Notwithstanding the above, if on any Distribution Date (a) the Aggregate Subordinate Percentage, prior to giving effect to any distributions on such Distribution Date, equals or exceeds two times the initial Aggregate Subordinate Percentage as of the Cut-Off Date for Collateral Pool 2, (b) the provisions of clause (i) of the second preceding paragraph are met and (c) (i) on or prior to the Distribution Date occurring in September 2008, cumulative Realized Losses on the Group 2 Mortgage Loans as of the end of the related Prepayment Period do not exceed 20% of the initial aggregate Certificate Principal Balance of the Group 2 Subordinate Certificates and (ii) after the Distribution Date occurring in September 2008, cumulative Realized Losses on the Group 2 Mortgage Loans as of the end of the Prepayment Period do not exceed 30% of the initial aggregate Certificate Principal Balance of the Group 2 Subordinate Certificates, then the Group 2 Senior Prepayment Percentage for such Distribution Date and each
loan group within Collateral Pool 2 will equal the related Group 2 Senior Percentage plus 50% of the Group 2 Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to October 2008, and will equal the related Group 2 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after October 2008.
On any Distribution Date on which the Aggregate Senior Percentage for Collateral Pool 2 exceeds the initial Aggregate Senior Percentage for Collateral Pool 2, the Group 2 Senior Prepayment Percentage for each Group 2 loan group shall be 100%.
Upon reduction of the Certificate Principal Balances of the related Group 2 Class A Certificates to zero, the Group 2 Senior Prepayment Percentage for the related loan group shall be 0%.
“Group 2 Subordinate Certificates”: The Class 2-B1 Certificates, the Class 2-B2 Certificates, the Class 2-B3 Certificates, the Class 2-B4 Certificates, the Class 2-B5 Certificates and the Class 2-B6 Certificates.
“Group 2 Subordinate Percentage”: With respect to a Group 2 loan group and any Distribution Date, 100% minus the Group 2 Senior Percentage for that loan group and Distribution Date.
“Group 2 Subordinate Prepayment Percentage”: With respect to a Group 2 loan and any Distribution Date, 100% minus the related Group 2 Senior Prepayment Percentage for that loan group and Distribution Date.
“Independent”: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor, the Master Servicer and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor, the Master Servicer or any Affiliate thereof, and (c) is not connected with the Depositor, the Master Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor, the Master Servicer or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor or the Master Servicer or any Affiliate thereof, as the case may be.
“Independent Contractor”: Either (i) any Person (other than the Master Servicer) that would be an “independent contractor” with respect to any REMIC within the meaning of Section 856(d)(3) of the Code if any REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as any REMIC does not receive or derive any income from such Person and provided that the relationship between such Person and any REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer) if the Trust Administrator has received an Opinion of Counsel for the benefit of the Trustee and the Trust Administrator to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.
“Index”: With respect to any Adjustable-Rate Mortgage Loan, the index for the adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.
“Initial Sub-Servicing Agreement”: With respect to the Countrywide Mortgage Loans, the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated December 15, 2003, between Countrywide and the Seller, as modified as of the date hereof with respect to the Countrywide Mortgage Loans in the Trust Fund. With respect to the Xxxxx Mortgage Loans, the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, between the Seller and Xxxxx Fargo relating to the WFHM 2005-W68 Mortgage Loans, and the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, between the Seller and Xxxxx Fargo relating to the WFHM 2005-W69 Mortgage Loans, as modified as of the date hereof with respect to the applicable Xxxxx Mortgage Loans in the Trust Fund, as applicable. With respect to the GreenPoint Mortgage Loans, Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller, as modified as of the date hereof with respect to the GreenPoint Mortgage Loans in the Trust Fund. With respect to the National City Mortgage Loans, the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005, as modified as of the date hereof with respect to the National City Mortgage Loans in the Trust Fund. With respect to the SunTrust Mortgage Loans, the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of July 1, 2005, between SunTrust and the Seller, as modified as of the date hereof with respect to the Sun Trust Mortgage Loans in the Trust Fund.
“Insurance Proceeds”: Proceeds of any Primary Mortgage Insurance Policy, title policy, hazard policy or other insurance policy covering a Mortgage Loan to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans held for its own account, subject to the terms and conditions of the related Mortgage Note and Mortgage.
“Interest Accrual Period”: With respect to any Distribution Date and any Class of Certificates, the calendar month preceding the month in which the Distribution Date occurs, and each such Interest Accrual Period will be deemed to be 30 days regardless of its actual length. All distributions of interest on the Certificates will be based on a 360-day year consisting of twelve 30-day Interest Accrual Periods.
“Interest Distribution Amount”: With respect to any Class of Certificates (other than any Class of the Class P Certificates) for any Distribution Date, an amount equal to one month’s interest accrued during the most recently ended Interest Accrual Period at the applicable
Pass-Through Rate on the Certificate Principal Balance thereof (or, in the case of the Class 1-AIO1 Certificates and the Class 1-AIO2 Certificates, on the Notional Amount thereof) immediately prior to such Distribution Date. The Interest Distribution Amount for any Class of Certificates (a) will also include, in the case of any Distribution Date subsequent to the initial Distribution Date, the excess, if any, of the Interest Distribution Amount in respect of such Certificates for the immediately preceding Distribution Date, over the aggregate distributions of interest made in respect of such Certificates pursuant to Section 4.01(a) on such immediately preceding Distribution Date and (b) will be reduced, in the case of any Distribution Date, by the amount of any Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest Payments paid by Master Servicer) and Relief Act Interest Shortfalls that were allocated to such Class on such Distribution Date pursuant to Section 1.02. The Interest Distribution Amount for any Class of Certificates will be based on a 360 day year consisting of twelve 30-day Interest Accrual Periods.
“Interest Only Certificates”: The Class 1-AIO1 Certificates and the Class 1-AIO2 Certificates.
“Late Collections”: With respect to any Mortgage Loan, all amounts received subsequent to the Determination Date immediately following any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent for such Due Period and not previously recovered.
“Liquidation Event”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from the applicable Trust REMIC by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 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 the applicable Trust REMIC by reason of its being purchased pursuant to Section 9.01.
“Liquidation Proceeds”: The amount (including any Insurance Proceeds or amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Master Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 3.23 or Section 9.01.
“Loan Group”: Any of Loan Group 1-1, Loan Group 1-2, Loan Group 1-3, Loan Group 1-4, Loan Group 2-1, Loan Group 2-2, Loan Group 2-3, Group 2-4 or Loan Group 2-5.
“Loan Group 1-1”: The Loan Group consisting of the Group 1-1 Mortgage Loans.
“Loan Group 1-2”: The Loan Group consisting of the Group 1-2 Mortgage Loans.
“Loan Group 1-3”: The Loan Group consisting of the Group 1-3 Mortgage Loans.
“Loan Group 1-4”: The Loan Group consisting of the Group 1-4 Mortgage Loans.
“Loan Group 2-1”: The Loan Group consisting of the Group 2-1 Mortgage Loans.
“Loan Group 2-2”: The Loan Group consisting of the Group 2-2 Mortgage Loans.
“Loan Group 2-3”: The Loan Group consisting of the Group 2-3 Mortgage Loans.
“Loan Group 2-4”: The Loan Group consisting of the Group 2-4 Mortgage Loans.
“Loan Group 2-5”: The Loan Group consisting of the Group 2-5 Mortgage Loans.
“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.
“Master Servicer”: CitiMortgage, Inc. or any successor master servicer appointed as herein provided, in its capacity as Master Servicer hereunder.
“Master Servicer Certification”: A written certification, substantially in the form attached hereto as Exhibit H, covering servicing of the Mortgage Loans by the Servicer and signed by an officer of the Master Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superseded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the Xxxxxxxx-Xxxxx Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Master Servicer Certification shall be as agreed to by the Master Servicer and the Depositor following a negotiation in good faith to determine how to comply with any such new requirements.
“Master Servicer Event of Default”: One or more of the events described in Section 7.01.
“Master Servicer Remittance Date”: With respect to any Distribution Date, 12:00 p.m. New York time on the Business Day preceding the Distribution Date or if the Collection
Account is held at Citibank (for so long as Citibank is the Paying Agent), 12:00 p.m. New York time on the Distribution Date.
“Maximum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.
“Minimum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.
“MERS”: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
“MERS System”: The system of recording transfers of Mortgages electronically maintained by MERS.
“MIN”: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS System.
“MOM Loan”: With respect to any Mortgage Loans registered with MERS on the MERS® System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by the related Mortgagor from time to time under the related Mortgage Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction in the amount of interest collectible from the related Mortgagor pursuant to the Relief Act; (b) without giving effect to any extension granted or agreed to by the Master Servicer pursuant to Section 3.07; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.
“Moody’s”: Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”: The mortgage, deed of trust or other instrument creating a first lien on, or first priority security interest in, a Mortgaged Property securing a Mortgage Note.
“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement, as from time to time held as a part of REMIC I-A or REMIC II-A, as applicable, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.
“Mortgage Loan Purchase Agreement”: The agreement between the Depositor and the Seller regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor, substantially in the form of Exhibit D annexed hereto.
“Mortgage Loan Remittance Rate”: With respect to any Mortgage Loan or REO Property, as of any date of determination, the then applicable Expense Adjusted Mortgage Rate in respect thereof.
“Mortgage Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I-A or REMIC II-A on such date, attached hereto as Schedule 1. The Mortgage Loan Schedule shall set forth, but is not limited to, the following information with respect to each Mortgage Loan:
(i) |
the Master Servicer’s Mortgage Loan identifying number; |
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(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; |
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(x) |
the amount of the Monthly Payment at origination; |
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(xi) |
the amount of the Monthly Payment as of the Cut-off Date; | ||
(xii) the last Due Date on which a Monthly Payment was actually applied to the unpaid Stated Principal Balance;
(xiii) |
the original principal amount of the Mortgage Loan; |
(xiv) the Scheduled Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date;
(xv) a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term Refinancing, Cash-Out Refinancing);
(xvi) a code indicating the documentation style (i.e., full, alternative or reduced);
(xvii) a code indicating if the Mortgage Loan is subject to a Primary Mortgage Insurance Policy;
(xviii) |
the Value of the Mortgaged Property; |
|
(xix) |
the sale price of the Mortgaged Property, if applicable; |
(xx) the actual unpaid principal balance of the Mortgage Loan as of the Cut-off Date;
(xxi) |
the Servicing Fee Rate; |
(xxii) if such Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Maximum Mortgage Rate, Minimum Mortgage Rate, Gross Margin, Index and Periodic Rate Cap;
(xxiii) whether such Mortgage Loan has an interest-only period, and if so, length, in months of such interest-only period;
(xxiv) |
the Loan Group in which such Mortgage Loan shall reside; |
(xxv) the originator of such Mortgage Loan and the Initial Sub-Servicer of such Mortgage Loan; and
(xxvi) |
whether the Mortgage Loan is a Buydown Mortgage Loan; |
The Mortgage Loan Schedule shall set forth the following information with respect to the Mortgage Loans 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. 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.
“National City”: National City Mortgage Company or its successor in interest.
“National City Mortgage Loans”: The Mortgage Loans originated by National City.
“Net WAC Rate”: The Net WAC Rate for any Distribution Date and the Group 1-1 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 1-1 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-B Remittance Rate on REMIC I-B Regular Interest LT-1-A1, weighted on the basis of the Uncertificated Balance of such REMIC I-B Regular Interest. The Net WAC Rate for any Distribution Date and the Group 1-2 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 1-2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-B Remittance Rate on REMIC I-B Regular Interest LT-1-A2, weighted on the basis of the Uncertificated Balance of such REMIC I-B Regular Interest. The Net WAC Rate for any Distribution Date and the Group 1-3 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 1-3 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-B Remittance Rate on REMIC I-B Regular Interest LT-1-A3, weighted on the basis of the Uncertificated Balance of such REMIC I-B Regular Interest. The Net WAC Rate for any Distribution Date and the Group 1-4 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 1-4 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-B Remittance Rate on REMIC I-B Regular Interest LT-1-A4, weighted on the basis of the Uncertificated Balance of such REMIC I-B Regular Interest.
The Net WAC Rate for any Distribution Date and the Group 2-1 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular
Interest LT-1B, weighted on the basis of the Uncertificated Balance of such REMIC II-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group 2-2 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-2B, weighted on the basis of the Uncertificated Balance of such REMIC II-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group 2-3 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-3 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-3B, weighted on the basis of the Uncertificated Balance of such REMIC II-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group 2-4 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-4 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-4B, weighted on the basis of the Uncertificated Balance of such REMIC II-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group 2-5 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-5 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-5B, weighted on the basis of the Uncertificated Balance of such REMIC II-A Regular Interest.
“New Lease”: Any lease of REO Property entered into on behalf of REMIC I-A or REMIC II-A including any lease renewed or extended on behalf of REMIC I-A or REMIC II-A, if REMIC I-A or REMIC II-A, as applicable, has the right to renegotiate the terms of such lease.
“Nonrecoverable P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, will not or, in the case of a proposed P&I Advance, would not be ultimately recoverable from related late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.
“Non-United States Person”: Any Person other than a United States Person.
“Notional Amount”: For any Distribution Date and the Class 1-AIO1 Certificates, the aggregate Certificate Principal Balances of the Class 1-A2 Certificates and Class 1-A3 Certificates for such Distribution Date. For any Distribution Date and the Class 1-AIO2 Certificates, the Certificate Principal Balance of the Class 1-A4 Certificates for such Distribution Date. For federal income tax purposes, the Class 1-AIO1 Certificates will have a Notional Amount equal to the sum of (i) the Uncertificated Balance of REMIC I-B regular Interest LT-1-A2 and (ii) Uncertificated Balance of REMIC I-B regular Interest LT-1-
A3. For federal income tax purposes, the Class 1-AIO2 Certificates will have a Notional Amount equal to the Uncertificated Balance of REMIC I-B regular Interest LT-1-A4.
“Officers’ Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Seller or the Depositor, as applicable; with respect to the Master Servicer, any officer who is authorized to act for the Master Servicer in matters relating to this Agreement, and whose action is binding upon the Master Servicer, initially including those individuals whose names appear on the list of authorized officers delivered at the closing.
“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer or the Trust Administrator acceptable to the Trustee, if such opinion is delivered to the Trustee, or reasonably acceptable to the Trust Administrator, if such opinion is delivered to the Trust Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.
“Original Mortgage Loan”: Any Mortgage Loan included in the Trust Fund as of the Closing Date.
“Originator”: Countrywide, Xxxxx Fargo, GreenPoint, National City or SunTrust as applicable.
“Overcollateralized Amount”: As to any Distribution Date and the Group 1 Class A Certificates or the Group 2 Class A Certificates, an amount equal to the sum of the Undercollateralized Amounts for the Classes of Class A Certificates relating to the same Collateral Pool.
“Overcollateralized Loan Group”: With respect to the Class A Certificates relating to any Collateral Pool, as to any Distribution Date on which there are one or more Undercollateralized Loan Groups within such Collateral Pool, any Loan Group within such Collateral Pool for which there is no Undercollateralized Amount.
“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 Class 1-A1 Certificates and any Distribution Date, the Net WAC Rate for the Group 1-1 Mortgage Loans for such Distribution Date. With respect to the Class 1-A2 Certificates and any Distribution Date, the Net WAC Rate for the Group 1-2 Mortgage Loans for such Distribution Date minus 0.25%. With respect to the Class 1-A3 Certificates and any Distribution Date, the Net WAC Rate for the Group 1-3 Mortgage Loans for such Distribution Date minus 0.25%. With respect to the Class 1-A4 Certificates and any Distribution Date, the Net WAC Rate for the Group 1-4 Mortgage Loans for such Distribution Date minus 0.50%.
With respect to the Group 1-R Certificates and the first Distribution Date, the Net WAC Rate for the Group 1-1 Mortgage Loans for such Distribution Date.
With respect to the Class 1-AIO1 Certificates and any Distribution Date, a per annum rate equal to 0.25%. With respect to the Class 1-AIO2 Certificates and any Distribution Date, a per annum rate equal to 0.50%.
With respect to each class of Group 1 Subordinate Certificates and any Distribution Date, the related Subordinate Net WAC Rate for such Distribution Date.
With respect to each class of Group 2 Subordinate Certificates and any Distribution Date, the related Subordinate Net WAC Rate for such Distribution Date.
With respect to each class of Group 2 Class A Certificates and any Distribution Date, the Net WAC Rate for the related Group 2 Mortgage Loans for such Distribution Date.
With respect to the Group 2-R Certificates and the first Distribution Date, the Net WAC Rate for the Group 2-1 Mortgage Loans for such Distribution Date.
“Paying Agent”: Citibank, or its successor in interest, or any successor paying agent appointed as herein provided.
“Periodic Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or
decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.
“Percentage Interest”: With respect to any Class of Certificates, the portion of the respective Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the initial Certificate Principal Balance or Notional Amount represented by such Certificate, and the denominator of which is the initial aggregate Certificate Principal Balance or Notional Amount of all of the Certificates of such Class. The Book-Entry Certificates are issuable only in Percentage Interests corresponding to initial Certificate Principal Balances or Notional Amounts of $100,000 and integral multiples of $1.00 in excess thereof. The Private Certificates are issuable only in Percentage Interests corresponding to the 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 of such Class or to an otherwise authorized denomination for such Class plus such remainder. The Residual Certificates are issuable only in Percentage Interests of 20% and multiples thereof.
“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued by the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Trust Administrator or any of their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of, or bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars and issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security described in clause (i) above entered into with a Depository Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any state thereof and that are rated by the Rating Agencies in its highest long-term unsecured rating category at the time of such investment or contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 30 days after the date of acquisition thereof) that is rated by the Rating
Agencies in its highest short-term unsecured debt rating available at the time of such investment;
(vi) units of money market funds, including money market funds advised by the Trustee, the Trust Administrator or an Affiliate of either of them, that have been rated “AAA” by S&P and “Aaa” by Xxxxx’x and in the highest rating category by Fitch if rated by Fitch; and
(vii) if previously confirmed in writing to the Master Servicer, the Trustee and the Trust Administrator, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies as a permitted investment of funds backing securities having ratings equivalent to its highest initial rating of the Senior Certificates;
provided, however, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.
“Permitted Transferee”: Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.
“Person”: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“P&I Advance”: As to any Mortgage Loan or REO Property, any advance made by the Master Servicer in respect of any Distribution Date pursuant to Section 4.03.
“Plan”: Any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code.
“Prepayment Assumption”: A prepayment rate of 25% CPR. The Prepayment Assumption is used solely for determining the accrual of original issue discount on the Certificates for federal income tax purposes. A CPR (or Constant Prepayment Rate) represents an annualized constant assumed rate of prepayment each month of a pool of mortgage loans relative to its outstanding principal balance for the life of such pool.
“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was during the related Prepayment Period the subject of a Principal Prepayment in full or in part that was applied by the Master 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 Master Servicer in respect of any Prepayment Interest Shortfall are set forth in Section 3.24.
“Prepayment Period”: With respect to any Distribution Date, the calendar month preceding the calendar month in which such Distribution Date occurs.
“Primary Mortgage Insurance Policy”: Each primary policy of mortgage guaranty insurance in effect as represented in the Mortgage Loan Purchase Agreement and as so indicated on the Mortgage Loan Schedule, or any replacement policy therefor obtained by the Master Servicer or any Sub-Servicer pursuant to Section 3.13.
“Prime Rate”: The lesser of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank, N.A. at its principal office in the City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank, N.A.) and (ii) the maximum rate permissible under applicable usury or similar laws limiting interest rates.
“Principal 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.
“Private Certificates”: Any Class 1-B4 Certificate, Class 1-B5 Certificate, Class 1- B-6 Certificate, Class 2-B4 Certificate, Class 2-B5 Certificate and Class 2-B6 Certificate.
“Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03 or Section 9.01, and as confirmed by an Officers’ Certificate from the Master Servicer to the Trustee and the Trust Administrator, an amount equal to the sum of: (i) 100% of the Stated Principal Balance thereof as of the date of purchase (or such other price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the applicable Mortgage Loan Remittance Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the Master Servicer, which payment or advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected, and (y) an REO Property, the sum of (1) accrued interest on such Stated Principal Balance at the applicable Mortgage Loan Remittance Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the Master Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, minus the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing Advances and P&I Advances and any unpaid Servicing Fees and Administration Fees allocable to such Mortgage Loan or REO Property; (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to Sections 3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses incurred or to be incurred by the Trust Fund in respect of the breach or defect giving rise to the purchase obligation including any costs and damages incurred by the Trust Fund in connection with any violation of any predatory or abusive lending law with respect to the related Mortgage Loan.
“Qualified Insurer”: Any insurer which meets the requirements of Xxxxxx Xxx and Xxxxxxx Mac.
“Qualified Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Scheduled Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Rate not less than (and not more than one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) have a Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi) have a next Adjustment Date not more than two months later than the next Adjustment Date on the Deleted Mortgage Loan, (vii) be covered under a Primary Mortgage Insurance Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio in excess of 80% and the Deleted Mortgage Loan was covered by a Primary Mortgage Insurance Policy, (viii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (ix) have the same Due Date as the Due Date on the Deleted Mortgage Loan, (x) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (xi) [intentionally omitted]; and (xii) conform to each representation and warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the Mortgage Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Rates, the terms described in clause (viii) shall be determined on the basis of weighted average remaining terms to maturity, the Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xii) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.
“Rate/Term Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not in excess of the existing first mortgage loan on the related Mortgaged Property and related closing costs, and were used exclusively to satisfy the then existing first mortgage loan of the Mortgagor on the related Mortgaged Property and to pay related closing costs.
“Rating Agencies”: S&P, Xxxxx’x and Fitch or their successors. If such agencies or their successors are no longer in existence, the “Rating Agencies” shall be such nationally
recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, written notice of which designation shall be given to the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Master Servicer.
“Realized Loss”: With respect to each Mortgage Loan as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid principal balance of such Mortgage Loan as of the commencement of the calendar month in which the Final Recovery Determination was made, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor through the end of the calendar month in which such Final Recovery Determination was made, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on such Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the proceeds, if any, received in respect of such Mortgage Loan prior to the date such Final Recovery Determination was made, net of amounts that are payable therefrom to the Master Servicer with respect to such Mortgage Loan pursuant to Section 3.11(a)(iii).
With respect to any REO Property as to which a Final Recovery Determination has been made an amount (not less than zero) equal to (i) the unpaid principal balance of the related Mortgage Loan as of the date of acquisition of such REO Property on behalf of any REMIC, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor in respect of the related Mortgage Loan through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on the related Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of the related Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month that occurs during the Prepayment Period in which such Final Recovery Determination was made, plus (iv) any amounts previously withdrawn from the Collection Account in respect of the related Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate of all Servicing Advances made by the Master 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 and unpaid Administration Fees for which the Master Servicer has been or, in connection with such Final Recovery Determination, will be reimbursed pursuant to Section 3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds and Liquidation Proceeds received in respect of such REO Property, minus (v) the total of all net rental income, Insurance Proceeds and Liquidation Proceeds received in respect of such REO Property that has been, or in connection with such Final Recovery Determination, will be transferred to the Distribution Account pursuant to Section 3.23.
With respect to each 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 Certificate, the last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs.
“Refinanced Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.
“Regular Certificate”: Any Senior Certificate or Subordinate Certificate.
“Regular Interest”: A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.
“Relief Act”: The Servicemembers Civil Relief Act, as amended.
“Relief Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended calendar month as a result of the application of the Relief Act.
“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
“REMIC I-A”: As defined in the Preliminary Statement.
“REMIC I-A Regular Interests”: The REMIC I-A Regular Interests, as set forth in the Preliminary Statement.
“REMIC I-A Remittance Rate”: With respect to REMIC I-A Regular Interest LT-1A, REMIC I-A Regular Interest LT-2A, REMIC I-A Regular Interest LT-3A, REMIC I-A Regular Interest LT-4A and REMIC I-A Regular Interest LT-ZZZ, the weighted average of the Expense Adjusted Mortgage Rates of the Group 1 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC I-A
Regular Interest LT-1B, REMIC I-A Regular Interest LT-R and REMIC I-A Regular Interest LT-P, the weighted average of the Expense Adjusted Mortgage Rates of the Group 1-1 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC I-A Regular Interest LT-2B, the weighted average of the Expense Adjusted Mortgage Rates of the Group 1-2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC I-A Regular Interest LT-3B, the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-3 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC I-A Regular Interest LT-4B, the weighted average of the Expense Adjusted Mortgage Rates of the Group 1-4 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period.
“REMIC I-A Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of each REMIC I-A Regular Interest ending with the designation “A”, equal to the ratio between, with respect to each such REMIC I-A 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 Senior Certificates relating to such Loan Group.
“REMIC I-B”: As defined in the Preliminary Statement.
“REMIC I-B Remittance Rate”: With respect to REMIC I-B Regular Interest LT-1-A1, REMIC I-B Regular Interest LT-R and REMIC I-B Regular Interest LT-P, the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-1B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest. With respect to REMIC I-B Regular Interest LT-1-A2, the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-2B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest. With respect to REMIC I-B Regular Interest LT-1-A3, the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-3B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest. With respect to REMIC I-B Regular Interest LT-1-A4, the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-4B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest. With respect to REMIC I-B Regular Interest LT-1-B1, REMIC I-B Regular Interest LT-1-B2, REMIC I-B Regular Interest LT-1-B3, REMIC I-B Regular Interest LT-1-B4, REMIC I-B Regular Interest LT-1-B5 and REMIC I-B Regular Interest LT-1-B6, the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-1A, REMIC I-A Regular Interest LT-2A, REMIC I-A Regular Interest LT-3A and REMIC I-A Regular Interest LT-4A (in each case subject to a cap and a floor equal to the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-1B, REMIC I-A Regular Interest LT-2B, REMIC I-A Regular Interest LT-3B and REMIC I-A Regular Interest LT-4B, respectively), weighted on the basis of the Uncertificated Balance of each such REMIC I-A Regular Interest.
“REMIC I-C”: As defined in the Preliminary Statement.
“REMIC II-A”: As defined in the Preliminary Statement.
“REMIC II-A Regular Interests”: The REMIC II-A Regular Interests, as set forth in the Preliminary Statement.
“REMIC II-A Remittance Rate”: With respect to REMIC II-A Regular Interest LT-1A, REMIC II-A Regular Interest LT-2A, REMIC II-A Regular Interest LT-3A, REMIC II-A Regular Interest LT-4A, REMIC II-A Regular Interest LT-5A and REMIC II-A Regular Interest LT-ZZZ, the weighted average of the Expense Adjusted Mortgage Rates of the Group 2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-1B, REMIC II-A Regular Interest LT-R and REMIC II-A Regular Interest LT-P, the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-2B, the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-3B, the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-3 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-4B, the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-4 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-5B, the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-5 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period.
“REMIC II-A Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of each REMIC II-A Regular Interest ending with the designation “A”, equal to the ratio between, with respect to each such REMIC II-A 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 Senior Certificates relating to such Loan Group.
“REMIC II-B”: As defined in the Preliminary Statement.
“Remittance Report”: A report in form and substance acceptable to the Trust Administrator and the Trustee prepared by the Master Servicer pursuant to Section 4.03 with such additions, deletions and modifications as agreed to by the Trustee, the Trust Administrator and the Master Servicer.
“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code as being included in the term “rents from real property.”
“REO Account”: The account or accounts maintained by the Master Servicer in respect of an REO Property pursuant to Section 3.23.
“REO Disposition”: The sale or other disposition of an REO Property on behalf of any Trust REMIC.
“REO Imputed Interest”: As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I-A or REMIC II-A, one month’s interest at the applicable Mortgage Loan Remittance Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan if appropriate) as of the close of business on the Distribution Date in such calendar month.
“REO Property”: A Mortgaged Property acquired by the Master Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.23.
“Request for Release”: A release signed by a Servicing Officer, in the form of Exhibit E attached hereto.
“Residential Dwelling”: Any one of the following: (i) an attached or detached one- family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a Xxxxxx Xxx eligible condominium project, or (iv) a detached one-family dwelling in a planned unit development, none of which is a co-operative, mobile or manufactured home (as defined in 00 Xxxxxx Xxxxxx Code, Section 5402(6)).
“Residual Certificate”: Any one of the Class 1-R Certificates or the Class 2-R Certificates.
“Residual Interest”: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.
“Responsible Officer”: When used with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, the President, any vice president, any assistant vice president, the Secretary, any assistant secretary, the Treasurer, any assistant treasurer, any trust officer or assistant trust officer, the Controller and any assistant controller or any other officer thereof customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular matter relating to this Agreement, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. When used with respect to the Trustee, any officer of the Trustee with direct responsibility for the administration of this Agreement and, with respect to a particular matter relating to this Agreement, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.
“Scheduled Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off Date, the outstanding principal balance of such Mortgage Loan as of such date, net of the principal portion of all unpaid Monthly Payments, if any, due on or before such date; (b) as of any Due Date subsequent to the Cut-off Date up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such Mortgage Loan, the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal portion of each Monthly Payment due on or before such Due Date but subsequent to the Cut-off Date, whether or not received, (ii) all Principal Prepayments received before such Due Date but after the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and Insurance Proceeds received before such Due Date but after the Cut-off Date, net of any portion thereof that represents principal due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) on a Due Date occurring on or before the date on which such proceeds were received and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation occurring before such Due Date, but only to the extent such Realized Loss represents a reduction in the portion of principal of such Mortgage Loan not yet due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of any Due Date subsequent to the date of its acquisition on behalf of the Trust Fund up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such REO Property, an amount (not less than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan as of the Due Date in the calendar month in which such REO Property was acquired minus the principal portion of each Monthly Payment that would have become due on such related Mortgage Loan after such REO Property was acquired if such Mortgage Loan had not been converted to an REO Property; and (b) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such REO Property, zero.
“Seller”: Citigroup Global Markets Realty Corp. or its successor in interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.
“Senior Certificate”: Any Group 1 Senior Certificate or Group 2 Senior Certificate.
“Senior Percentage”: A Group 1 Senior Percentage or a Group 2 Senior Percentage, as applicable.
“Senior Prepayment Percentage”: A Group 1 Senior Prepayment Percentage or a Group 2 Senior Prepayment Percentage, as applicable.
“Senior Principal Distribution Amount”: For any Distribution Date and the Class A Certificates relating to any Loan Group, an amount equal to the lesser of (i) the applicable Group 1 Available Distribution Amount, or the applicable Group 2 Available Distribution Amount, remaining after distribution of the related Senior Interest Distribution Amount and (ii) the sum of:
(a) the product of (x) the then-applicable related Senior Percentage and (y) the sum of the following:
(i) the aggregate of the principal portions of all Monthly Payments due during the related Due Period in respect of the related Mortgage Loans, whether or not received;
(ii) the principal portion of all Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than amounts described in clause (c) below) received in respect of the related Mortgage Loans during the related Prepayment Period (other than any related Mortgage Loan that was purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01 during the related Prepayment Period), net of any portion thereof that represents a recovery of principal for which an advance was made by the Master Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date;
(iii) the Stated Principal Balance (calculated immediately prior to such Distribution Date) of each related Mortgage Loan that was purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01 during the related Prepayment Period;
(iv) |
[reserved]; |
(v) in connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans in the related Loan Group pursuant to Section 2.03 during the related Prepayment Period, the excess, if any, of (A) the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Deleted Mortgage Loans, net of the aggregate of the principal portions of the Monthly Payments due during the related Prepayment Period (to the extent received from the related Mortgagor or advanced by the related Servicer and distributed pursuant to Section 4.01 on the Distribution Date in the related Prepayment Period) in respect of each such Deleted Mortgage Loan that was replaced prior to the Distribution Date in the related Prepayment Period, over (B) the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Qualified Substitute Mortgage Loans;
(b) the product of (x) the then-applicable related Senior Prepayment Percentage and (y) the amount of all Principal Prepayments received in respect of the related Mortgage Loans during the related Prepayment Period;
(c) with respect to any related Mortgage Loan which was the subject of a Final Recovery Determination in the related Prepayment Period, the lesser of (a) the then-applicable related Senior Prepayment Percentage multiplied by the net Liquidation Proceeds and Insurance Proceeds allocable to principal in respect of such Mortgage Loan and (b) the then-
applicable related Senior Percentage multiplied by the Scheduled Principal Balance of the related Mortgage Loan at the time of such Final Recovery Determination;
(d) in the case of any Distribution Date subsequent to the initial Distribution Date, an amount equal to the excess, if any, of the amounts calculated pursuant to clauses (a), (b) and (c) above for the immediately preceding Distribution Date, over the aggregate distributions of principal made in respect of the related Class or Classes of Class A Certificates on such immediately preceding Distribution Date pursuant to Section 4.01 to the extent that any such amounts are not attributable to Realized Losses which were allocated to the related Subordinate Certificates pursuant to Section 4.04; and
(e) with respect to Class A Certificates relating to a Collateral Pool, any Class A Principal Adjustment Amount relating to such Collateral Pool (allocated among the Class A Certificates relating to such Collateral Pool on a pro rata basis based on their respective Certificate Principal Balances), if (i) the Subordination Test with respect to the related Subordinate Certificates has not been met with respect to such Distribution Date and (ii) there are Class A Certificates remaining outstanding relating to more than one Loan Group in such Collateral Pool.
“Servicing Account”: The account or accounts created and maintained pursuant to Section 3.09.
“Servicing Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the Master Servicer in connection with a default, delinquency or other unanticipated event by the Master Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, in respect of a particular Mortgage Loan, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS System, (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property, and (iv) the performance of its obligations under Section 3.01, Section 3.09, Section 3.13, Section 3.14, Section 3.16 and Section 3.23. The Master Servicer shall not be required to make any Servicing Advance in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, would not be ultimately recoverable from related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.
“Servicing Fee”: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the applicable Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month. A portion of such Servicing Fee may be retained by any Sub-Servicer as its servicing compensation.
“Servicing Fee Rate”: With respect to each Group 1 Mortgage Loan, the Servicing Fee Rate not less than 0.250% per annum and not greater than 0.375% per annum set forth on the Mortgage Loan Schedule as the Servicing Fee Rate for such Mortgage Loan and with respect to each Group 2 Mortgage Loan, the Servicing Fee Rate not less than 0.250% per annum and not greater than 0.375% per annum set forth on the Mortgage Loan Schedule as the Servicing Fee Rate for such Mortgage Loan; provided however, that the Servicing Fee Rate with respect to Mortgage Loans serviced by Countrywide Home Loans Servicing LP will step up from 0.250% to 0.375% on the initial Adjustment Date therefor.
“Servicing Officer”: Any employee of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans, whose name appear on a list of Servicing Officers furnished by the Master Servicer to the Trustee, the Trust Administrator and the Depositor on the Closing Date, as such list may from time to time be amended.
“Single Certificate”: With respect to any Class of Certificates (other than any Class of Residual Certificates), a hypothetical Certificate of such Class evidencing a Percentage Interest for such Class corresponding to an initial Certificate Principal Balance or initial Notional Amount, as applicable, of $1,000. With respect to the Residual Certificates, a hypothetical Certificate of such Class evidencing a 20% Percentage Interest in such Class.
“Special Hazard Amount”: For Collateral Pool 1, initially an amount equal to $3,833,596. For Collateral Pool 2, initially an amount equal to $7,881,694. As of each anniversary of the Cut-off Date, for any Collateral Pool the Special Hazard Amount shall equal the lesser of (i) the Special Hazard Amount on the immediately preceding anniversary of the Cut-off Date less the sum of all amounts allocated to the related Subordinate Certificates in respect of Special Hazard Losses on the related Mortgage Loans during such year and (ii) the related Adjustment Amount for such anniversary. After the Certificate Principal Balances of the related Subordinate Certificates are reduced to zero, the Special Hazard Amount for a Collateral Pool will be zero.
“Special Hazard Loss”: Any Realized Loss or portion thereof not in excess of the lesser of the cost of repair or replacement of a Mortgaged Property suffered by such Mortgaged Property by reason of damage caused by certain hazards (including earthquakes, mudflows, and, to a limited extent, floods) not insured against under the hazard insurance policies or fire or flood insurance policies required to be maintained in respect of such Mortgaged Property pursuant to Section 3.14, or by reason of the application of any co-insurance provision. Special Hazard Losses shall not include any Extraordinary Loss or any of the following:
(i) wear and tear, deterioration, rust or corrosion, mold, wet or dry rot; inherent vice or latent defect; animals, birds, vermin, insects;
(ii) smog, smoke, vapor, liquid or dust discharge from agricultural or industrial operations; pollution; contamination;
(iii) settling, subsidence, cracking, shrinkage, bulging or expansion of pavements, foundations, walls, floors, roofs or ceilings; and
(iv) errors in design, faulty workmanship or faulty materials, unless the collapse of the property or a part thereof ensues and then only for the ensuing loss.
“S&P”: Standard & Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies, Inc., or its successor in interest.
“Startup Day”: With respect to any Trust REMIC, the day designated as such pursuant to Section 10.01(b) hereof.
“Stated Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-off Date, to the extent received from the Mortgagor or advanced by the Master Servicer and distributed pursuant to Section 4.01 on or before such date of determination, (ii) all Principal Prepayments received after the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or before such date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied by the Master Servicer as recoveries of principal in accordance with the provisions of Section 3.16, to the extent distributed pursuant to Section 4.01 on or before such date of determination, and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation made during or prior to the Prepayment Period for the most recent Distribution Date coinciding with or preceding such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, zero. With respect to any REO Property: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, an amount (not less than zero) equal to the Stated Principal Balance of the related Mortgage Loan as of the date on which such REO Property was acquired on behalf of the Trust Fund, minus, the principal portion of Monthly Payments that would have become due on such related Mortgage Loan after such REO Property was acquired if such Mortgage Loan had not been converted to an REO Property, to the extent advanced by the Master Servicer and distributed pursuant to Section 4.01 on or before such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.
“Stayed Funds”: If the Master Servicer is the subject of a proceeding under the federal Bankruptcy Code and the making of a any payment required to be made under the terms of the Certificates and this Agreement is prohibited by Section 362 of the federal Bankruptcy Code, funds which are in the custody of the Master Servicer, a trustee in bankruptcy or a federal bankruptcy court and should have been the subject of such Remittance absent such prohibition.
“Subordinate Certificates”: The Group 1 Subordinate Certificates and the Group 2 Subordinate Certificates.
“Subordinate Net WAC Rate”: For any Distribution Date and the Group 1 Subordinate Certificates, a rate per annum equal to the weighted average, weighted in proportion to the results of subtracting from the aggregate principal balance of each of Loan Group 1-1, Loan Group 1-2, Loan Group 1-3 and Loan Group 1-4, respectively, the aggregate Certificate Principal Balance of the related Class A Certificates and Residual Certificates, of the weighted average of the Expense Adjusted Mortgage Rates of the Group 1-1 Mortgage Loans, the Group 1-2 Mortgage Loans, the Group 1-3 Mortgage Loans and the Group 1-4 Mortgage Loans. For
federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-B Remittance Rate on REMIC I-B Regular Interest LT-1-B1, REMIC I-B Regular Interest LT-1-B2, REMIC I-B Regular Interest LT-1-B3, REMIC I-B Regular Interest LT-1-B4, REMIC I-B Regular Interest LT-1-B5 and REMIC I-B Regular Interest LT-1-B6, weighted on the basis of the Uncertificated Balance of each such REMIC I-B Regular Interest.
For any Distribution Date and the Group 2 Subordinate Certificates, a rate per annum equal to the weighted average, weighted in proportion to the results of subtracting from the aggregate principal balance of each of Loan Group 2-1, Loan Group 2-2, Loan Group 2-3, Loan Group 2-4 and Loan Group 2-5, respectively, the aggregate Certificate Principal Balance of the related Class A Certificates and Residual Certificates, of the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans, the Group 2-2 Mortgage Loans, the Group 2-3 Mortgage Loans, the Group 2-4 Mortgage Loans and the Group 2-5 Mortgage Loans. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-1A (subject to a cap and a floor equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans), the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-2A (subject to a cap and a floor equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-2 Mortgage Loans), the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-3A (subject to a cap and a floor equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-3 Mortgage Loans), the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-4A (subject to a cap and a floor equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-4 Mortgage Loans) and the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-5A (subject to a cap and a floor equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-5 Mortgage Loans), weighted on the basis of the Uncertificated Balance of each such REMIC 2-A Regular Interest.
“Subordinate Percentage”: A Group 1 Subordinate Percentage or Group 2 Subordinate Percentage, as applicable.
“Subordinate Prepayment Percentage”: A Group 1 Subordinate Prepayment Percentage or Group 2 Subordinate Prepayment Percentage, as applicable.
“Subordinate Principal Distribution Amount”: With respect to any Collateral Pool and for any Distribution Date, an amount equal to the lesser of (i) the related Available Distribution Amounts remaining after distribution of the Interest Distribution Amounts to the related Classes of Senior Certificates, the distribution of the related Senior Principal Distribution Amount to the related Classes of Senior Certificates and distribution of the Interest Distribution Amounts to the related Classes of Subordinate Certificates and (ii) the aggregate of the sum of:
(a) the product of (x) the then-applicable related Subordinate Percentage and (y) the sum of the following:
(i) the aggregate of the principal portions of all Monthly Payments due during the related Due Period in respect of the related Mortgage Loans, whether or not received;
(ii) the principal portion of all Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than amounts described in clause (c) below) received in respect of the related Mortgage Loans during the related Prepayment Period (other than any related Mortgage Loan that was purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01 during the related Prepayment Period), net of any portion thereof that represents a recovery of principal for which an advance was made by the Master Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date;
(iii) the Stated Principal Balance (calculated immediately prior to such Distribution Date) of each related Mortgage Loan that was purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01 during the related Prepayment Period;
(iv) |
[reserved]; |
(v) in connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans in the related Loan Group pursuant to Section 2.03 during the related Prepayment Period, the excess, if any, of (A) the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Deleted Mortgage Loans, net of the aggregate of the principal portions of the Monthly Payments due during the related Prepayment Period (to the extent received from the related Mortgagor or advanced by the related Servicer and distributed pursuant to Section 4.01 on the Distribution Date in the related Prepayment Period) in respect of each such Deleted Mortgage Loan that was replaced prior to the Distribution Date in the related Prepayment Period, over (B) the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Qualified Substitute Mortgage Loans;
(b) the product of (x) the then-applicable related Subordinate Prepayment Percentage and (y) the amount of all Principal Prepayments received in respect of the related Mortgage Loans during the related Prepayment Period;
(c) with respect to any related Mortgage Loans which were the subject of a Final Recovery Determination in the related Prepayment Period, the amount, if any, by which the net Liquidation Proceeds and Insurance Proceeds allocable to principal in respect of such Mortgage Loans exceed the amount distributable to the related Class A Certificates pursuant to clause (c) of the definition of “Senior Principal Distribution Amount”
(d) in the case of any Distribution Date subsequent to the initial Distribution Date, an amount equal to the excess, if any, of the amounts calculated pursuant to clauses (a), (b) and (c) above for the immediately preceding Distribution Date, over the aggregate distributions of principal made in respect of the Subordinate Certificates on such immediately preceding Distribution Date pursuant to Section 4.01 to the extent that any such amounts are not
attributable to Realized Losses that were allocated to the Subordinate Certificates pursuant to Section 4.04; and
(e) with respect to Subordinate Certificates relating to a Collateral Pool, any Class A Principal Adjustment Amount, if (i) the Subordination Test with respect to the related Subordinate Certificates has been met with respect to such Distribution Date and (ii) there are Class A Certificates remaining outstanding relating to more than one Loan Group in such Collateral Pool.
“Subordination Test”: With respect to Collateral Pool 2, the Subordination Test will be met if the Group 1 Subordinate Percentage is equal to or greater than two times the initial Group 1 Subordinate Percentage. With respect to Collateral Pool 2, the Subordination Test will be met if the Group 2 Subordinate Percentage is equal to or greater than two times the initial Group 2 Subordinate Percentage.
“Sub-Servicer”: Any Person (i) with which the Master Servicer has entered into a Sub-Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 3.02 or (ii) in the case of each Initial Sub-Servicing Agreement, the related servicer thereunder.
“Sub-Servicing Account”: An account established by a Sub-Servicer which meets the requirements set forth in Section 3.08 and is otherwise acceptable to the Master Servicer.
“Sub-Servicing Agreement”: Either (i) the written contract between the Master Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02 or (ii) any Initial Sub Servicing Agreement.
“Subsequent Recoveries”: As of any Distribution Date, amounts received by the Trust Fund (net of any related expenses permitted to be reimbursed to the related Sub-Servicer or the Master Servicer from such amounts under the related Sub-Servicing Agreement or hereunder) specifically related to a Mortgage Loan that was the subject of a liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss.
“Substitution Shortfall Amount”: As defined in Section 2.03(d) hereof.
“SunTrust”: SunTrust Mortgage Inc.
“SunTrust Mortgage Loans”: The Mortgage Loans originated by SunTrust.
“Tax Returns”: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of any Trust REMIC due to its classification as a REMIC under the REMIC Provisions, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.
“Termination Price”: As defined in Section 9.01.
“Terminator”: With respect to the termination of REMIC I-A, the Seller (provided that the Seller may at any time sell, assign or otherwise dispose of its right to be Terminator of REMIC I-A). With respect to the termination of REMIC II-A, the Seller (provided that the Seller may at any time sell, assign or otherwise dispose of its right to be Terminator of REMIC II-A).
“Transfer”: Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.
“Transferee”: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.
“Transferor”: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.
“Trigger Amount”: The Trigger Amount for Collateral Pool 1 and for any Distribution Date occurring after the first seven years from the Closing Date will be as follows: for any Distribution Date on or after the seventh and prior to the eighth anniversary of the first Distribution Date, 30% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the eighth and prior to the ninth anniversary of the first Distribution Date, 35% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the ninth and prior to the tenth anniversary of the first Distribution Date, 40% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the tenth and prior to the eleventh anniversary of the first Distribution Date, 45% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; and for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates.
The Trigger Amount for Collateral Pool 2 and for any Distribution Date occurring after the first five years from the Closing Date will be as follows: for any Distribution Date on or after the fifth and prior to the sixth anniversary of the first Distribution Date, 30% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the sixth and prior to the seventh anniversary of the first Distribution Date, 35% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the seventh and prior to the eighth anniversary of the first Distribution Date, 40% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the eighth and prior to the ninth anniversary of the first Distribution Date, 45% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; and for any Distribution Date on or after the ninth anniversary of the first Distribution Date, 50% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates.
“Trust Administrator”: CitiMortgage, Inc., or its successor in interest, or any successor trust administrator appointed as herein provided.
“Trust Fund”: Collectively, all of the assets of REMIC I-A, REMIC I-B, REMIC I-C, REMIC II-A and REMIC II-B.
“Trustee”: U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as herein provided.
“Trust REMIC”: Each of REMIC I-A, REMIC I-B, REMIC I-C, REMIC II-A and REMIC II-B.
“Uncertificated Balance”: The amount of any REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each 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 4.08 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.04.
“Undercollateralized Amount”: As to any Distribution Date and any loan group within Collateral Pool 1 or Collateral Pool 2, the excess, if any, of the Certificate Principal Balance of the related Class A Certificates immediately prior to such Distribution Date over the sum of (i) the aggregate Scheduled Principal Balance of the related Mortgage Loans in the related Loan Group plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in the related undercollateralized loan group, in each case before reduction for any Realized Losses on such Distribution Date.
“Undercollateralized Loan Group”: With respect to the Class A Certificates relating to any Collateral Pool, as to any Distribution Date, any Loan Group within such Collateral Pool for which an Undercollateralized Amount greater than zero is calculated.
“Uninsured Cause”: Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to Section 3.14.
“United States Person”: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations); provided that, for purposes solely of the restrictions on the transfer of the Class R Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the grantor under subpart E of part I of subchapter J of
chapter 1 of the Code), and which was treated as a United States person on August 20, 1996 may elect to continue to be treated as a United States person notwithstanding the previous sentence. The term “United States” shall have the meaning set forth in Section 7701 of the Code.
“Value”: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan or such other value assigned to such Mortgaged Property by the originator at the time of origination of the Mortgage Loan.
“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term of this Agreement, (i) 98% of all of the Voting Rights relating to the Collateral Pool 1 of the Certificates shall be allocated to the Holders of the Classes of Regular Certificates (other than the related Residual Certificates and the related Interest Only Certificates) in proportion to their then outstanding Certificate Principal Balances, (ii) 1% of all Voting Rights relating to such Collateral Pool will be allocated among the Holders of the Interest Only Certificates and (iii) 1% of all Voting Rights relating to such Collateral Pool will be allocated among the Holders of the Residual Certificates. All Voting Rights allocated to any Holders of any Class of Certificates shall be allocated among the Holders of the Certificates of such Class pro rata in accordance with the respective Percentage Interests evidenced thereby.
At all times during the term of this Agreement, (i) 99% of all of the Voting Rights relating to Collateral Pool 2 shall be allocated to the Holders of the Classes of Regular Certificates (other than the related Residual Certificates) in proportion to their then outstanding Certificate Principal Balances and (ii) 1% of allVoting Rights relating to such collateral pool will be allocated among the Holders of the Residual Certificates. All Voting Rights allocated to any Holders of any Class of Certificates shall be allocated among the Holders of the Certificates of such Class pro rata in accordance with the respective Percentage Interests evidenced thereby.
“Xxxxx Fargo” Xxxxx Fargo Bank, N.A., as successor in interest to Xxxxx Fargo Home Mortgage, Inc., or its successor in interest.
“Xxxxx Mortgage Loans”: The Mortgage Loans originated by Xxxxx Fargo.
SECTION 1.02 |
Allocation of Certain Interest Shortfalls. |
The aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans in a Collateral Pool for any Distribution Date shall be allocated among the related Certificates pro rata in accordance with, and to the extent of, one month’s interest at the Pass- Through Rate on the respective Certificate Principal Balance or Notional Amount of such Certificate immediately prior to such Distribution Date.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 |
Conveyance of Mortgage Loans. |
The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement (except Section 18 thereof), and all other assets included or to be included in REMIC I-A and REMIC II-A. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date) plus an additional one month’s interest on Mortgage Loans with a first Monthly Payment due in November 2005. The Depositor herewith delivers to the Trustee on its behalf an executed copy of the Mortgage Loan Purchase Agreement, and the Trustee, on behalf of the Certificateholders, acknowledges receipt of the same.
In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee or a Custodian on its behalf, the following documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan so transferred and assigned:
(i) The Mortgage Note, endorsed by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee;
(ii) The original recorded Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original;
(iii) Unless the Mortgage Loan is registered on the MERS® System, an assignment to the Trustee in recordable form of the Mortgage which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to the Person assigning the Mortgage Loan to the Trustee (or to MERS, noting the presence of the MIN, if the Mortgage Loan is registered on the MERS® System);
(iv) Any original assumption, modification, buydown or conversion-to- fixed-interest-rate agreement applicable to the Mortgage Loan;
(v) With respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject to a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance Policy or certificate or a copy thereof;
(vi) The original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender’s recording instructions, with the original to be delivered within 180 days of the Closing Date or an attorney’s opinion of title in jurisdictions where such is the customary evidence of title; and
(vii) if such Mortgage Loan is a Buydown Mortgage Loan (as shown in the Mortgage Loan Schedule), the original Buydown Agreement or a copy thereof.
In instances where an original recorded Mortgage cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with the recording of such Mortgage, the Depositor may, (a) in lieu of delivering such original recorded Mortgage referred to in clause (ii) above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a copy thereof, provided that the Depositor certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (iii) above to the Trustee (or a Custodian on behalf of the Trustee), deliver such assignment to the Trustee (or a Custodian on behalf of the Trustee) completed except for recording information. In all such instances, the Depositor will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt of such Mortgage. In instances where an original recorded Mortgage has been lost or misplaced, the Depositor or the related title insurance company may deliver, in lieu of such Mortgage, a copy of such Mortgage bearing recordation information and certified as true and correct by the office in which recordation thereof was made. In instances where the original or a copy of the title insurance policy referred to in clause (vi) above (which may be a certificate relating to a master policy of title insurance) pertaining to the Mortgaged Property relating to a Mortgage Loan cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement because such policy is not yet available, the Depositor may, in lieu of delivering the original or a copy of such title insurance referred to in clause (vi) above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a binder with respect to such policy (which may be a certificate relating to a master policy of title insurance) and deliver the original or a copy of such policy (which may be a certificate relating to a master policy of title insurance) to the Trustee (or a Custodian on behalf of the Trustee) within 180 days of the Closing Date, in instances where an original assumption, modification, buydown or conversion-to-fixed- interest-rate agreement cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement, the Depositor may, in lieu of delivering the original of such agreement referred to in clause (iv) above, deliver a certified copy thereof.
To the extent not already recorded, except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Master Servicer, at the expense of the Seller shall promptly (and in no event later than five Business Days following the later of the Closing Date and the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to any Trust REMIC, in the appropriate public office for real property records, each Assignment delivered to it pursuant to (iii) above. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer, at the expense of the Seller, shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, but without limiting the requirement that such Assignments be in recordable form, neither the Master Servicer nor the Trustee shall be required to submit or cause to be submitted for recording any Assignment delivered to it or a Custodian pursuant to (iii) above if such recordation shall not, as of the Closing Date, be required by the Rating Agencies, as a condition to their assignment on the Closing Date of their initial ratings to the Certificates, as evidenced by the delivery by the Rating Agencies of their ratings letters on the Closing Date; provided, however, notwithstanding the foregoing, the Master Servicer shall submit each Assignment for recording, at no expense to the Trust Fund or the Master Servicer, upon the earliest to occur of: (A) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (B) the occurrence of a Master Servicer Event of Termination, (C) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (D) the occurrence of a servicing transfer as described in Section 7.02 of this Agreement and (E) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Seller fails to pay the cost of recording the Assignments, such expense will be paid by the Master Servicer and the Master Servicer shall be reimbursed for such expenses by the Trust as set forth herein.
In connection with the assignment of any Mortgage Loan registered on the MERS System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not and will not permit a Sub-Servicer to, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
With respect to a maximum of approximately 5.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in (i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee (or a Custodian on behalf of the Trustee) of a photocopy of such Mortgage Note, if available, with a lost note affidavit. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trustee (or a Custodian on behalf of the Trustee) is subsequently located,
such original Mortgage Note shall be delivered to the Trustee (or a Custodian on behalf of the Trustee) within three Business Days.
The Depositor shall deliver or cause to be delivered to the Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan.
All original documents relating to the Mortgage Loans that are not delivered to the Trustee (or a Custodian on behalf of the Trustee) are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee (or a Custodian on behalf of the Trustee). Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer.
Wherever it is provided in this Section 2.01 that any document, evidence or information relating to a Mortgage Loan be delivered or supplied to the Trustee, the Depositor shall do so by delivery thereof to the Trustee or Custodian on behalf of the Trustee.
It is agreed and understood by the parties hereto that it is not intended that any Mortgage Loan to be included in the Trust Fund be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005. It is agreed and understood by the parties hereto that it is not intended that any Mortgage Loan to be included in the Trust Fund not comply in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.
SECTION 2.02 |
Acceptance of the Trust Fund by the Trustee. |
Subject to the provisions of Section 2.01 and subject to any exceptions noted on an exception report delivered by or on behalf of the Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Sections 2.01(iv)) and all other assets included in the definition of “Trust Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders.
The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to
in Section 2.01 and declares that the Trustee (or a Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or the Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, review each Mortgage File within 90 days after execution and delivery of this Agreement, to ascertain that all required documents have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans. If in the course of such review the Trustee or the Custodian on its behalf finds a document or documents constituting a part of a Mortgage File to be defective in any material respect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Paying Agent, the Seller, the Master Servicer and, if such notice is from the Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent or the Trustee of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties.
The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.
The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a custodial agreement with a Custodian pursuant to which the Trustee appoints a Custodian to hold the Mortgage Files on behalf of the Trustee for the benefit of the Trustee and all present and future Certificateholders, which may provide that the Custodian shall, on behalf of the Trustee, conduct the review of each Mortgage File required under the first paragraph of this Section 2.02. Initially, Citibank West, FSB is appointed as Custodian with respect to the Mortgage Files of all the Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related duties and obligations set forth herein).
SECTION 2.03 |
Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor. |
(a) Upon discovery or receipt of notice by the Depositor, the Master Servicer, the Trust Administrator or the Trustee of any materially defective document in, or that a
document is missing from, a Mortgage File or of the breach by the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the party so discovering or receiving notice shall promptly notify the other parties to this Agreement, and the Trustee thereupon shall promptly notify the Seller of such defect, missing document or breach and request that the Seller deliver such missing document or cure such defect or breach within 90 days from the date the Seller was notified of such missing document, defect or breach, and if the Seller does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement (i) to repurchase such Mortgage Loan from REMIC I-A or REMIC II-A at the Purchase Price within 90 days after the date on which the Seller was notified (subject to Section 2.03(e)) of such missing document, defect or breach, and (ii) to indemnify the Trust Fund in respect of such missing document, defect or breach, in the case of each of (i) and (ii), if and to the extent that the Seller is obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan and any indemnification shall be remitted by the Seller to the Master Servicer for deposit into the Collection Account, and the Trust Administrator, upon receipt of written notice from the Master Servicer of such deposit, shall give written notice to the Trustee that such deposit has taken place and the Trustee shall release (or cause the Custodian to release on its behalf) to the Seller the related Mortgage File, and the Trustee and the Trust Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan released pursuant hereto, and the Trustee and the Trust Administrator shall have no further responsibility with regard to such Mortgage File. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the Seller pursuant to the Mortgage Loan Purchase Agreement at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS rules and regulations. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement the Seller may cause such Mortgage Loan to be removed from REMIC I-A or REMIC II-A (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d). It is understood and agreed that the obligation of the Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing, and if and to the extent provided in the Mortgage Loan Purchase Agreement to perform any applicable indemnification obligations with respect to any such omission, defect or breach, as provided in the Mortgage Loan Purchase Agreement, shall constitute the only remedies respecting such omission, defect or breach available to the Trustee or the Trust Administrator on behalf of the Certificateholders.
(b) |
Reserved. |
(c) Within 90 days of the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or covenant of the Master Servicer set forth in Section 2.05 which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the Master Servicer shall cure such breach in all material respects.
(d) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the date which is two years after the Startup Day for REMIC I-A or REMIC II-A.
As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Seller delivering to the Trustee (or to the Custodian on behalf of the Trustee, as applicable), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment in blank or to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers’ Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The Custodian on its behalf and on behalf of the Trustee shall, for the benefit of the Certificateholders, review each Mortgage File within 90 days after execution and delivery of this Agreement, to ascertain that all required documents have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans. If in the course of such review the Trustee or the Custodian on its behalf finds a document or documents constituting a part of a Mortgage File to be defective in any material respect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Seller and the Master Servicer. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the Seller. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Trust Administrator shall give or cause to be given written notice to the Trustee and the Certificateholders that such substitution has taken place, and the Trust Administrator shall amend or cause the Custodian to amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and, upon receipt thereof, shall deliver a copy of such amended Mortgage Loan Schedule to the Master Servicer. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Mortgage Loan Purchase Agreement (including all applicable representations and warranties thereof included in the Mortgage Loan Purchase Agreement), in each case as of the date of substitution.
For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date of substitution, together with one month’s interest on such Scheduled Principal Balance at the applicable Mortgage Loan Remittance Rate. On the date of such substitution, the Trustee will monitor the obligation of the Seller to deliver or cause to be delivered, and shall request that such delivery be
to the Master Servicer for deposit in the Collection Account, an amount equal to the Substitution Shortfall Amount, if any, and the Trustee (or the Custodian on behalf of the Trustee, as applicable), upon receipt of the related Qualified Substitute Mortgage Loan or Loans and written notice given by the Master Servicer of such deposit, shall release to the Seller the related Mortgage File or Files and the Trustee and the Trust Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.
In addition, the Seller shall obtain at its own expense and deliver to the Trustee and the Trust Administrator an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on any Trust REMIC, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup date” under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.
(e) Upon discovery by the Depositor, the Master Servicer, the Trust Administrator or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties to this Agreement, and the Trustee shall give written notice thereof to the Seller. In connection therewith, the Seller pursuant to the Mortgage Loan Purchase Agreement or the Depositor pursuant to this Agreement shall repurchase or, subject to the limitations set forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Such repurchase or substitution shall be made by (i) the Seller if the affected Mortgage Loan’s status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Seller under the Mortgage Loan Purchase Agreement or (iii) the Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage is a breach of no representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Sections 2.03(a). The Trustee shall reconvey to the Depositor or the Seller, as the case may be, the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased by the Seller for breach of a representation or warranty.
SECTION 2.04 |
Reserved. |
SECTION 2.05 |
Representations, Warranties and Covenants of the Master Servicer. |
The Master Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement;
(ii) The Master Servicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;
(iii) The execution and delivery of this Agreement by the Master Servicer, the servicing of the Mortgage Loans by the Master Servicer hereunder, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter or by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act;
(v) No litigation is pending against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date;
(vii) The Master Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Master Servicer can service the Mortgage Loans in accordance with the terms of this Agreement; and
(viii) The Master Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS.
It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Master Servicer, the Trust Administrator or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the Trustee. Subject to Section 7.01, the obligation of the Master Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Master Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05.
SECTION 2.06 |
Issuance of the Certificates. |
The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it or to the Custodian on its behalf of the Mortgage Files, subject to the provisions of Section 2.01 and Section 2.02, together with the assignment to it of all other assets included in REMIC I-C and REMIC II-B 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, and the Authenticating Agent has authenticated and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates constitute the entire beneficial ownership interest in REMIC I-C and REMIC II-B.
SECTION 2.07 |
Conveyance of the REMIC Regular Interests; Acceptance of the Trust REMICs by the Trustee. |
he rights of the Class 1-R Certificateholders and of the Class 2-R Certificateholders, and of the holder of each REMIC Regular Interest created hereunder and the holder of each Regular Certificate to receive distributions, and all ownership interests evidenced or constituted by the Class 1-R Certificates, the Class 2-R Certificates and the Regular Certificates, shall be as set forth in this Agreement.
The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC I-A Regular Interests for the benefit of the Class 1-R Certificateholders (as holder of the Class R-IA Residual Interest) and REMIC I-B (as holder of the REMIC I-A Regular Interests). The Trustee acknowledges receipt of the REMIC I-A Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Class 1-R Certificateholders (as holder of the Class R-IA Residual Interest) and REMIC I-B (as holder of the REMIC I-A Regular Interests). The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC I-B Regular Interests for the benefit of the Class 1-R Certificateholders (as holder of the Class R-IB Residual Interest) and REMIC I-C (as holder of the REMIC I-B Regular Interests). The Trustee acknowledges receipt of the REMIC I-B Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Class 1-R Certificateholders (as holder of the Class R-IB Residual Interest) and REMIC I-C (as holder of the REMIC I-B Regular Interests). The rights of the Class 1-R Certificateholders (as holder of the Class R-IA Residual Interest) and of REMIC I-B (as holder of the REMIC I-A Regular Interests) to receive distributions from the proceeds of REMIC I-A, the rights of the Class 1-R Certificateholders (as holder of the Class R-IB Interest) and of REMIC I-C (as holder of the REMIC I-B Regular Interests) to receive distributions from the proceeds of REMIC I-B, and all ownership interests evidenced or constituted by the Class 1-R Certificates and the Regular Certificates evidencing interests in REMIC I-C, shall be as set forth in this Agreement.
The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC II-A Regular Interests for the benefit of the Class 2-R Certificateholders (as holder of the Class R-IIA Interest) and REMIC II-B (as holder of the REMIC II-A Regular Interests). The Trustee acknowledges receipt of the REMIC II-A Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Class 2-R Certificateholders (as holder of the Class R-IIA Interest) and REMIC II-B (as holder of the REMIC II-A Regular Interests). The rights of the Class 2-R Certificateholders (as holder of the Class R-IIA Interest) and of REMIC II-B (as holder of the REMIC II-A Regular Interests) to receive distributions from the proceeds of REMIC II-A, and all ownership interests evidenced or constituted by the Class 2-R Certificates and the Regular Certificates evidencing interests in REMIC II-B, shall be as set forth in this Agreement.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 |
Master Servicer to Act as Master Servicer. |
The Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to:
(i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor;
(ii) the ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer;
(iii) the Master Servicer’s obligation to make P&I Advances or Servicing Advances; or
(iv) the Master Servicer’s or any Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction.
To the extent consistent with the foregoing, the Master Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Certificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and Certificateholders. The Master Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Master Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Primary Mortgage Insurance Policy and any
standard hazard insurance policy. Subject to Section 3.17, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Sub-Servicer such documents as are necessary or appropriate to enable the Master Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to the Master Servicer a power of attorney to carry out such duties. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney.
In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Sub- Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when the Master Servicer or the Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS System, or cause the removal from the registration of any Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses (i) incurred as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System or (ii) if the affected Mortgage Loan is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable, incurred in connection with the actions described in the preceding sentence, shall be subject to withdrawal by the Master Servicer from the Collection Account.
Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.03) and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan (except with respect to a Mortgage Loan that is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable) that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions.
The Master Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement.
The Master Servicer shall accurately and fully report (or cause each Sub-Servicer to accurately and fully report), its borrower credit files to each of the credit repositories in a timely manner.
SECTION 3.02 |
Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers. |
(a) The Master Servicer may enter into Sub-Servicing Agreements (provided that such agreements would not result in a withdrawal or a downgrading by the Rating Agencies of the rating on any Class of Certificates) with Sub-Servicers, for the servicing and administration of the Mortgage Loans. As of the Cut-Off Date, Countrywide Home Loans Servicing LP is the Sub-Servicer with respect to the Mortgage Loans originated by Countrywide and in such capacity Countrywide Home Loans Servicing LP will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date, Xxxxx Fargo is the Sub-Servicer with respect to the Mortgage Loans originated by Xxxxx Fargo and in such capacity Xxxxx Fargo will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date, National City is the Sub-Servicer with respect to the National City Mortgage Loans and in such capacity National City will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date, GreenPoint is the Sub-Servicer with respect to the GreenPoint Mortgage Loans and in such capacity GreenPoint will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date, SunTrust is the Sub-Servicer with respect to the SunTrust Mortgage Loans and in such capacity SunTrust will be primarily responsible for the servicing of such Mortgage Loans.
(b) Each Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts of which are insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Xxx approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance
or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub- Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Trust Administrator copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer’s execution and delivery of such instruments.
(c) As part of its servicing activities hereunder, the Master Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement and of the Seller under the Mortgage Loan Purchase Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub- Servicing Agreement, or to purchase a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant, as described in Section 2.03(a). Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed.
SECTION 3.03 |
Successor Sub-Servicers. |
The Master Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Master Servicer without any act or deed on the part of such Sub-Servicer or the Master Servicer, and the Master Servicer either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02.
Any Sub-Servicing Agreement (other than any Initial Sub-Servicing Agreement) shall include the provision that such agreement may be immediately terminated by the Trustee or the Trust Administrator without fee, in accordance with the terms of this Agreement, in the event that the Master Servicer shall, for any reason, no longer be the Master Servicer (including termination due to a Master Servicer Event of Default).
SECTION 3.04 |
Liability of the Master Servicer. |
Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee and the Certificateholders for the
servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub- Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
SECTION 3.05 |
No Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator or Certificateholders. |
Any Sub-Servicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such shall be deemed to be between the Sub-Servicer and the Master Servicer alone, and the Trustee, the Trust Administrator and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer except as set forth in Section 3.06. The Master Servicer shall be solely liable for all fees owed by it to any Sub-Servicer, irrespective of whether the Master Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees.
SECTION 3.06 |
Assumption or Termination of Sub-Servicing Agreements by Trustee. |
In the event the Master Servicer shall for any reason no longer be the master servicer (including by reason of the occurrence of a Master Servicer Event of Default), the Trustee or its designee shall thereupon assume all of the rights and obligations of the Master Servicer under each Sub-Servicing Agreement that the Master Servicer may have entered into, unless the Trustee elects to terminate any Sub-Servicing Agreement in accordance with its terms as provided in Section 3.03. Upon such assumption, the Trustee, its designee or the successor servicer for the Trustee appointed pursuant to Section 7.02 shall be deemed, subject to Section 3.03, to have assumed all of the Master Servicer’s interest therein and to have replaced the Master Servicer as a party to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement had been assigned to the assuming party, except that (i) the Master Servicer shall not thereby be relieved of any liability or obligations under any Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any successor Master Servicer shall be deemed to have assumed any liability or obligation of the Master Servicer that arose before it ceased to be the Master Servicer.
The Master Servicer at its expense shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by or on behalf of it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub- Servicing Agreements to the assuming party.
SECTION 3.07 |
Collection of Certain Mortgage Loan Payments. |
The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Primary Mortgage Insurance Policy and any other applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing and the servicing standards set forth in Section 3.01, the Master Servicer may in its discretion (i) waive any late payment charge or, if applicable, penalty interest, only upon determining that the coverage of such Mortgage Loan by the related Primary Mortgage Insurance Policy, if any, will not be affected, or (ii) extend the due dates for Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Master Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to Section 4.03 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable, the Master Servicer, consistent with the standards set forth in Section 3.01, may waive, modify or vary any term of such Mortgage Loan (including modifications that change the Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan (such payment, a “Short Pay-off”) or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor, if in the Master Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action).
SECTION 3.08 |
Sub-Servicing Accounts. |
In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to establish and maintain one or more accounts (collectively, the “Sub-Servicing Account”). The Sub-Servicing Account shall be an Eligible Account and shall comply with all requirements of this Agreement relating to the Collection Account (provided, however, that in the case of each Initial Sub-Servicing Agreement, the applicable Sub-Servicing Account shall comply with all requirements of the Initial Sub-Servicing Agreement relating to the custodial account provided for therein). The Sub-Servicer shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer less its servicing compensation to the extent permitted by the Sub-Servicing Agreement, and shall thereafter deposit such amounts in the Sub-Servicing Account, in no event more than one Business Day after the deposit of such funds into the clearing account. The Sub-Servicer shall thereafter remit such proceeds to the Master Servicer for deposit in the Collection Account
not later than two Business Days after the deposit of such amounts in the Sub-Servicing Account (or, in the case of the Initial Sub-Servicing Agreement, at such time as is required pursuant to the terms of the Initial Sub-Servicing Agreement). For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on the Mortgage Loans when the Sub-Servicer receives such payments.
SECTION 3.09 |
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. |
The Master Servicer shall establish and maintain (or cause a Sub-Servicer to establish and maintain) one or more accounts (the “Servicing Accounts”), into which all collections from the Mortgagors (or related advances from Sub-Servicers) for the payment of ground rents, taxes, assessments, fire and hazard insurance premiums, Primary Mortgage Insurance Premiums, water charges, sewer rents and comparable items for the account of the Mortgagors (“Escrow Payments”) shall be deposited and retained. Servicing Accounts shall be Eligible Accounts. The Master Servicer (or the applicable Sub-Servicer) shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Master Servicer’s (or the applicable Sub-Servicer’s) receipt thereof, all Escrow Payments collected on account of the Mortgage Loans and shall thereafter deposit such Escrow Payments in the Servicing Accounts, in no event more than one Business Day after the deposit of such funds in the clearing account, for the purpose of effecting the payment of any such items as required under the terms of this Agreement. Withdrawals of amounts from a Servicing Account may be made only to (i) effect payment of Escrow Payments; (ii) reimburse the Master Servicer (or 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 Master Servicer’s obligations and responsibilities in respect of the Mortgage Loans under this Agreement in accordance with Article IX; or (vi) recover amounts deposited in error. As part of its servicing duties, the Master Servicer or Sub-Servicers shall pay to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law and, to the extent that interest earned on funds in the Servicing Accounts is insufficient, to pay such interest from its or their own funds, without any reimbursement therefor. To the extent that a Mortgage does not provide for Escrow Payments, the Master Servicer shall determine whether any such payments are made by the Mortgagor in a manner and at a time that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure of a tax lien. The Master Servicer assumes full responsibility for the payment of all such bills and shall effect payments of all such bills irrespective of the Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such payments.
SECTION 3.10 |
Collection Account and Distribution Account. |
(a) On behalf of the Trust Fund, the Master Servicer shall establish and maintain one or more separate, segregated trust accounts (such account or accounts, the “Collection Account”), held in trust for the benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund, the Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Master Servicer’s receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than one Business Day after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it from and after the Cut-off Date plus an additional one month’s interest on Mortgage Loans with a first Monthly Payment due in November 2005 (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, except for one month’s interest on Mortgage Loans with a first Monthly Payment due in November 2005, Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest (net of the related Servicing Fee and the related Administration Fee) on each Mortgage Loan;
(iii) all Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid by the Master Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 9.01);
(iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account;
(v) any amounts required to be deposited by the Master Servicer pursuant to the second paragraph of Section 3.14(a) in respect of any blanket policy deductibles;
(vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with Section 2.03 or Section 9.01;
(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) any amounts required to be transferred from any Buydown Account pursuant to Section 3.28.
For purposes of the immediately preceding sentence, the Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be deemed to be the date of substitution.
The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption fees need not be deposited by the Master Servicer in the Collection Account. In the event the Master Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
(b) On behalf of the Trust Fund, the Paying Agent on behalf of the Trust Administrator shall establish and maintain one or more separate, segregated trust accounts (such account or accounts, the “Distribution Account”), held in trust for the benefit of the Certificateholders. On behalf of the Trust Fund, the Master Servicer shall deliver to the Paying Agent in immediately available funds for deposit in the Distribution Account on or before 12:00 p.m. New York time (i) on the Master Servicer Remittance Date, that portion of the Available Distribution Amount (calculated without regard to the subtraction therefrom of any amounts described in clause (ii)(a) of the definition thereof) for the related Distribution Date then on deposit in the Collection Account and (ii) on each Business Day as of the commencement of which the balance on deposit in the Collection Account exceeds $75,000 following any withdrawals pursuant to the next succeeding sentence, the amount of such excess, but only if the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account.” If the balance on deposit in the Collection Account exceeds $75,000 as of the commencement of business on any Business Day and the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account,” the Master Servicer shall, on or before 12:00 p.m. New York time on such Business Day, withdraw from the Collection Account any and all amounts payable or reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Seller or any Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons entitled thereto.
(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. The Master Servicer shall give notice to the Trustee, the Trust Administrator, the Paying Agent and the Depositor of the location of the Collection Account maintained by it when established and prior to any change thereof. The Paying Agent shall give notice to the Master Servicer, the Trust Administrator, the Paying Agent and the Depositor of the location of the Distribution Account when established and prior to any change thereof.
(d) Funds held in the Collection Account at any time may be delivered by the Master Servicer to the Paying Agent on behalf of the Trust Administrator for deposit in an account (which may be the Distribution Account and must satisfy the standards for the Distribution Account as set forth in the definition thereof) and for all purposes of this Agreement shall be deemed to be a part of the Collection Account; provided, however, that the Paying Agent shall have the sole authority to withdraw any funds held pursuant to this subsection (d). In the event the Master Servicer shall deliver to the Paying Agent for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Paying Agent withdraw such amount from the Distribution Account and remit to it any such amount, any provision herein to the contrary notwithstanding. In addition, the Master Servicer shall deliver to the Paying Agent from time to time for deposit, and upon written notification from the Master Servicer, the Paying Agent shall so deposit, in the Distribution Account:
(i) |
any P&I Advances, as required pursuant to Section 4.03; |
(ii) any amounts required to be deposited pursuant to Section 3.23(d) or (f) in connection with any REO Property;
(iii) any amounts to be paid by the Master Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 9.01;
(iv) any amounts required to be deposited pursuant to Section 3.24 in connection with any Prepayment Interest Shortfalls; and
(v) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters.
(e) Promptly upon receipt of any Stayed Funds, whether from the Master Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Paying Agent shall deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder.
(f) The Master Servicer shall deposit in the Collection Account any amounts required to be deposited pursuant to Section 3.12(b) in connection with losses realized on Permitted Investments with respect to funds held in the Collection Account.
SECTION 3.11 |
Withdrawals from the Collection Account and Distribution Account. |
(a) The Master Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 4.03:
(i) to remit to the Paying Agent for deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.10(b) or permitted to be so remitted pursuant to the first sentence of Section 3.10(d);
(ii) subject to Section 3.16(d), to reimburse the Master Servicer for P&I Advances, but only to the extent of amounts received which represent Late Collections (net of the related Servicing Fees and Administration Fees) of Monthly Payments on Mortgage Loans with respect to which such P&I Advances were made in accordance with the provisions of Section 4.03;
(iii) subject to Section 3.16(d), to pay the Master Servicer or any Sub- Servicer (A) any unpaid Servicing Fees and unpaid Administration Fees, (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance Proceeds or other amounts as may be collected by the Master Servicer from a Mortgagor, or otherwise received with respect to such Mortgage Loan and (C) any nonrecoverable Servicing Advances following the final liquidation of a Mortgage Loan, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Master Servicer or any Sub-Servicer for such Servicing Advances;
(iv) to pay to the Master Servicer as servicing compensation (in addition to the Servicing Fee and the Administration Fee) on the Master Servicer Remittance Date any interest or investment income earned on funds deposited in the Collection Account;
(v) to pay to the Master Servicer, the Depositor or the Seller, as the case may be, with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to Section 2.03 or Section 3.16(c) all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;
(vi) to reimburse the Master Servicer for any P&I Advance previously made which the Master Servicer has determined to be a Nonrecoverable P&I Advance in accordance with the provisions of Section 4.03;
(vii) to reimburse the Master Servicer or the Depositor for expenses incurred by or reimbursable to the Master Servicer or the Depositor, as the case may be, pursuant to Section 6.03;
(viii) to reimburse the Master Servicer, the Trust Administrator or the Trustee, as the case may be, for expenses reasonably incurred in respect of the breach or defect giving rise to the purchase obligation under Section 2.03 or Section 2.04 of this Agreement that were included in the Purchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the purchase obligation;
(ix) to pay, or to reimburse the Master Servicer for advances in respect of expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b);
(x) |
[reserved]; and |
|
(xi) |
to clear and terminate the Collection Account pursuant to Section 9.01. |
The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account, to the extent held by or on behalf of it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Master Servicer shall provide written notification to the Trustee, the Trust Administrator and the Paying Agent, on or prior to the next succeeding Master Servicer Remittance Date, upon making any withdrawals from the Collection Account pursuant to subclause (vii) above.
(b) The Paying Agent shall, from time to time, make withdrawals from the Distribution Account, for any of the following purposes, without priority:
(i) to make distributions to Certificateholders in accordance with Section 4.01;
(ii) to pay to itself any interest income earned on funds deposited in the Distribution Account pursuant to Section 3.12(c);
(iii) to reimburse the Trust Administrator or the Trustee pursuant to Section 7.02;
(iv) |
to pay any amounts in respect of taxes pursuant to 10.01(g)(iii); | |
(v) |
to pay any Extraordinary Trust Fund Expenses; |
|
(vi) to reimburse the Paying Agent or the Trustee for any P&I Advance made by it under Section 7.01 (if not reimbursed by the Master Servicer) to the same extent the Master Servicer would be entitled to reimbursement under Section 3.11(a); and
(vii) |
to clear and terminate the Distribution Account pursuant to Section 9.01. |
SECTION 3.12 |
Investment of Funds in the Collection Account and the Distribution Account. |
(a) The Master Servicer may direct any depository institution maintaining the Collection Account (for purposes of this Section 3.12, an “Investment Account”), and the Paying Agent may direct any depository institution maintaining the Distribution Account (for purposes of this Section 3.12, also an “Investment Account”), to hold the funds in such Investment Account uninvested or to invest the funds in such Investment Account in one or more Permitted Investments specified in such instruction bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Paying Agent is the obligor thereon, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Paying Agent is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trust Administrator (in its capacity as such) or in the name of a nominee of the Trust Administrator. The Trust Administrator shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account and the Distribution Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trust Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Trust Administrator or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trust Administrator shall:
(x) |
consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and |
(y) |
demand payment of all amounts due thereunder promptly upon determination by a Responsible Officer of the Trust Administrator |
that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.
(b) All income and gain realized from the investment of funds deposited in the Collection Account held by or on behalf of the Master Servicer, shall be for the benefit of the Master Servicer and shall be subject to its withdrawal in accordance with Section 3.11. The Master Servicer shall deposit in the Collection Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.
(c) All income and gain realized from the investment of funds deposited in the Distribution Account held by or on behalf of the Paying Agent, shall be for the benefit of the Paying Agent and shall be subject to its withdrawal at any time. The Paying Agent shall deposit in the Distribution Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.
(d) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of the Holders of Certificates representing more than 50% of the Voting Rights allocated to any Class of Certificates, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
SECTION 3.13 |
Maintenance of the Primary Mortgage Insurance Policies; Collections Thereunder. |
The Master Servicer will maintain or cause the related Sub-Servicer, if any, to maintain in full force and effect, if required under the Mortgage Loan Purchase Agreement and to the extent available, a Primary Mortgage Insurance Policy with respect to each Mortgage Loan so insured as of the Closing Date (or, in the case of a Qualified Substitute Mortgage Loan, on the date of substitution). Such coverage will be maintained with respect to each such Mortgage Loan for so long as it is outstanding, subject to any applicable laws or until the related Loan-to-Value Ratio is reduced to less than or equal to 80% based on Mortgagor payments. The Master Servicer shall cause the premium for each Primary Mortgage Insurance Policy to be paid on a timely basis and shall pay such premium out of its own funds if it is not otherwise paid. The Master Servicer or the related Sub-Servicer, if any, will not cancel or refuse to renew any such Primary Mortgage Insurance Policy in effect on the Closing Date (or, in the case of a Qualified Substitute Mortgage Loan, on the date of substitution) that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy for such canceled or non-renewed policy is obtained from and maintained with a Qualified Insurer.
The Master Servicer shall not take, or permit any Sub-Servicer to take, any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Master Servicer or Sub-Servicer, would have been
covered thereunder. The Master Servicer will comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Primary Mortgage Insurance Policy. In connection with any assumption and modification agreement or substitution of liability agreement entered into or to be entered into pursuant to Section 3.15, the Master Servicer shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption in accordance with the terms of such policies and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance Policy. If any such Primary Mortgage Insurance Policy is terminated as a result of such assumption, the Master Servicer or the related Sub-Servicer shall obtain a replacement Primary Mortgage Insurance Policy as provided above.
In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policy in a timely fashion in accordance with the terms of such policies and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Any amounts collected by the Master Servicer under any Primary Mortgage Insurance Policy shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11; and any amounts collected by the Master Servicer under any Primary Mortgage Insurance Policy in respect of any REO Property shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.23. In those cases in which a Mortgage Loan is serviced by a Sub-Servicer, the Sub-Servicer, on behalf of itself, the Trustee, and the Certificateholders, will present claims to the insurer under any Primary Mortgage Insurance Policy and all collections thereunder shall be deposited initially in the Sub-Servicing Account.
SECTION 3.14 |
Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage. |
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage on the related Mortgaged Property in an amount which is at least equal to the least of (i) the current principal balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis and (iii) the maximum insurable value of the improvements which are a part of such Mortgaged Property, in each case in an amount not less than such amount as is necessary to avoid the application of any coinsurance clause contained in the related hazard insurance policy. The Master Servicer shall also cause to be maintained fire insurance with extended coverage on each REO Property in an amount which is at least equal to the lesser of (i) the maximum insurable value of the improvements which are a part of such property and (ii) the outstanding principal balance of the related Mortgage Loan at the time it became an REO Property, plus accrued interest at the Mortgage Rate and related Servicing Advances. The Master Servicer will comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any such hazard policies. Any amounts to be collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the
related Mortgage and Mortgage Note) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section 3.23, if received in respect of an REO Property. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property or REO Property is at any time in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the Master Servicer will cause to be maintained a flood insurance policy in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a blanket policy with an insurer having a General Policy Rating of A:X or better in Best’s Key Rating Guide (or such other rating that is comparable to such rating) insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first two sentences of this Section 3.14, it being understood and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with the first two sentences of this Section 3.14, and there shall have been one or more losses which would have been covered by such policy, deposit to the Collection Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.
(b) The Master Servicer shall keep in force during the term of this Agreement a policy or policies of insurance covering errors and omissions for failure in the performance of the Master Servicer’s obligations under this Agreement, which policy or policies shall be in such form and amount that would meet the requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless the Master Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall also maintain a fidelity bond in the form and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac, unless the Master Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall provide the Trustee and the Paying Agent (upon the Trustee’s and the Rating Agencies’ reasonable requests) with copies of any such insurance policies and fidelity bond. The Master Servicer shall be deemed to have complied with this provision if an Affiliate of the Master Servicer has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Master Servicer. Any such errors and omissions policy and fidelity bond shall by its terms not be cancelable without thirty days’ prior written notice to the Trustee.
The Master Servicer shall also cause each Sub-Servicer to maintain a policy of insurance covering errors and omissions and a fidelity bond which would meet such requirements.
SECTION 3.15 |
Enforcement of Due-On-Sale Clauses; Assumption Agreements. |
The Master Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Master Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Master Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Master Servicer is also authorized to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the underwriting criteria of the Master Servicer. In connection with any assumption or substitution, the Master Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Master Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable Primary Mortgage Insurance Policy or hazard insurance policy, or a new policy meeting the requirements of this Section is obtained. Any fee collected by the Master Servicer in respect of an assumption or substitution of liability agreement will be retained by the Master Servicer as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Custodian (with a copy to the Trustee) the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.
Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this
Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.
SECTION 3.16 |
Realization Upon Defaulted Mortgage Loans. |
(a) The Master Servicer shall, consistent with the servicing standard set forth in Section 3.01, foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07. The Master Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Master Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses.
(b) Notwithstanding the foregoing provisions of this Section 3.16 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Master Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Master Servicer shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Trustee, the Trust Fund, the Trust Administrator, the Master Servicer or the Certificateholders would be considered to hold title to, to be a “mortgagee-in- possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Master Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits using customary industry standards, that:
(1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Trust Fund to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and
(2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the
Trust Fund to take such actions with respect to the affected Mortgaged Property.
The cost of the environmental audit report contemplated by this Section 3.23 shall be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(ix), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.
If the Master Servicer determines, as described above, that it is in the best economic interest of the Trust Fund to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials affecting any such Mortgaged Property, then the Master Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(ix), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.
(c) |
[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 Master Servicer or any Sub-Servicer for any related unreimbursed Servicing Advances and P&I Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued and unpaid interest on the Mortgage Loan, to the date of the Final Recovery Determination, or to the Due Date prior to the Distribution Date on which such amounts are to be distributed if not in connection with a Final Recovery Determination; and third, as a recovery of principal of the Mortgage Loan. If the amount of the recovery so allocated to interest is less than the full amount of accrued and unpaid interest due on such Mortgage Loan, the amount of such recovery will be allocated by the Master Servicer as follows: first, to unpaid Servicing Fees and Administration Fees; and second, to the balance of the interest then due and owing. The portion of the recovery so allocated to unpaid Servicing Fees and unpaid Administration Fees shall be reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii)(A).
SECTION 3.17 |
Trustee to Cooperate; Release of Mortgage Files. |
(a) Upon the payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer will immediately notify the Custodian, on behalf of the Trustee, by a certification in the form of Exhibit E (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.10 have been or will be so deposited) of a Servicing Officer and shall request that the Custodian, on behalf of the
Trustee, deliver to it the Mortgage File. Upon receipt of such certification and request, the Custodian, on behalf of the Trustee, shall promptly release the related Mortgage File to the Master Servicer, and the Master Servicer is authorized to cause the removal from the registration on the MERS® System of any such Mortgage, if applicable, and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of satisfaction or cancellation or of partial or full release. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account or the Distribution Account.
The Trustee (or a Custodian on its behalf) shall, at the written request and expense of any Certificateholder, provide a written report to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes.
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any Primary Mortgage Insurance Policy or any other insurance policy relating to the Mortgage Loans, the Custodian, on behalf of the Trustee, shall, upon request of the Master Servicer and delivery to the Custodian and the Trustee of a Request for Release in the form of Exhibit E-l, release the related Mortgage File to the Master Servicer, and the Custodian, on behalf of the Trustee, shall, at the direction of the Master Servicer, execute such documents as shall be necessary to the prosecution of any such proceedings. Such Request for Release shall obligate the Master Servicer to return each and every document previously requested from the Mortgage File to the Custodian when the need therefor by the Master Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered to the Custodian, on behalf of the Trustee, a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Custodian, on behalf of the Trustee, to the Master Servicer.
(c) Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer any court pleadings, requests for trustee’s sale or other documents reasonably necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.
SECTION 3.18 |
Servicing Compensation. |
As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee and the Administration Fee and Buydown Funds with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees and unpaid Administration 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 and the Administration Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement.
Additional servicing compensation in the form of assumption fees, late payment charges and other similar fees and charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under any Primary Insurance Policies, if applicable, premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided herein in Section 8.05, the fees and expenses of the Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.
SECTION 3.19 |
Reports to the Trust Administrator; Collection Account Statements. |
Not later than fifteen days after each Distribution Date, the Master Servicer shall forward to the Trust Administrator, the Paying Agent and the Trustee, upon the request of the Trust Administrator, the Paying Agent or the Trustee, a statement prepared by the Master Servicer setting forth the status of the Collection Account as of the close of business on the last day of the calendar month relating to such Distribution Date and showing, for the period covered by such statement, the aggregate amount of deposits into and withdrawals from the Collection Account of each category of deposit specified in Section 3.10(a) and each category of withdrawal specified in Section 3.11. Such statement may be in the form of the then current Xxxxxx Xxx Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program with appropriate additions and changes, and shall also include information as to the aggregate of the outstanding principal balances of all of the Mortgage Loans as of the last day of the calendar month immediately preceding such Distribution Date. Copies of such statement shall be provided by the Trust Administrator to the Certificates Registrar, and the Certificate Registrar shall provide the same to any Certificateholder and to any Person identified to the Certificate Registrar as a prospective transferee of a Certificate, upon the request and at the expense of the requesting party, provided such statement is delivered by the Master Servicer to the Trust Administrator and by the Trust Administrator to the Certificate Registrar.
SECTION 3.20 |
Statement as to Compliance. |
The Master Servicer shall deliver to the 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 31 of the prior year: (i) such Servicing Officer has reviewed the activities of such Master Servicer during the preceding calendar year or portion thereof and its performance under this Agreement, (ii) to the best of such Servicing Officer’s knowledge, based on such review, such Master 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, (iii) nothing has come to the attention of such Servicing Officer to lead such Servicing Officer to believe that any Servicer has failed to perform any of its duties, responsibilities and obligations under its Servicing Agreement in all material respects throughout such year, or, if there has been a material default in the performance or 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 such statements shall be provided to any Certificateholder upon request, by the Trust Administrator at the Master Servicer’s expense.
SECTION 3.21 |
Independent Public Accountants’ Servicing Report. |
The Master 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 fiscal year, such firm has examined certain records and documents relating to the Master 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 Master 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 Master Servicer. If such report discloses exceptions that are material, the Master Servicer shall advise the Trustee whether such exceptions have been or are susceptible of cure, and if susceptible of cure will take prompt action to cure.
SECTION 3.22 |
Access to Certain Documentation. |
The Master Servicer shall provide to the Office of the Controller of the Currency, the Office of Thrift Supervision, the FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the
documentation regarding the Mortgage Loans required by applicable laws and regulations. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Master Servicer designated by it. In addition, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations will be provided to such Certificateholder, the Trustee, the Trust Administrator and to any Person identified to the Master Servicer as a prospective transferee of a Certificate, upon reasonable request during normal business hours at the offices of the Master Servicer designated by it at the expense of the Person requesting such access.
SECTION 3.23 |
Title, Management and Disposition of REO Property. |
(a) The deed or certificate of sale of any REO Property shall be taken in the name of the Trustee, or its nominee, in trust for the benefit of the Certificateholders. The Master Servicer, on behalf of the Trust Fund, shall either sell any REO Property before the close of the third taxable year following the year the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the above three-year grace period would otherwise expire, an extension of the above three-year grace period, unless the Master Servicer shall have delivered to the Trustee, the Trust Administrator and the Depositor an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Depositor, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third taxable year after its acquisition will not result in the imposition on the Trust Fund of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any time that any Certificates are outstanding. The Master Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any Trust REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions.
(b) The Master Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to REO Properties an account held in trust for the Trustee for the benefit of the Certificateholders (the “REO Account”), which shall be an Eligible Account. The Master Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Master Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account.
(c) The Master Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with the manner in which the Master Servicer manages and operates similar property owned by the Master Servicer or any of its Affiliates, all on such terms and for such period as the Master Servicer deems to be in the best interests of Certificateholders. In connection therewith, the Master Servicer shall deposit, or cause to be deposited in the clearing account (which account must be an Eligible Account) in
which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Master Servicer’s receipt thereof, and shall thereafter deposit in the REO Account, in no event more than one Business Day after the deposit of such funds into the clearing account, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without limitation:
(i) all insurance premiums due and payable in respect of such REO Property;
(ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; and
|
(iii) |
all costs and expenses necessary to maintain such REO Property. |
To the extent that amounts on deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such REO Property, the Master Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Master Servicer would make such advances if the Master Servicer owned the REO Property and if in the Master Servicer’s judgment, the payment of such amounts will be recoverable from the rental or sale of the REO Property.
Notwithstanding the foregoing, none of the Master Servicer, the Trust Administrator or the Trustee shall:
(i) authorize the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(ii) authorize any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;
(iii) authorize any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(iv) authorize any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund;
unless, in any such case, the Master Servicer has obtained an Opinion of Counsel, provided to the Trust Administrator and the Trustee, to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Master Servicer may take such actions as are specified in such Opinion of Counsel.
The Master Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that:
(i) the terms and conditions of any such contract shall not be inconsistent herewith;
(ii) any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to the Master Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor;
(iii) none of the provisions of this Section 3.23(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Master Servicer of any of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and
(iv) the Master Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property.
The Master Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Master Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Master Servicer shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay such fees.
(d) In addition to the withdrawals permitted under Section 3.23(c), the Master Servicer may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees of Administration Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and P&I Advances made in respect of such REO Property or the related Mortgage Loan. Any income from the related REO Property received during any calendar months prior to a Final Recovery Determination, net of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d), shall be withdrawn by the Master Servicer from each REO Account maintained by it and remitted to the Paying Agent for deposit into the Distribution Account in accordance with Section 3.10(d)(ii) on the Master Servicer Remittance Date relating to a Final Recovery Determination with respect to such Mortgage Loan, for distribution on the related Distribution Date in accordance with Section 4.01.
(e) Subject to the time constraints set forth in Section 3.23(a), and further subject to obtaining the approval of the insurer under any related Primary Mortgage Insurance Policy (if and to the extent that such approvals are necessary to make claims under such policies
in respect of the affected REO Property), each REO Disposition shall be carried out by the Master Servicer at such price and upon such terms and conditions as the Master Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities for similar properties.
(f) The proceeds from the REO Disposition, net of any amount required by law to be remitted to the Mortgagor under the related Mortgage Loan and net of any payment or reimbursement to the Master Servicer or any Sub-Servicer as provided above, shall be remitted to the Paying Agent for deposit in the Distribution Account in accordance with Section 3.10(d)(ii) on the Master Servicer Remittance Date in the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).
(g) The Master Servicer shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.
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SECTION 3.24 |
Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls. |
With respect to each Collateral Pool, the Master Servicer shall deliver to the Paying Agent for deposit into the Distribution Account on or before 12:00 p.m. New York time on the Master Servicer Remittance Date from its own funds (or from a Sub-Servicer’s own funds received by the Master Servicer in respect of Compensating Interest) an amount equal to the lesser of (i) the aggregate of the Prepayment Interest Shortfalls for the related Distribution Date resulting from full or partial Principal Prepayments during the related Prepayment Period and (ii) the applicable Compensating Interest Payment for that Collateral Pool.
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SECTION 3.25 |
Obligations of the Master Servicer in Respect of Monthly Payments. |
In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Paying Agent for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Trust Administrator, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. If amounts paid by the Master Servicer with respect to any Mortgage Loan pursuant to this Section 3.25 are subsequently recovered from the related Mortgagor, the Master Servicer shall be permitted to reimburse itself for such amounts paid by it pursuant to this Section 3.25 from such recoveries.
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SECTION 3.26 |
Administration of Buydown Funds. |
The Buydown Account established and maintained by the Master Servicer with respect to each Buydown Mortgage Loan shall be an Eligible Account. Upon receipt from the Mortgagor of the amount due on a Due Date for each Buydown Mortgage Loan, the Master Servicer will withdraw from the related Buydown Account the predetermined amount that, when added to the amount due on such date from the Mortgagor, equals the Monthly Payment and will deposit that amount together with the related payment made by the Mortgagor in the Collection Account. The Buydown Account shall not be an asset of any REMIC and for federal income tax purposes shall be owned by the Master Servicer or the applicable Sub-Servicer.
If any Mortgagor on a Buydown Mortgage Loan prepays such Mortgage Loan in its entirety during the Buydown Period, when Buydown Funds are required to be applied to such Buydown Mortgage Loan, the Master Servicer will withdraw from the related Buydown Account and remit to such Mortgagor or any other Person in accordance with the related Buydown Agreement any Buydown Funds remaining in the Buydown Account. If a Principal Prepayment by a Mortgagor during the Buydown Period, together with any Buydown Funds in the related Buydown Account, will result in a Principal Prepayment in full, the Master Servicer will withdraw from the related Buydown Account for deposit in the Collection Account the Buydown Funds, which together with such Principal Prepayment, will result in a Principal Prepayment in Full. If a Mortgagor defaults during the Buydown Period with respect to a Buydown Mortgage Loan and the Mortgaged Property is sold at foreclosure or title thereto is acquired on behalf of the Certificateholders, the Master Servicer will withdraw from the Buydown Account the Buydown Funds (which shall thereupon constitute “Liquidation Proceeds” for purposes of this Agreement) for deposit in the Collection Account.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
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SECTION 4.01 |
Distributions. |
(a) On each Distribution Date, the Paying Agent, in accordance with calculations and determinations made by the Trust Administrator as reflected in the statement to Certificateholders prepared by the Trust Administrator pursuant to Section 4.02, shall withdraw from the Distribution Account an amount equal to the related Available Distribution Amount for each Loan Group. Distributions on each distribution date with respect to the Group 1 Certificates will be made in the following amounts and order of priority, from the related Available Distribution Amount or related Available Distribution Amounts:
(i) from the Available Distribution Amount for each Loan Group, concurrently, (x) to the Holders of the related Senior Certificates (other than any related Interest Only Certificates), the Interest Distribution Amount for each such Class for such Distribution Date, and (y) to the Holders of any related Interest Only Certificates, that portion of the Interest Distribution Amount for such Interest Only Certificates for such distribution date attributable to the related Mortgage Loans, on a pro rata basis based on their respective entitlements to interest pursuant to this clause;
(ii) from the remaining Available Distribution Amount for each Loan Group, concurrently to the Holders of the related Class A Certificates, and on the first Distribution Date, the Holders of any related Residual Certificates, to the extent of the respective related Senior Principal Distribution Amounts for such Classes of Certificates, in reduction of the Certificate Principal Balances of such Classes, distributable first to the Holders of any related Residual Certificates and then to the Holders of the related Class A Certificates, in each case, until the Certificate Principal Balances thereof have been reduced to zero;
(iii) from the remaining Available Distribution Amounts for each Collateral Pool, to the Holders of the related Subordinate Certificates the related Interest Distribution Amount for each such Class for such Distribution Date, distributable to the Holders of the Subordinate Certificates related to such Collateral Pool in the order of priority from the Class of such Subordinate Certificates with the lowest numerical designation to the Class of such Subordinate Certificates with the highest numerical designation;
(iv) from the remaining Available Distribution Amounts for each Collateral Pool, to the Holders of the related Subordinate Certificates, an aggregate amount equal to the related Subordinate Principal Distribution Amount for such Distribution Date, allocable among the related Classes of Subordinate Certificates in reduction of the Certificate Principal Balances thereof pro rata in accordance with the respective amounts payable as to each such Class pursuant to the priorities and amounts set forth in Section 4.01(b)(i);
(v) from the remaining Available Distribution Amounts for each Collateral Pool, if such Distribution Date follows the expiration of the latest expiring prepayment charge on any Mortgage Loan remaining such Collateral Pool, to the related Class P Certificates, until the Certificate Principal Balance thereof has been reduced to zero;
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(vi) |
from the remaining Available Distribution Amounts for each Collateral Pool, to the Holders of the related Residual Certificates, any remaining amounts. |
Immediately prior to the distributions to the Holders of the Certificates on each Distribution Date, any adjustments to the Certificate Principal Balances of the Certificates required by this paragraph shall be made. For each Collateral Pool, an amount equal to the lesser of (x) the amount of related Subsequent Recoveries included in the available funds for such Distribution Date and (y) the aggregate amount of related Realized Losses, other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary Losses, previously allocated to the Certificates and that remain “outstanding” as set forth below shall be applied as follows: first, to increase the Certificate Principal Balance of the related Class of Certificates with the highest payment priority to which such Realized Losses were previously allocated, to the extent of any such Realized Losses previously allocated to such Class and remaining “outstanding” second, to increase the Certificate Principal Balance of the related Class of Certificates with the next highest payment priority to which such Realized Losses were previously allocated, to the extent of any such Realized Losses previously allocated to such Class and remaining “outstanding” and so forth. For purposes of the foregoing, with respect to any Class of Certificates, the amount of previously allocated Realized Losses that have been offset by an increase in Certificate Principal Balance as provided above shall be deemed no longer “outstanding” but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.04. Holders of any Class of Certificates with respect to which there shall have been a Certificate Principal Balance increase pursuant to this paragraph will not be entitled to any distribution in respect of interest on the amount of such increase for any 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.
All references above to the Certificate Principal Balance of any Class of Certificates shall be to the Certificate Principal Balance of such Class prior to the allocation of
Extraordinary Trust Fund Expenses and Realized Losses, in each case allocated to such Class of Certificates, on such Distribution Date pursuant to Section 4.04.
(b) (i) On each Distribution Date, the aggregate distributions of principal made on such date in respect of the Subordinate Certificates pursuant to Section 4.01(a)(iv) above shall be applied among the various Classes thereof, in the order of priority within each Collateral Pool from the Class of related Subordinate Certificates with the lowest numerical designation to the Class of related Subordinate Certificates with the highest numerical designation, in each case to the extent of remaining available funds up to the amount allocable to such Class for such Distribution Date and in each case until the aggregate Certificate Principal Balance of each such Class is reduced to zero, in an amount with respect to each such Class equal to the sum of (X) the related Class B Percentage of the amounts described in clauses (i) through (iii) of clause (a) of the definition of Subordinate Principal Distribution Amount, (Y) the portion of the amounts described in clauses (b), (c) and (e) of the definition of Subordinate Principal Distribution Amount allocable to such Class pursuant to Section 4.01(b)(ii) below and (Z) the excess, if any, of the amount required to be distributed to such Class pursuant to this Section 4.01(b)(i) for the immediately preceding Distribution Date, over the aggregate distributions of principal made in respect of such Class of Certificates on such immediately preceding Distribution Date pursuant to Section 4.01 to the extent that any such excess is not attributable to Realized Losses which were allocated to Subordinate Certificates with a lower priority pursuant to Section 4.04.
(ii) On any Distribution Date, the portion of (a) all net Liquidation Proceeds and Insurance Proceeds with respect to any Group 1 Mortgage Loans that were the subject of a Final Recovery Determination in the related Prepayment Period and (b) all Principal Prepayments received in respect of the Group 1 Mortgage Loans in the related Prepayment Period, allocable to principal and not included in the related Senior Principal Distribution Amount, will be allocated on a pro rata basis among the following Classes of Group 1 Subordinate Certificates (each, an “Eligible Class”) in proportion to the respective outstanding Certificate Principal Balances thereof: (i) the Class 1-B1 Certificates, (ii) the Class 1-B2 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool 1 evidenced by the Class 1-B2 Certificates, the Class 1-B3 Certificates, the Class 1-B4 Certificates, the Class 1-B5 Certificates and the Class 1-B6 Certificates equals or exceeds 4.55% before giving effect to distributions on such Distribution Date, (iii) the Class 1-B3 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool 1 evidenced by the Class 1-B3 Certificates, the Class 1-B4 Certificates, the Class 1-B5 Certificates and the Class 1-B6 Certificates equals or exceeds 3.00% before giving effect to distributions on such Distribution Date, (iv) the Class 1-B4 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool 1 evidenced by the Class 1-B4 Certificates, the Class 1-B5 Certificates and the Class 1-B6 Certificates equals or exceeds 1.85% before giving effect to distributions on such Distribution Date, (v) the Class 1-B5 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool 1 evidenced by the Class 1-B5 Certificates and the Class 1-B6 Certificates equals or exceeds 1.10% before giving effect to distributions on such Distribution Date and (vi) the Class 1-B6 Certificates, if on such Distribution Date the percentage interest in Collateral Pool 1 evidenced by the Class 1-B6 Certificates equals or exceeds 0.55% before giving
effect to distributions on such Distribution Date. If any of the foregoing Certificates is not an Eligible Class, any amounts allocable to principal and distributable pursuant to this Section 4.01(b)(ii) will be distributed among the Certificates that are Eligible Classes in the manner set forth above.
On any Distribution Date, the portion of (a) all net Liquidation Proceeds and Insurance Proceeds with respect to any Group 2 Mortgage Loans that were the subject of a Final Recovery Determination in the related Prepayment Period and (b) all Principal Prepayments received in respect of the Group 2 Mortgage Loans in the related Prepayment Period, allocable to principal and not included in the related Senior Principal Distribution Amounts, will be allocated on a pro rata basis among the following Classes of Group 2 Subordinate Certificates (each, an “Eligible Class”) in proportion to the respective outstanding Certificate Principal Balances thereof: (i) the Class 2-B1 Certificates, (ii) the Class 2-B2 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool 2 evidenced by the Class 2-B2 Certificates, the Class 2-B3 Certificates, the Class 2-B4 Certificates, the Class 2-B5 Certificates and the Class 2-B6 Certificates equals or exceeds 1.95% before giving effect to distributions on such Distribution Date, (iii) the Class 2-B3 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool 2 evidenced by the Class 2-B3 Certificates, the Class 2-B4 Certificates, the Class 2-B5 Certificates and the Class 2-B6 Certificates equals or exceeds 1.25% before giving effect to distributions on such Distribution Date, (iv) the Class 2-B4 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool 2 evidenced by the Class 2-B4 Certificates, the Class 2-B5 Certificates and the Class 2-B6 Certificates equals or exceeds 0.85% before giving effect to distributions on such Distribution Date, (v) the Class 2-B5 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool 2 evidenced by the Class 2-B5 Certificates and the Class 2-B6 Certificates equals or exceeds 0.50% before giving effect to distributions on such Distribution Date and (vi) the Class 2-B6 Certificates, if on such Distribution Date the percentage interest in Collateral Pool 2 evidenced by the Class 2-B6 Certificates equals or exceeds 0.20% before giving effect to distributions on such Distribution Date. If any of the foregoing Certificates is not an Eligible Class, any amounts allocable to principal and distributable pursuant to this Section 4.01(b)(ii) will be distributed among the Certificates that are Eligible Classes in the manner set forth above.
Notwithstanding the foregoing, if the application of the foregoing on any Distribution Date as provided in Section 4.01 would result in a distribution in respect of principal to any Class or Classes of Subordinate Certificates in an amount greater than the remaining Certificate Principal Balance thereof (any such Class, a “Maturing Class”) then: (a) the amount to be allocated to each Maturing Class shall be reduced to a level that, when applied as described above, would exactly reduce the Certificate Principal Balance of such Class to zero and (b) the total amount of the reduction in the amount to be allocated to the Maturing Class or Classes shall be allocated among the remaining related Eligible Classes on a pro rata basis in proportion to the respective outstanding Certificate Principal Balances thereof prior to the allocation thereto of any of the amounts described in the preceding sentence.
(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 Certificate Registrar in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and with respect to any Class of Certificates other than the Residual Certificates is the registered owner of Certificates having an initial aggregate Certificate Principal Balance that is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal Balance of such Class of Certificates, or otherwise by check mailed by first class mail to the address of such Holder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.
Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent, the Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.
(d) The rights of the Certificateholders to receive distributions in respect of the Certificates, and all interests of the Certificateholders in such distributions, shall be as set forth in this Agreement. None of the Holders of any Class of Certificates, the Depositor, the Trustee, the Trust Administrator, the Authenticating Agent, the Paying Agent, the Certificate Registrar or the Master Servicer shall in any way be responsible or liable to the Holders of any other Class of Certificates in respect of amounts properly previously distributed on the Certificates.
(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 so timely advise the Paying Agent and the Paying Agent shall, no later than five days after the latest related Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that:
(i) the Paying Agent expects that the final distribution with respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such Certificates at the office of the Certificate Registrar therein specified, 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 Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(e) shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining non-tendering Certificateholders concerning surrender of their Certificates and shall continue to hold any remaining funds for the benefit of non-tendering Certificateholders. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in such trust fund. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(e).
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SECTION 4.02 |
Statements to Certificateholders. |
On each Distribution Date, the Trust Administrator shall prepare and make available to the Paying Agent, and the Paying Agent shall make available on its website to each Holder of the Regular Certificates, a statement as to the distributions made on such Distribution Date setting forth:
(i) the amount of the distribution made on such Distribution Date to the Holders of Certificates of each such Class allocable to principal;
(ii) the amount of the distribution made on such Distribution Date to the Holders of Certificates of each such Class allocable to interest;
(iii) with respect to each Collateral Pool, the aggregate amount of servicing compensation received by the Master Servicer 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) with respect to each Collateral Pool, the aggregate amount of P&I Advances for such Distribution Date;
(v) with respect to each Collateral Pool, the aggregate Stated Principal Balance of the related Mortgage Loans and any related REO Properties at the close of business on such Distribution Date;
(vi) with respect to each Collateral Pool, the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the related Mortgage Loans as of the related Due Date;
(vii) with respect to each Collateral Pool, the number and aggregate unpaid principal balance of related Mortgage Loans that are (a) delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in each case, as of the last day of the preceding calendar month, (d) as to which foreclosure proceedings have been commenced and (e) with respect to which the related Mortgagor has filed for protection under applicable bankruptcy laws, with respect to whom bankruptcy proceedings are pending or with respect to whom bankruptcy protection is in force;
(viii) with respect to each Collateral Pool, for any related Mortgage Loan that became an REO Property during the preceding calendar month, the unpaid principal balance and the Stated Principal Balance of such Mortgage Loan as of the date it became an REO Property;
(ix) with respect to each Collateral Pool, the book value and the Stated Principal Balance of any related REO Property as of the close of business on the last Business Day of the calendar month preceding the Distribution Date;
(x) with respect to each Collateral Pool, the aggregate amount of Principal Prepayments made during the related Prepayment Period;
(xi) with respect to each Collateral Pool, the aggregate amount of Realized Losses incurred during the related Prepayment Period (or, in the case of Bankruptcy Losses allocable to interest, during the related Due Period), separately identifying whether such Realized Losses constituted Fraud Losses, Special Hazard Losses or Bankruptcy Losses;
(xii) with respect to each Collateral Pool, the aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the Collection Account or the Distribution Account for such Distribution Date;
(xiii) the Certificate Principal Balance of each such Class of Certificates (other than the Interest Only Certificates) and the Notional Amount of each Class of Interest Only Certificates, in each case, 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) with respect to each Collateral Pool, the aggregate amount of any Prepayment Interest Shortfalls for such Distribution Date, to the extent not covered by payments by the Master Servicer pursuant to Section 3.24;
(xvi) with respect to each Collateral Pool, the aggregate amount of Relief Act Interest Shortfalls for such Distribution Date;
(xvii) with respect to each Collateral Pool, the then-applicable Bankruptcy Amount, Fraud Loss Amount, and Special Hazard Amount;
(xviii) with respect to each Collateral Pool, for any related Mortgage Loan as to which foreclosure proceedings have been concluded, the unpaid principal balance of such Mortgage Loan as of the date of such conclusion of foreclosure proceedings;
(xix) with respect to each Collateral Pool, for related Mortgage Loans as to which a Final Liquidation has occurred, the number of Mortgage Loans, the unpaid principal balance of such Mortgage Loans as of the date of such Final Liquidation and the amount of proceeds (including Liquidation Proceeds and Insurance Proceeds) collected in respect of such Mortgage Loans; and
(xx) the Interest Distribution Amount in respect of each such Class of Certificates for such Distribution Date and the respective portions thereof, if any, remaining unpaid following the distributions made in respect of such Certificates on such Distribution Date.
In the case of information furnished pursuant to subclauses (i) through (iii) above, the amounts shall also be expressed as a dollar amount per Single Certificate of the relevant Class.
Within a reasonable period of time after the end of each calendar year, the Paying Agent shall forward to each Person (with a copy to the Trust Administrator and the Trustee) who at any time during the calendar year was a Holder of a Regular Certificate a statement containing the information set forth in subclauses (i) through (iii) above, aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder. Such obligation of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Trust Administrator and provided by the Paying Agent pursuant to any requirements of the Code as from time to time are in force.
On each Distribution Date, the Paying Agent shall make available to the Depositor, each Holder of a Residual Certificate, the Trust Administrator and the Master Servicer, a copy of the reports forwarded to the Regular Certificateholders on such Distribution Date and a statement setting forth the amounts, if any, actually distributed with respect to the Residual Certificates, respectively, on such Distribution Date.
Within a reasonable period of time after the end of each calendar year, the Paying Agent shall forward to each Person (with a copy to the Trust Administrator and the Trustee) who at any time during the calendar year was a Holder of a Residual Certificate a statement setting forth the amount, if any, actually distributed with respect to the Residual Certificates, as appropriate, aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Paying Agent shall be deemed to have
been satisfied to the extent that substantially comparable information shall be prepared by the Trust Administrator and furnished by the Paying Agent to such Holders pursuant to the rules and regulations of the Code as are in force from time to time.
Upon request, the Paying Agent shall forward to each Certificateholder, during the term of this Agreement, such periodic, special, or other reports or information, whether or not provided for herein, as shall be reasonable with respect to the Certificateholder, or otherwise with respect to the purposes of this Agreement, all such reports or information to be provided at the expense of the Certificateholder in accordance with such reasonable and explicit instructions and directions as the Certificateholder may provide. For purposes of this Section 4.02, the Paying Agent’s duties are limited to the extent that the Paying Agent receives timely reports as required from the Trust Administrator and the Master Servicer and that the Trust Administrator receives timely reports as required from the Master Servicer.
On each Distribution Date, the Trust Administrator shall provide Bloomberg Financial Markets, L.P. (“Bloomberg”) (1) CUSIP level factors for each class of Certificates as of such Distribution Date and (2) the number and aggregate unpaid principal balance of Mortgage Loans that are (a) delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in each case, as of the last day of the preceding calendar month, (d) as to which foreclosure proceedings have been commenced and (e) with respect to which the related Mortgagor has filed for protection under applicable bankruptcy laws, with respect to whom bankruptcy proceedings are pending or with respect to whom bankruptcy protection is in force, in each case using a format and media mutually acceptable to the Trust Administrator and Bloomberg.
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SECTION 4.03 |
Remittance Reports; P&I Advances. |
(a) On the second Business Day prior to the related Distribution Date, the Master Servicer shall deliver to the Trust Administrator, the Paying Agent and the Trustee by telecopy (or by such other means as the Master Servicer, the Paying Agent and the Trust Administrator and the Trustee may agree from time to time) a Remittance Report with respect to the related Distribution Date. Such Remittance Report will include (i) the amount of P&I Advances to be made by the Master Servicer in respect of the related Distribution Date, the aggregate amount of P&I Advances outstanding after giving effect to such P&I Advances, and the aggregate amount of Nonrecoverable P&I Advances in respect of such Distribution Date and (ii) such other information with respect to the Mortgage Loans as the Trust Administrator or the Paying Agent may reasonably require to perform the calculations necessary for the Paying Agent to make the distributions contemplated by Section 4.01 and for the Trust Administrator to prepare the statements to Certificateholders contemplated by Section 4.02; provided, however, that if the Master Servicer is not the Trust Administrator, the Master Servicer will forward to the successor Trust Administrator the information set forth in clause (i) above on the next Business Day following the latest related Determination Date and the information set forth in clause (ii) above on the fifth Business Day following the last day of the related calendar month. Neither the Trustee, the Paying Agent nor the Trust Administrator shall be responsible to recompute, recalculate or verify any information provided to it by the Master Servicer.
(b) The amount of P&I Advances to be made by the Master Servicer for any Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the aggregate amount of Monthly Payments (with each interest portion thereof net of the related Servicing Fee and the related Administration Fee), due on the related Due Date in respect of the Mortgage Loans, which Monthly Payments were delinquent as of the close of business on the related Determination Date and (ii) with respect to each REO Property, which REO Property was acquired during or prior to the related Prepayment Period and as to which such REO Property an REO Disposition did not occur during the related Prepayment Period, an amount equal to the Monthly Payments (with each interest portion thereof net of the related Servicing Fee and the related Administration Fee) that would have been due on the related Due Date in respect of the related Mortgage Loans.
On or before 12:00 p.m. New York time on the Master Servicer Remittance Date, the Master Servicer shall remit in immediately available funds to the Paying Agent for deposit in the Distribution Account an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO Properties for the related Distribution Date either (i) from its own funds or, if received from a Sub-Servicer, from funds remitted by a Sub-Servicer in payment of required P&I Advances or (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case, it will cause to be made an appropriate entry in the records of Collection Account that amounts held for future distribution have been, as permitted by this Section 4.03, used by the Master Servicer in discharge of any such P&I Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Master Servicer with respect to the Mortgage Loans and REO Properties. Any amounts held for future distribution and so used shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or before any future Master Servicer Remittance Date to the extent that the Available Distribution Amount for the related Distribution Date (determined without regard to P&I Advances to be made on the Master Servicer Remittance Date) shall be less than the total amount that would be distributed to the Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date if such amounts held for future distributions had not been so used to make P&I Advances. The Trust Administrator will provide notice to the Master Servicer by telecopy by the close of business on the Master Servicer Remittance Date in the event that the amount remitted by the Master Servicer to the Trust Administrator on such Master Servicer Remittance Date is less than the P&I Advances required to be made by the Master Servicer for the related Distribution Date.
(c) The obligation of the Master Servicer to make such P&I Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any Mortgage Loan or REO Property, shall continue until a Final Recovery Determination in connection therewith or the removal thereof from REMIC I pursuant to any applicable provision of this Agreement, except as otherwise provided in this Section.
(d) Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder by the Master Servicer if such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. The determination by the Master Servicer that it has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officers’ Certificate of the
Master Servicer delivered to the Depositor, the Trust Administrator, the Paying Agent and the Trustee.
(e) If the Master Servicer shall fail to make any P&I Advance on any Master Servicer Remittance Date required to be made from its own funds pursuant to this Section 4.03, then the Paying Agent, by not later than 1:00 p.m. on the related Distribution Date, shall make such P&I advance from its own funds by depositing the amount of such advance into the Distribution Account, provided such advance is deemed recoverable by the Paying Agent, and the Trust Administrator and the Paying Agent shall include the amount so advanced by the Paying Agent in the applicable Available Distribution Amounts distributed on such Distribution Date.
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SECTION 4.04 |
Allocation of Extraordinary Trust Fund Expenses and Realized Losses. |
(a) Prior to each Distribution Date, the Master 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 Fraud Losses or Special Hazard Losses; and (iii) the respective portions of such Realized Losses allocable to interest and allocable to principal. Prior to each Distribution Date, the Master Servicer shall also determine as to each Mortgage Loan: (A) the total amount of Realized Losses, if any, incurred in connection with any Deficient Valuations made during the related Prepayment Period; and (B) the total amount of Realized Losses, if any, incurred in connection with Debt Service Reductions in respect of Monthly Payments due during the related Due Period. The information described in the two preceding sentences that is to be supplied by the Master Servicer shall be evidenced by an Officers’ Certificate delivered to the Trust Administrator, the Paying Agent and the Trustee by the Master Servicer prior to the Determination Date immediately following the end of (x) in the case of Bankruptcy Losses allocable to interest, the Due Period during which any such Realized Loss was incurred, and (y) in the case of all other Realized Losses, the Prepayment Period during which any such Realized Loss was incurred.
(b) All Realized Losses on the Mortgage Loans related to each Collateral Pool (other than Excess Losses) shall be allocated by the Paying Agent on each Distribution Date in reverse sequential order to the related Subordinate Certificates, in each case until the Certificate Principal Balance thereof has been reduced to zero.
Thereafter, (i) with respect to Collateral Pool 1, upon the reduction of the Certificate Principal Balances of the related Subordinate Certificates to zero, all Realized Losses on the Mortgage Loans related to such Collateral Pool (other than Excess Losses) shall be allocated to the Class 1-A1 Certificates (if such Realized Loss is on a Group 1-1 Mortgage Loan), to the Class 1-A2 Certificates (if such Realized Loss is on a Group 1-2 Mortgage Loan), to the Class 1-A3 Certificates (if such Realized Loss is on a Group 1-3 Mortgage Loan), to the Class 1-A4 Certificates (if such Realized Loss is on a Group 1-4 Mortgage Loan); (ii) with respect to Collateral Pool 2, upon the reduction of the Certificate Principal Balances of the related Subordinate Certificates to zero, (A) all Realized Losses on the Mortgage Loans related to such Collateral Pool (other than Excess Losses) shall be allocated to the Class 2-A1A Certificates and the Class 2-A1B Certificates as described below (if the Excess Loss is on a
Group 2-1 Mortgage Loan), to the Class 2-A2A Certificates and the Class 2-A2B Certificates as described below (if the Excess Loss is on a Group 2-2 Mortgage Loan), to the Class 2-A3A Certificates and the Class 2-A3B Certificates as described below (if the Excess Loss is on a Group 2-3 Mortgage Loan), or to the Class 2-A4 Certificates (if the Excess Loss is on a Group 2-4 Mortgage Loan), or to the Class 2-A5A Certificates and the Class 2-A5B Certificates as described below (if the Excess Loss is on a Group 2-5 Mortgage Loan).
Excess Losses on the Group 1 Mortgage Loans will be allocated on any Distribution Date by allocating (i) the related Group 1 Senior Percentage of the Excess Loss to the Class 1-A1 Certificates (if such Excess Loss is on a Group 1-1 Mortgage Loan), to the Class 1-A2 Certificates (if such Excess Loss is on a Group 1-2 Mortgage Loan), to the Class 1-A3 Certificates Certificates (if such Excess Loss is on a Group 1-3 Mortgage Loan) and to the Class 1-A4 Certificates (if such Excess Loss is on a Group 1-4 Mortgage Loan) and (ii) the related Group 1 Subordinate Percentage of the Excess Loss to the Group 1 Subordinate Certificates on a pro rata basis based on their Certificate Principal Balances.
Excess Losses on the Group 2 Mortgage Loans will be allocated on any Distribution Date by allocating (i) the related Group 2 Senior Percentage of the Excess Loss to the Class 2-A1A Certificates and the Class 2-A1B Certificates as described below (if the Excess Loss is on a Group 2-1 Mortgage Loan), to the Class 2-A2A Certificates and the Class 2-A2B Certificates as described below (if the Excess Loss is on a Group 2-2 Mortgage Loan), to the Class 2-A3A Certificates and the Class 2-A3B Certificates as described below (if the Excess Loss is on a Group 2-3 Mortgage Loan), to the Class 2-A4 Certificates (if the Excess Loss is on Group 2-4 Mortgage Loan) or to the Class 2-A5A Certificates and the Class 2-A5B Certificates as described below (if the Excess Loss is on a Group 2-5 Mortgage Loan); and (ii) the related Group 2 Subordinate Percentage of the Excess Loss to the Group 2 Subordinate Certificates on a pro rata basis based on their Certificate Principal Balances.
Extraordinary Trust Fund Expenses relating to Collateral Pool 1 will be allocated on any Distribution Date as follows: first, to the Class 1-B6 Certificates; second, to the Class 1-B5 Certificates; third, to the Class 1-B4 Certificates; fourth, to the Class 1-B3 Certificates; fifth, to the Class 1-B2 Certificates; and sixth, to the Class 1-B1 Certificates, in each case until the Certificate Principal Balance of such Class has been reduced to zero. Thereafter, the Extraordinary Trust Fund Expenses relating to Collateral Pool 1 will be allocated on any Distribution Date among the Group 1 Class A Certificates on a pro rata basis based on their respective Certificate Principal Balances. Extraordinary Trust Fund Expenses relating to Collateral Pool 2 will be allocated on any Distribution Date as follows: first, to the Class 2-B6 Certificates; second, to the Class 2-B5 Certificates; third, to the Class 2-B4 Certificates; fourth, to the Class 2-B3 Certificates; fifth, to the Class 2-B2 Certificates; and sixth, to the Class 2-B1 Certificates, in each case until the Certificate Principal Balance of such Class has been reduced to zero. Thereafter, the Extraordinary Trust Fund Expenses relating to Collateral Pool 2 will be allocated on any Distribution Date among the Group 2 Class A Certificates on a pro rata basis based on their respective Certificate Principal Balances, subject to reallocation as described below.
Notwithstanding the method of allocation of Realized Losses and Extraordinary Fund Expenses above, if any overcollateralization exists when Realized Losses or Extraordinary Trust Fund Expenses are to be allocated, such Realized Losses or Extraordinary Trust Fund
Expenses will be allocated first to the overcollateralization, until the overcollateralization is reduced to zero, prior to allocating such Realized Losses or Extraordinary Trust Fund Expenses to the Certificates in accordance with the priorities set forth above.
Any allocation of a Realized Loss or Extraordinary Trust Fund Expense to the Class 2-A1A Certificates and Class 2-A1B Certificates shall be allocated first to the Class 2-A1B Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Class 2-A1-A Certificates. Any allocation of a Realized Loss or Extraordinary Trust Fund Expense to the Class 2-A2A Certificates and Class 2-A2B Certificates shall be allocated first to the Class 2-A2B Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Class 2-A2A Certificates. Any allocation of a Realized Loss or Extraordinary Trust Fund Expense to the Class 2-A3A Certificates and Class 2-A3B Certificates shall be allocated first to the Class 2-A3B Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Class 2-A3A Certificates. Any allocation of a Realized Loss or Extraordinary Trust Fund Expense to the Class 2-A5A and the Class 2-A5B Certificates shall be allocated first to the Class 2-A5B Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Class 2-A5A Certificates.
As used herein, an allocation of a Realized Loss or Extraordinary Trust Fund Expense on a “pro rata basis” among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date. All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby. Any allocation of a Realized Loss of Extraordinary Trust Fund Expense to a Certificate shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated as of the Distribution Date following the Prepayment Period in which such Realized Loss was incurred.
(c) Notwithstanding anything to the contrary herein, in no event shall the Certificate Principal Balance of a Class A Certificate be reduced more than once in respect of any particular amount both (i) allocable to such Certificate in respect of Realized Losses or Extraordinary Trust Fund Expenses pursuant to Section 4.04 and (ii) payable to the Holder of such Certificate pursuant to Section 4.01(a) as a portion of the Senior Principal Distribution Amount.
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SECTION 4.05 |
Compliance with Withholding Requirements. |
Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Paying Agent does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholders.
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SECTION 4.06 |
Commission Reporting. |
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 Trust Administrator, in its capacity as trust administrator hereunder, shall execute and file a Form 10-K, in substance conforming to industry standards, with respect to the Trust. Such Form 10-K shall include the Master Servicer Certification, the annual independent accountant’s servicing report and annual statement of compliance to be delivered by the Master Servicer pursuant to Sections 3.20 and 3.21. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and 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. The Depositor agrees to promptly furnish to the Trust Administrator and the Master 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 Master Servicer reasonably deems appropriate to prepare and file all necessary reports with the Commission. Neither the Trust Administrator nor the Master Servicer shall have any responsibility to file any items other than those specified in this Section 4.06; provided, however, the Trust Administrator and the Master 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”). Fees and expenses incurred by the Trust Administrator or the Master Servicer in connection with this Section 4.06 shall not be reimbursable from the Trust Fund.
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SECTION 4.07 |
Distributions and Allocations of Realized Losses on the REMIC Regular Interests. |
With respect to the Group 1 Mortgage Loans:
REMIC I-A
(a) Interest shall be payable to the REMIC I-A Regular Interests at the REMIC I-A Remittance Rate for each such REMIC I-A Regular Interest on the related Uncertificated Balance.
(b) Distributions of principal shall be deemed to be made from amounts received on the Group 2 Mortgage Loans to the REMIC I-A Regular Interests, first, so as to keep the Uncertificated Balance of each REMIC I-A Regular Interest ending with the designation “B” equal to 1.00% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I-A Regular Interest ending with the designation “A,” so that the Uncertificated Balance of each such REMIC I-A Regular Interest is equal to
1.00% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the Certificate Principal Balance of the related Senior Certificates (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-A Regular Interests such that the REMIC I-A Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I-A Regular Interest LT-ZZZ.
(c) On each Distribution Date, 100% of the amount paid in respect of Prepayment Charges on the Group 1 Mortgage Loans shall be paid to REMIC I-A Regular Interest LT-P and on the Distribution Date immediately following the expiration of the latest Prepayment Charge on a Group 1 Mortgage Loan, as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, $100 shall be distributed to REMIC I-A Regular Interest LT-P pursuant to this clause.
(d) Realized Losses on the Group 1 Mortgage Loans 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-A Regular Interest ending with the designation “B” equal to 1.00% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I-A Regular Interest ending with the designation “A,” so that the Uncertificated Principal Balance of each such REMIC I-A Regular Interest is equal to 1.00% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the Certificate Principal Balance of the related Senior Certificates (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC II-A Regular Interests such that the REMIC I-A Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses on the Mortgage Loans shall be allocated to REMIC I-A Regular Interest LT-ZZZ. Interest shall be payable to the REMIC II-A Regular Interests at the REMIC I-A Remittance Rate for each such REMIC I-A Regular Interest on the related Uncertificated Balance.
REMIC I-B
(a) Interest shall be payable to the REMIC I-B Regular Interests at the REMIC I-B Remittance Rate for each such REMIC I-B Regular Interest on the related Uncertificated Balance.
(b) Distributions of principal shall be deemed to be made to the REMIC I-B Regular Interests in the same manner and priority as such distributions are made to the Corresponding Certificates.
(c) On each Distribution Date, 100% of the amount paid in respect of Prepayment Charges on the Group 1 Mortgage Loans shall be paid to REMIC I-B Regular Interest LT-P and on the Distribution Date immediately following the expiration of the latest Prepayment Charge on a Group 1 Mortgage Loan, as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, $100 shall be distributed to REMIC I-B Regular Interest LT-P pursuant to this clause.
(d) Realized Losses on the Group 1 Mortgage Loans shall be applied to the REMIC I-B Regular Interests in the same manner and priority as such Realized Losses are applied to the Corresponding Certificates.
With respect to the Group 2 Mortgage Loans:
REMIC II-A
(a) Interest shall be payable to the REMIC II-A Regular Interests at the REMIC II-A Remittance Rate for each such REMIC II-A Regular Interest on the related Uncertificated Balance.
(b) Distributions of principal shall be deemed to be made from amounts received on the Group 2 Mortgage Loans to the REMIC II-A Regular Interests, first, so as to keep the Uncertificated Balance of each REMIC II-A Regular Interest ending with the designation “B” equal to 1.00% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II-A Regular Interest ending with the designation “A,” so that the Uncertificated Balance of each such REMIC II-A Regular Interest is equal to 1.00% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the Certificate Principal Balance of the related Senior Certificates (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II-A Regular Interests such that the REMIC II-A Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC II-A Regular Interest LT-ZZZ.
(c) On each Distribution Date, 100% of the amount paid in respect of Prepayment Charges on the Group 2 Mortgage Loans shall be paid to REMIC II-A Regular Interest LT-P and on the Distribution Date immediately following the expiration of the latest Prepayment Charge on a Group 2 Mortgage Loan, as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, $100 shall be distributed to REMIC II-A Regular Interest LT-P pursuant to this clause.
(d) Realized Losses on the Group 2 Mortgage Loans shall be applied after all distributions have been made on each Distribution Date first, so as to keep the Uncertificated Balance of each REMIC II-A Regular Interest ending with the designation “B” equal to 1.00% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II-A Regular Interest ending with the designation “A,” so that the Uncertificated Principal Balance of each such REMIC II-A Regular Interest is equal to 1.00% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the Certificate Principal Balance of the related Senior Certificates (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC II-A Regular Interests such that the REMIC II-A Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses on the Mortgage Loans shall be allocated to REMIC II-A Regular Interest LT-ZZZ. Interest shall be payable to the REMIC II-A Regular Interests at the REMIC II-A Remittance Rate for each such REMIC II-A Regular Interest on the related Uncertificated Balance.
ARTICLE V
THE CERTIFICATES
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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-31. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class.
Upon original issue, the Certificates shall be executed by the Paying Agent and delivered by the Authenticating Agent to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Paying Agent by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Paying Agent shall bind the Paying Agent, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution, authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Authenticating Agent by manual signature, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.
(b) The Book-Entry Certificates shall initially be issued as one or more Certificates held by Book-Entry Custodian or, if appointed to hold such Certificates as provided below, the Depository and registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Certificate Registrar except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book- Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. The Paying Agent is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book-Entry Custodian may, and
if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Master Servicer and the Trust Administrator and any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depository. If the Paying Agent resigns or is removed in accordance with the terms hereof, the successor Paying Agent or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Certificates held as Book-Entry Certificates by the Book-Entry Custodian.
The Trustee, the Trust Administrator, the Master Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Depositor may for all purposes (including the making of payments due on the Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date.
If (i)(A) the Depositor advises the Trust Administrator, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository, and (B) the Depositor is unable to locate a qualified successor or (ii) after the occurrence of a Master Servicer Event of Default, Certificate Owners representing in the aggregate not less than 51% of the Ownership Interests of the Book-Entry Certificates advise the Trust Administrator, the Paying Agent and the Certificate Registrar through the Depository, in writing, that the continuation of a book-entry system through the Depository is no longer in the best interests of the Certificate Owners, the Certificate Registrar shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book- Entry Certificates by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Paying Agent shall issue the Definitive Certificates. Such Definitive Certificates will be issued in minimum denominations of $100,000, except that any beneficial ownership that was represented by a Book-Entry Certificate in an amount less than $100,000 immediately prior to the issuance of a Definitive Certificate shall be issued in a minimum denomination equal to the amount represented by such Book-Entry Certificate. None of the Depositor, the Master Servicer, the Trust Administrator, the Authenticating Agent, the Paying Agent, the Certificate Registrar nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations
imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Certificate Registrar and the Paying Agent, to the extent applicable with respect to such Definitive Certificates, and the Certificate Registrar and the Paying Agent shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
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SECTION 5.02 |
Registration of Transfer and Exchange of Certificates. |
(a) The Certificate Registrar shall cause to be kept at one of the offices or agencies to be appointed by the Trust Administrator in accordance with the provisions of Section 8.12 a Certificate Register for the Certificates in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.
(b) No transfer of any Private Certificate or Ownership Interest therein shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of a Private Certificate is to be made without registration or qualification (other than in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor), the Certificate Registrar shall require, receipt of written certifications from the Certificateholder desiring to effect the transfer and from such Certificateholder’s prospective transferee, substantially in the forms attached hereto as Exhibit F-1, or in the case of any Definitive Certificate, an opinion of Counsel satisfactory to it that such transfer may be made without such registration (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Trust Administrator, the Certificate Registrar, the Authenticating Agent , the Paying Agent, the Master Servicer in its capacity as such or any Sub-Servicer), together with copies of the written certification(s) of the Certificateholder desiring to effect the transfer and/or such Certificateholder’s prospective transferee upon which such Opinion of Counsel is based, if any. In the event of any such transfer of any Ownership Interest in any Private Certificate that is a Book-Entry Certificate, except with respect to the initial transfer of any such Certificate by the Depositor, such transfer shall be required to be made in reliance upon Rule 144A under the 1933 Act, and the transferor will be deemed to have made each of the representations and warranties set forth on Exhibit F-1 hereto in respect of such interest as if it was evidenced by a Definitive Certificate and the transferee will be deemed to have made each of the representations and warranties set forth on Exhibit F-1 hereto in respect of such interest as if it was evidenced by a Definitive Certificate. None of the Depositor or the Trustee is obligated to register or qualify any such Certificates under the 1933 Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect the transfer of any such Certificate or Ownership Interest therein shall, and does hereby agree to, indemnify the Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent, the Master Servicer and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
(c) (i) No transfer of a Residual Certificate or any interest therein shall be made to any Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring such Certificates with “Plan Assets” of a Plan within the meaning of the DOL Regulations (“Plan Assets”) as certified by such transferee in the form of Exhibit G, unless the Certificate Registrar is provided with an Opinion of Counsel on which the Certificate Registrar, the Depositor, the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent and the Master Servicer may rely, to the effect that the purchase and holding of such Certificates will be permissible under applicable law, ERISA and the Code, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Trust Fund. In lieu of such Opinion of Counsel, any prospective Transferee of such Certificates may provide a certification in the form of Exhibit G to this Agreement (or other form acceptable to the Depositor, the Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer), which the Certificate Registrar may rely upon without further inquiry or investigation. Neither a certification nor an Opinion of Counsel will be required in connection with the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall have deemed to have represented that such Affiliate is not a Plan or a Person investing Plan Assets) and the Certificate Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Certificate Registrar, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor.
(ii) Each beneficial owner of a Private Certificate, Class 1-B1 Certificate, Class 1-B2 Certificate, Class 1-B3 Certificate, Class 2-B1 Certificate, Class 2-B2 Certificate or Class 2-B3 Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition and holding of such Certificate or interest therein, that either (A) it is not a Plan or investing with Plan Assets, (B) other than with respect to a Private Certificate, it has acquired and is holding such Certificate in reliance on the Underwriter’s Exemption granted by the Department of Labor on April 18, 1991 as Prohibited Transaction Exemption (“PTE”) 91-23 at 56 F.R. 15936 and amended on July 21, 1997 as PTE 97-34 at 62 F.R. 39021 and further amended on November 13, 2000 by PTE 2000-58 at 65 F.R. 67765 and on August 22, 2002 by PTE 2001-41 at 67 F.R. 54487 (“Underwriter’s Exemption”), and that it understands that there are certain conditions to the availability of the Underwriter’s Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, Xxxxx’x or S&P, or (C) (i) it is an insurance company, (ii) the source of funds used to acquire or hold the Certificate or interest therein is an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
(iii) If any Certificate or any interest therein is acquired or held in violation of the provisions of the preceding two paragraphs, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of
transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding.
(d) (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Certificate Registrar of any change or impending change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form attached hereto as Exhibit F-2, from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this transaction has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Residual Certificate and (y) not to transfer its Ownership Interest
unless it provides a transferor affidavit (a “Transferor Affidavit”), in the form attached hereto as Exhibit F-2, to the Certificate Registrar stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee.
(E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of temporary Treasury regulation Section 1.67- 3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a “pass-through interest holder.”
(ii) The Certificate Registrar will register the Transfer of any Residual Certificate only if it shall have received the Transfer Affidavit and Agreement and all of such other documents as shall have been reasonably required by the Certificate Registrar as a condition to such registration. In addition, no Transfer of a Residual Certificate shall be made unless the Certificate Registrar shall have received a representation letter from the Transferee of such Certificate to the effect that such Transferee is a Permitted Transferee.
(iii) (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d) and to the extent that the retroactive restoration of the rights of the Holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to sell such Residual Certificate to a purchaser selected by the Certificate Registrar on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver each Residual Certificate in accordance with the instructions of the Certificate Registrar. Such purchaser may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. The proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Certificate Registrar to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person
having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion.
(iv) The Trust Administrator and the Certificate Registrar shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is a Disqualified Organization, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is a Disqualified Organization. Reasonable compensation for providing such information may be accepted by the Trust Administrator and the Certificate Registrar.
(v) The provisions of this Section 5.02(d) set forth prior to this subsection (v) may be modified, added to or eliminated, provided that there shall have been delivered to the Trust Administrator and the Certificate Registrar at the expense of the party seeking to modify, add to or eliminate any such provision the following:
(A) written notification from the Rating Agencies to the effect that the modification, addition to or elimination of such provisions will not cause the Rating Agencies to downgrade its then-current ratings of any Class of Certificates; and
(B) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Trust Administrator, to the effect that such modification of, addition to or elimination of such provisions will not cause any Trust REMIC to cease to qualify as a REMIC and will not cause (x) any Trust REMIC to be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person that is not a Permitted Transferee or (y) a Person other than the prospective transferee to be subject to a REMIC-tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee.
(e) Subject to the preceding subsections, upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to Section 8.12, the Certificate Registrar shall give notice of such surrender to the Paying Agent and the Authenticating Agent. Upon receipt of such notice, the Paying Agent shall execute and the Authenticating Agent shall authenticate and deliver, in the name of the designated Transferee or Transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest.
(f) At the option of the Holder thereof, any Certificate may be exchanged for other Certificates of the same Class with authorized denominations and a like aggregate Percentage Interest, upon surrender of such Certificate to be exchanged at any office or agency of the Certificate Registrar maintained for such purpose pursuant to Section 8.12. Whenever any
Certificates are so surrendered for exchange, upon notice from the Certificate Registrar, the Paying Agent shall execute, and the Authenticating Agent shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing.
(g) No service charge to the Certificateholders shall be made for any transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be canceled and destroyed by the Certificate Registrar in accordance with its customary procedures.
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SECTION 5.03 |
Mutilated, Destroyed, Lost or Stolen Certificates. |
If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar, the Trustee and the Trust Administrator such security or indemnity as may be required by them to save each of them harmless, then, in the absence of actual knowledge by the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Paying Agent shall execute, and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like denomination and Percentage Interest. Upon the issuance of any new Certificate under this Section, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the applicable REMIC created hereunder, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
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SECTION 5.04 |
Persons Deemed Owners. |
The Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Certificate Registrar, the Authenticating Agent, the Paying Agent and any agent of any of them may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and for all other purposes whatsoever, and none of the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Certificate Registrar, the Authenticating Agent, the Paying Agent or any agent of any of them shall be affected by notice to the contrary.
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SECTION 5.05 |
Certain Available Information. |
The Paying Agent shall maintain at its Corporate Trust Office and shall make available free of charge during normal business hours for review by any Holder of a Certificate or any Person identified to the Paying Agent as a prospective transferee of a Certificate, originals or copies of the following items: (A) this Agreement and any amendments hereof entered into pursuant to Section 11.01, (B) all monthly statements required to be delivered to Certificateholders of the relevant Class pursuant to Section 4.02 since the Closing Date, and all other notices, reports, statements and written communications delivered to the Certificateholders of the relevant Class pursuant to this Agreement since the Closing Date, (C) all certifications delivered by a Responsible Officer of the Trust Administrator since the Closing Date pursuant to Section 10.01(h), (D) any and all Officers’ Certificates delivered to the Trust Administrator or the Paying Agent by the Master Servicer since the Closing Date to evidence the Master Servicer’s determination that any P&I Advance was, or if made, would be a Nonrecoverable P&I Advance and (E) any and all Officers’ Certificates delivered to the Trust Administrator or the Paying Agent by the Master Servicer since the Closing Date pursuant to Section 4.04(a). Copies and mailing of any and all of the foregoing items will be available from the Paying Agent upon request at the expense of the person requesting the same.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
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SECTION 6.01 |
Liability of the Depositor and the Master Servicer. |
The Depositor and the Master Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Depositor and the Master Servicer herein.
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SECTION 6.02 |
Merger or Consolidation of the Depositor or the Master Servicer. |
Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation. Subject to the following paragraph, the Master Servicer will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and its qualification as an approved conventional seller/servicer for Xxxxxx Mae or Xxxxxxx Mac in good standing. The Depositor and the Master Servicer each will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.
The Depositor or the Master Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac; and provided further that the Rating Agencies’ ratings of the Certificates rated thereby and in effect immediately prior to such merger or consolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies).
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SECTION 6.03 |
Limitation on Liability of the Depositor, the Master Servicer and Others. |
None of the Depositor, the Master Servicer or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or any such person against any breach of warranties, representations or covenants made herein, or against any specific liability imposed on the Master Servicer pursuant hereto, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer may rely in good faith on any document of any kind which, PRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that each of the Depositor and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights (which consent shall not be necessary in the case of litigation or other legal action by either to enforce their respective rights or defend themselves hereunder), the legal expenses and costs of such action and any liability resulting therefrom (except any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be expenses, costs and liabilities of the Trust Fund, and the Depositor (subject to the limitations set forth above) and the Master Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account.
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SECTION 6.04 |
Limitation on Resignation of the Master Servicer. |
The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of the Trustee and the Trust Administrator, which consent may not be unreasonably withheld, with written confirmation from the Rating Agencies (which confirmation shall be furnished to the Depositor, the Trustee and the Trust Administrator) that such resignation will not cause the Rating Agencies to reduce the then current rating of the Class A Certificates and provided that a qualified successor has agreed to assume the duties and obligations of the Master Servicer hereunder. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Master Servicer and delivered to the Trustee and the Trust Administrator. No resignation of the Master Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement.
Except as expressly provided herein, the Master Servicer shall not assign nor transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Servicing Fee, the Administration Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
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SECTION 6.05 |
Rights of the Depositor in Respect of the Master Servicer. |
The Master Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Depositor, the Trustee and the Trust Administrator, upon reasonable notice, during normal business hours, access to all records maintained by the Master Servicer (and any such Sub-Servicer) in respect of the Master Servicer’s rights and obligations hereunder and access to officers of the Master Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Master Servicer shall furnish to the Depositor, the Trustee and the Trust Administrator its (and any such Sub-Servicer’s) most recent financial statements of the parent company of the Master Servicer and such other information relating to the Master Servicer’s capacity to perform its obligations under this Agreement that it possesses. Notwithstanding the foregoing, in the case of the Initial Sub-Servicer, such access and information described in the preceding two sentences shall be required to be provided only to the extent provided in the Sub-Servicing Agreement. To the extent such information is not otherwise available to the public, the Depositor, the Trustee and the Trust Administrator shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer’s written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the Trustee, the Trust Administrator or the Trust Fund, and in either case, the Depositor, the Trustee or the Trust Administrator, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer under this Agreement or exercise the rights of the Master Servicer under this Agreement; provided that the Master Servicer shall not be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.
ARTICLE VII
DEFAULT
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SECTION 7.01 |
Master Servicer Events of Default. |
“Master Servicer Event of Default,” wherever used herein, means any one of the following events:
(i) any failure by the Master Servicer to remit to the Paying Agent for distribution to the Certificateholders any payment (other than a P&I Advance required to be made from its own funds on any Master Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer (with a copy to the Paying Agent ) by the Depositor, the Trust Administrator or the Trustee (in which case notice shall be provided by telecopy), or to the Master Servicer, the Depositor, the Trust Administrator, the Paying Agent and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights; or
(ii) any failure on the part of the Master Servicer duly to observe or perform in any material respect any of the covenants or agreements on the part of the Master Servicer contained in the Certificates or in this Agreement which continues unremedied for a period of 30 days after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Depositor, the Trust Administrator or the Trustee, or to the Master Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge of such failure by a Servicing Officer of the Master Servicer; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and if such proceeding is being contested by the Master Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; or
(iv) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property; or
(v) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
(vi) any failure of the Master Servicer to make, or of the Paying Agent to make on behalf of the Master Servicer, any P&I Advance on any Master Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03.
If a Master Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, then, and in each and every such case, so long as such Master Servicer Event of Default shall not have been remedied, the Depositor or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shall, by notice in writing to the Master Servicer (and to the Depositor if given by the Trustee or to the Trustee if given by the Depositor), terminate all of the rights and obligations of the Master Servicer in its capacity as a Master Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If a Master Servicer Event of Default described in clause (vi) hereof shall occur and shall not have been remedied by 1:00 p.m. on the related Distribution Date, the Paying Agent shall notify the Trustee of the same, and the Trustee shall be obligated to make such P&I Advance and, then so long as such Master Servicer Event of Default shall not have been remedied during the applicable time period set forth in clause (vi) above (including the reimbursement to the Trustee or the Paying Agent by the Master Servicer, with interest thereon at the Prime Rate, for any P&I Advance made), the Trustee shall, by notice in writing to the Master Servicer and the Depositor, terminate all of the rights and obligations of the Master Servicer in its capacity as a Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s functions under this Agreement, and to cooperate with the Trustee in effecting the termination of the Master Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within one Business Day to the Trustee for administration by it of all cash amounts which at the time shall be or should have been credited by the Master Servicer to the Collection Account held by or on behalf of the Master Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Master Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Master Servicer (provided, however, that the Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of P&I Advances or otherwise, and shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination, with respect to events occurring prior to such termination). For purposes of this Section 7.01, the Trustee shall not be
deemed to have knowledge of a Master Servicer Event of Default unless a Responsible Officer of the Trustee assigned to and working in the Trustee’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such a Master Servicer Event of Default is received by the Trustee and such notice references the Certificates, the Trust Fund or this Agreement.
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SECTION 7.02 |
Trustee to Act; Appointment of Successor. |
(a) On and after the time the Master Servicer receives a notice of termination, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement, the Master Servicer shall not have the right to withdraw any funds from the Collection Account without the consent of the Trustee and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(c) and its obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer’s obligations to make P&I Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make P&I Advances pursuant to Section 4.03; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fees and Administration Fees and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer prior to its termination or resignation). Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans, or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to the Rating Agencies and having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. No appointment of a successor to the Master Servicer under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer under this Agreement, the Trustee shall act in such capacity as hereinabove provided.
(b) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor servicer, including the Trustee, if the Trustee is acting as
successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 7.02(b).
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SECTION 7.03 |
Notification to Certificateholders. |
(a) Upon any termination of the Master Servicer pursuant to Section 7.01 above or any appointment of a successor to the Master Servicer pursuant to Section 7.02 above, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.
(b) Not later than the later of 60 days after the occurrence of any event, which constitutes or which, with notice or lapse of time or both, would constitute a Master Servicer Event of Default or five days after a Responsible Officer of the Trustee becomes aware of the occurrence of such an event, the Trustee shall transmit by mail to all Holders of Certificates notice of each such occurrence, unless such default or Master Servicer Event of Default shall have been cured or waived.
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SECTION 7.04 |
Waiver of Master Servicer Events of Default. |
Subject to Section 11.09(d), the Holders representing at least 66% of the Voting Rights evidenced by all Classes of Certificates affected by any default or Master Servicer Event of Default hereunder may waive such default or Master Servicer Event of Default; provided, however, that a default or Master Servicer Event of Default under clause (i) or (vi) of Section 7.01 may be waived only by all of the Holders of the Regular Certificates. Upon any such waiver of a default or Master Servicer Event of Default, such default or Master Servicer Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Master Servicer Event of Default or impair any right consequent thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT
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SECTION 8.01 |
Duties of Trustee, Trust Administrator and Others. |
The Trustee, prior to the occurrence of a Master Servicer Event of Default and after the curing of all Master Servicer Events of Default which may have occurred, and each of the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent enumerated in this Agreement shall not be construed as a duty.
Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent will be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders.
No provision of this Agreement shall be construed to relieve the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:
(i) With respect to the Trustee, prior to the occurrence of a Master Servicer Event of Default, and after the curing of all such Master Servicer Events of Default which may have occurred, and with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, the duties and obligations of each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, shall be determined solely by the express provisions of this Agreement, none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent and, in the absence of bad faith on the part of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, that conform to the requirements of this Agreement;
(ii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of it unless it shall be proved that it was negligent in ascertaining the pertinent facts;
(iii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the it or exercising any trust or power conferred upon it, under this Agreement; and
(iv) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default unless a Responsible Officer of the Trustee shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume there is no default.
None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, in each case not including expenses, disbursements and advances incurred or made by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s, the Trust Administrator’s the Paying Agent’s, the Certificate Registrar’s or the Authenticating Agent’s, as the case may be, performance in accordance with the provisions of this Agreement, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. With respect to the Trustee, none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer in accordance with the terms of this Agreement.
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SECTION 8.02 |
Certain Matters Affecting the Trustee, the Trust Administrator and Others. |
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(a) |
Except as otherwise provided in Section 8.01: |
(i) Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent and any director, officer, employee or agent of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, may request and conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(ii) Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent may consult with counsel of its selection and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;
(iii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be answerable for other than its negligence or willful misconduct in the performance of any such act; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Master Servicer Event of Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;
(iv) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
(v) With respect to the Trustee, prior to the occurrence of a Master Servicer Event of Default hereunder, and after the curing of all Master Servicer Events of Default which may have occurred, and with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, at all times, none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, not reasonably assured to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, by such Certificateholders, the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, may require indemnity satisfactory to it against such cost, expense, or liability from such Certificateholders as a condition to taking any such action;
(vi) Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care;
(vii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable for any loss resulting from the investment of funds held in the Collection Account at the direction of the Master Servicer pursuant to Section 3.12; and
(viii) Any request or direction of the Depositor, the Master Servicer or the Certificateholders mentioned herein shall be sufficiently evidenced in writing.
(b) All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.
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SECTION 8.03 |
Trustee, Trust Administrator and Others not Liable for Certificates or Mortgage Loans. |
The recitals contained herein and in the Certificates (other than the signatures of the Trustee, the Trust Administrator and Citibank hereto, the signature of the Paying Agent and the authentication of the Authenticating Agent on the Certificates, the acknowledgments of the Trustee and the Trust Administrator contained in Article II and the representations and warranties of the Trustee, the Trust Administrator and Citibank in Section 8.12) shall be taken as the statements of the Depositor and none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent assumes any responsibility for their correctness. None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent makes any representations or warranties as to the validity or sufficiency of this Agreement (other than as specifically set forth in Section 8.12) or of the Certificates (other than the signature of the Paying Agent and authentication of the Authenticating Agent on the Certificates) or of any Mortgage Loan or related document or of MERS or the MERS System. None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Collection Account by the Master Servicer.
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SECTION 8.04 |
Trustee, Trust Administrator and Others May Own Certificates. |
Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent in its individual capacity or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable.
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SECTION 8.05 |
Trustee’s, Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate Registrar’s and Custodians’ Fees and Expenses. |
(a) The compensation to be paid to the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent and the Certificate Registrar in respect of each of its obligations under this Agreement or of a Custodian’s obligations under the applicable Custodial Agreement will be the amounts paid by the Master Servicer from its own funds or from a portion of the compensation paid to the Master Servicer hereunder pursuant to letter agreements between the Master Servicer and the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar and such Custodian (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and no such compensation shall be paid from the assets of the Trust. Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent, a Custodian and any director, officer, employee or agent of any of them, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not
including expenses, disbursements and advances incurred or made by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or a Custodian, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s, the Trust Administrator’s the Paying Agent’s, the Certificate Registrar’s, the Authenticating Agent’s or a Custodian’s, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or a Custodian, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement (or, in the case of a Custodian, under the applicable Custodial Agreement), other than any loss, liability or expense (i) resulting from any breach of the Master Servicer’s (and in the case of the Trustee, the Trust Administrator’s or the Paying Agent’s; in the case of the Trust Administrator, the Trustee’s or the Paying Agent’s; or in the case of the Paying Agent, the Trustee’s or the Trust Administrator’s) obligations in connection with this Agreement and the Mortgage Loans, (ii) that constitutes a specific liability of the Trustee, the Trust Administrator or the Paying Agent, as applicable, pursuant to Section 10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder (or, in the case of a Custodian, under the applicable Custodial Agreement) or as a result of a breach of the Trustee’s, the Trust Administrator’s or the Paying Agent’s obligations under Article X hereof (or, in the case of a Custodian, as a result of a breach of such Custodian’s obligations under the related Custodial Agreement). Any amounts payable to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, a Custodian, or any director, officer, employee or agent of any of them in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent, a Custodian or any director, officer, employee or agent of any of them may have hereunder in its capacity as such, may be withdrawn by the Paying Agent for payment to the applicable indemnified Person from the Distribution Account at any time.
(b) The Master Servicer agrees to indemnify the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent and any Custodian from, and hold each harmless against, any loss, liability or expense resulting from a breach of the Master Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or such Custodian, as the case may be. Any payment hereunder made by the Master Servicer to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or such Custodian shall be from the Master Servicer’s own funds, without reimbursement from the Trust Fund therefor.
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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.
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SECTION 8.07 |
Resignation and Removal of the Trustee and the Trust Administrator. |
Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor, the Master Servicer and the Certificateholders and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or trust administrator (which may be the same Person in the event the Trust Administrator resigns or is removed) by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Trust Administrator and to the successor trustee or trust administrator, as applicable. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or Trust Administrator, as applicable, and the Master Servicer by the Depositor. If no successor trustee or trust administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trustee or trust administrator, as applicable.
If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor (or in the case of the Trust Administrator, the Trustee) may remove the Trustee or the Trust Administrator, as applicable, and appoint a successor trustee or trust administrator (which may be the same Person in the event the Trust Administrator resigns or is removed) by written instrument, in duplicate, which instrument shall be delivered to the Trustee or Trust Administrator so removed and to the successor trustee or trust administrator. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Master Servicer by the Depositor.
The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee or trust administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or the Trust Administrator, as the case may be, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor.
If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator.
Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor trustee or trust administrator, as the case may be, pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee or trust administrator as provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment of a successor, the Trustee shall be obligated to perform such obligations until a new trust administrator is appointed. Such performance shall be without prejudice to any claim by a party hereto or beneficiary hereof resulting from the Trust Administrator’s breach of its obligations hereunder. As compensation therefor, the Trustee shall be entitled to all fees the Trust Administrator would have been entitled to if it had continued to act hereunder.
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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.
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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.
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SECTION 8.10 |
Appointment of Co-Trustee or Separate Trustee. |
Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of REMIC I-A or REMIC II-A or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of REMIC I-A or REMIC II-A, and to vest in such Person or Persons, in such capacity, such title to REMIC I-A or REMIC II-A, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in case a Master Servicer Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10 all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed by the Trustee (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to REMIC I-A or REMIC II-A or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trust conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
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SECTION 8.11 |
[Intentionally omitted.] |
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SECTION 8.12 |
Appointment of Office or Agency. |
The Trust Administrator or the Paying Agent on its behalf will appoint an office or agency in the City of New York where the Certificates may be surrendered for registration of transfer or exchange, and presented for final distribution, and where notices and demands to or upon the Certificate Registrar, the Paying Agent or the Trust Administrator in respect of the Certificates and this Agreement may be served.
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SECTION 8.13 |
Representations and Warranties. |
Each of the Trustee, the Trust Administrator and Citibank hereby represents and warrants to the Master Servicer, the Depositor and the Trustee, the Trust Administrator and Citibank, as applicable, as of the Closing Date, that:
(i) It is duly organized, validly existing and in good standing under the laws of the State of New York, in the case of the Trust Administrator, and the laws of the United States, in the case of the Trustee and Citibank.
(ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.
(iii) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the
enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(v) It is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the it to perform its obligations under this Agreement or the financial condition of it.
(vi) No litigation is pending or, to the best of its knowledge, threatened against it which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or the financial condition of it.
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SECTION 8.14 |
Appointment and Removal of Paying Agent, Authenticating Agent and Certificate Registrar. |
(a) The Trust Administrator hereby appoints Citibank as Paying Agent and Citibank hereby accepts such appointment. The Paying Agent shall hold all amounts deposited with it by the Trust Administrator or the Master Servicer for payment on the Certificates in trust for the benefit of the Certificateholders until the amounts are paid to the Certificateholders or otherwise disposed of in accordance with this Agreement.
Any corporation or national banking association into which the Paying Agent may be merged in or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which such Paying Agent shall be a party, or any corporation or national banking association succeeding to the corporate agency or corporate trust business of the Paying Agent, shall continue to be the Paying Agent, provided such corporation or national banking association shall be otherwise eligible under this section 8.14(a), without the execution or filing of any paper or any further act on the part of the Trustee, the Trust Administrator or the Paying Agent.
The Paying Agent may resign at any time by giving written notice thereof to the Trustee and the Trust Administrator. The Trust Administrator may at any time terminate the Paying Agent by giving written notice thereof to the Paying Agent and to the Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Paying Agent shall cease to be eligible in accordance with the provisions of this section 8.14(a), the Trust Administrator shall appoint a successor and shall mail written notice of such appointment by first-class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register and to the Rating Agencies. Following the termination or resignation of the Paying Agent and prior to the appointment of a successor Paying Agent, the Trust Administrator shall act as Paying Agent hereunder. Any successor Paying Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
the Paying Agent herein. No successor Paying Agent shall be appointed unless eligible under the provisions of this section 8.14(a).
The Paying Agent and any successor Paying Agent (i) may not be an Originator, the Master Servicer, a subservicer, the Depositor or an affiliate of the Depositor unless the Paying Agent is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must at all times be rated at least “A1” by S&P if S&P is a Rating Agency and at least “A/F1” by Fitch if Fitch is a rating agency and the equivalent rating by Moody’s, if Xxxxx’x is a Rating Agency.
The Trust Administrator shall pay to the Paying Agent from its own funds reasonable compensation for its services hereunder, and such expense of the Trust Administrator shall not be payable from the Trust Fund and shall not be recoverable by the Trust Administrator from the assets of the Trust Fund pursuant to section 8.05 or any other provision of this Agreement.
(b) The Trust Administrator hereby appoints Citibank as Authenticating Agent and Citibank hereby accepts such appointment. The Authenticating Agent shall be authorized to authenticate the Certificates, and Certificates so authenticated shall be entitled to the benefit of this Agreement.
The Authenticating Agent shall at all times remain a corporation or national banking association organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such laws to conduct a trust business and subject to supervision or examination by federal or state authority. If the Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this section 8.14(b), the combined capital and surplus of the Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this section 8.14(b), such Authenticating Agent shall resign immediately in the manner and with the effect specified in this section 8.14(b).
Any corporation or national banking association into which the Authenticating Agent may be merged in or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate agency or corporate trust business of the Authenticating Agent, shall continue to be the Authenticating Agent, provided such corporation or national banking association shall be otherwise eligible under this section 8.14(b), without the execution or filing of any paper or any further act on the part of the Trustee, the Trust Administrator or the Authenticating Agent.
The Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Trust Administrator. The Trust Administrator may at any time terminate the Authenticating Agent by giving written notice thereof to the Authenticating Agent and to the
Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this section 8.14(b), the Trust Administrator shall appoint a successor and shall mail written notice of such appointment by first-class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register. Following the termination or resignation of the Authenticating Agent and prior to the appointment of a successor Authenticating Agent, the Trust Administrator shall act as Authenticating Agent hereunder. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as the Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this section 8.14(b).
The Trust Administrator shall pay to the Authenticating Agent from its own funds reasonable compensation for its services hereunder, and such expense of the Trust Administrator shall not be payable from the Trust Fund and shall not be recoverable by the Trust Administrator from the assets of the Trust Fund pursuant to section 8.05 or any other provision of this Agreement.
(c) The Trust Administrator hereby appoints Citibank as Certificate Registrar and Citibank hereby accepts such appointment.
Any corporation or national banking association into which the Certificate Registrar may be merged in or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which such Certificate Registrar shall be a party, or any corporation or national banking association succeeding to the corporate agency or corporate trust business of the Certificate Registrar, shall continue to be the Certificate Registrar, provided such corporation or national banking association shall be otherwise eligible under this section 8.14(c), without the execution or filing of any paper or any further act on the part of the Trustee, the Trust Administrator or the Certificate Registrar.
The Certificate Registrar may resign at any time by giving written notice thereof to the Trustee and the Trust Administrator. The Trust Administrator may at any time terminate the Certificate Registrar by giving written notice thereof to the Certificate Registrar and to the Trustee.
Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Certificate Registrar shall cease to be eligible in accordance with the provisions of this section 8.14(c), the Trust Administrator shall appoint a successor and shall mail written notice of such appointment by first-class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register. Following the termination or resignation of the Certificate Registrar and prior to the appointment of a successor Certificate Registrar, the Trust Administrator shall act as Certificate Registrar hereunder. Any successor Certificate Registrar upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as the Certificate Registrar herein. No successor Certificate Registrar shall be appointed unless eligible under the provisions of this section 8.14(c).
The Trust Administrator shall pay to the Certificate Registrar from its own funds reasonable compensation for its services hereunder, and such expense of the Trust Administrator shall not be payable from the Trust Fund and shall not be recoverable by the Trust Administrator from the assets of the Trust Fund pursuant to section 8.05 or any other provision of this Agreement.
(d) Notwithstanding anything to the contrary herein, in no event shall the Trustee be liable to any party hereto or to any third party for the performance of any custody-related functions with respect to which the applicable Custodian shall fail to take action on behalf of the Trustee or, with respect to which the performance of custody-related functions pursuant to the terms of the custodial agreement with the applicable Custodian shall fail to satisfy all the related requirements under this Agreement.
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SECTION 8.15 |
No Trustee Liability for Actions or Inactions of Custodians. |
Notwithstanding anything to the contrary herein, in no event shall the Trustee be liable to any party hereto or to any third party for the performance of any custody-related functions with respect to which the applicable Custodian shall fail to take action on behalf of the Trustee or, with respect to which the performance of custody-related functions pursuant to the terms of the custodial agreement with the applicable Custodian shall fail to satisfy all the related requirements under this Agreement.
ARTICLE IX
TERMINATION
SECTION 9.01 |
Termination Upon Repurchase or Liquidation of the Mortgage Loans. |
SECTION 9.01 |
Termination Upon Repurchase or Liquidation of the Mortgage Loans. |
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans included in REMIC I-A, plus the appraised value of each related REO Property, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Holders of the Group 1 Certificates pursuant to Section 9.01 (e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable
discretion (as determined by the Master Servicer, with the consent of the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Holders of the Group 2 Certificates pursuant to Section 9.01 (e)).
(c) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(d) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans or the Group 2I Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in
which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(e) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01.
Imediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof.
SECTION 9.02 |
Additional Termination Requirements. |
(a) In the event that the related Terminator purchases all the Group 1 Mortgage Loans and each related REO Property or all the Group 2 Mortgage Loans and each related REO Property, REMIC I-A, REMIC I-B and REMIC I-C (in the case of a purchase of all the Group 1 Mortgage Loans and each related REO Property) or REMIC II-A and REMIC II-B (in the case of a purchase of all the Group 2 Mortgage Loans and each related REO Property) shall be terminated, in each case in accordance with the following additional requirements (or in
connection with the final payment on or other liquidation of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A or the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A, the additional requirement specified in clause (i) below):
(i) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each related REMIC’s, as applicable, final Tax Return pursuant to Treasury regulation Section 1.860F-1, and such termination shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer;
(ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trust Administrator on behalf of the Trustee shall sell all of the assets of REMIC I-A or REMIC II-A, as applicable, to the related Terminator for cash; and
(iii) At the time of the making of the final payment on the related Certificates, the Paying Agent shall distribute or credit, or cause to be distributed or credited, to the Holders of the Class 1-R Certificates all cash on hand in REMIC I-A and to the Holders of the Class 2-R Certificates all cash on hand in REMIC II-A (in each case other than cash retained to meet claims), and either REMIC I-A or REMIC II-A, as applicable, shall terminate at that time.
(b) At the expense of the related Terminator (or in the event of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC, as applicable, pursuant to this Section 9.02.
(c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for REMIC I-A, REMIC I-B and REMIC I-C or REMIC II-A and REMIC II-B, as applicable, which authorization shall be binding upon all successor Certificateholders.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 |
REMIC Administration. |
(a) The Trustee shall elect to treat each REMIC created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made by the Trust Administrator on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I-A, the REMIC I-A Regular Interests shall be designated as the Regular Interests in REMIC I-A and the Class R-IA Interest shall be designated as the Residual Interests in REMIC I-A. For the purposes of the REMIC election in respect of REMIC I-B, the REMIC I-B Regular Interests shall be designated as the Regular Interests in REMIC I-B and the Class R-IB Interest shall be designated as the Residual Interest in REMIC I-B. For the purposes of the REMIC election in respect of REMIC I-C, the Group 1 Certificates (other than the Class 1-R Certificates) shall be designated as the Regular Interests in REMIC I-C and the Class R-IC Interest shall be designated as the Residual Interest in REMIC I-C. Neither the Trustee nor the Trust Administrator shall permit the creation of any “interests” in REMIC I-A, REMIC I-B or REMIC I-C (within the meaning of Section 860G of the Code) other than the REMIC I-A Regular Interests, the REMIC I-B Regular Interests and the Group 1 Certificates. For the purposes of the REMIC election in respect of REMIC II-A, the REMIC II-A Regular Interests shall be designated as the Regular Interests in REMIC II-A and the Class R-IIA Interest shall be designated as the Residual Interests in REMIC II-A. For the purposes of the REMIC election in respect of REMIC II-B, the Group 2 Certificates (other than the Class 2-R Certificates) shall be designated as the Regular Interests in REMIC II-B and the Class R-IID Interest shall be designated as the Residual Interest in REMIC II-B. Neither the Trustee nor the Trust Administrator shall permit the creation of any “interests” in REMIC II-A or REMIC II-B (within the meaning of Section 860G of the Code) other than the REMIC II-A Regular Interests and the Group 2 Certificates. The Trustee shall elect to treat each REMIC created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made by the Trust Administrator on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued.
(b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code.
(c) The Trust Administrator shall pay any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC that involve the Internal Revenue Service or state tax authorities), and shall be entitled to reimbursement from the Trust therefor to the extent permitted under Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax matters person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any Trust REMIC and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental
taxing authority with respect thereto. The Holder of the largest Percentage Interest of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the REMIC created hereunder. By its acceptance thereof, the Holder of the largest Percentage Interest of the Residual Certificates hereby agrees to irrevocably appoint the Trust Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund.
(d) The Trust Administrator shall prepare and the Trustee at the direction of the Trust Administrator shall sign and the Trust Administrator shall file all of the Tax Returns in respect of the REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trust Administrator without any right of reimbursement therefor. The Master Servicer shall provide on a timely basis to the Trust Administrator or its designee such information with respect to the assets of the Trust Fund as is in its possession and reasonably required by the Trust Administrator to enable it to perform its obligations under this Article.
(e) The Trust Administrator shall perform on behalf of any Trust REMIC all reporting and other tax compliance duties that are the responsibility of the REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority including the filing of Form 8811 with the Internal Revenue Service within 30 days following the Closing Date. Among its other duties, as required by the Code, the REMIC Provisions or other such compliance guidance, the Trust Administrator shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of any Trust REMIC. The Master Servicer shall provide on a timely basis to the Trust Administrator such information with respect to the assets of the Trust Fund, including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Trust Administrator to enable it to perform its obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Trust Administrator, within ten (10) days after the Closing Date, all information or data that the Trust Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment Assumption and projected cash flow of the Certificates.
(f) The Master Servicer, the Trustee and the Trust Administrator shall take such action and shall cause any Trust REMIC to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event,
an “Adverse REMIC Event”) unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee and the Trust Administrator (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any Trust REMIC, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to any Trust REMIC or its assets, or causing any Trust REMIC to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer will consult with the Trustee and the Trust Administrator or their designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any Trust REMIC, and the Master Servicer shall not take any such action or cause any Trust REMIC to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator. At all times as may be required by the Code, the Trust Administrator, the Trustee or the Master Servicer will ensure that substantially all of the assets of any Trust REMIC will consist of “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on “prohibited transactions” of the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on any contributions to the REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article X, (ii) to the Trustee pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article X, (iii) to the Master Servicer pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Article X, (iv) to the Paying Agent pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Paying Agent of any of its obligations under this Article X, or otherwise (v) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom.
(h) |
[Reserved]. |
(i) The Trust Administrator shall, for federal income tax purposes, maintain books and records with respect to any Trust REMIC on a calendar year and on an accrual basis.
(j) Following the Startup Day, the Master Servicer, the Trustee and the Trust Administrator shall not accept any contributions of assets to any Trust REMIC other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section
2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject the REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.
(k) None of the Trustee, the Trust Administrator or the Master Servicer shall enter into any arrangement by which any Trust REMIC will receive a fee or other compensation for services nor permit either such REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.
SECTION 10.02 |
Prohibited Transactions and Activities. |
None of the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any Trust REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any Trust REMIC after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee and the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.
SECTION 10.03 |
Master Servicer and Trust Administrator Indemnification. |
(a) The Trust Administrator agrees to indemnify the Trust Fund, the Depositor, the Master Servicer and the Trustee for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee as a result of a breach of the Trust Administrator’s covenants set forth in this Article X.
(b) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Trust Administrator and the Trustee for any taxes and costs including, without limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor, the Trust Administrator or the Trustee, as a result of a breach of the Master Servicer’s covenants set forth in Article III or this Article X.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 |
Amendment. |
This Agreement may be amended from time to time by the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator without the consent of any of the Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct, modify or supplement any provisions herein (including to give effect to the expectations of Certificateholders) or (iii) to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel delivered to the Trustee and the Trust Administrator, adversely affect in any material respect the interests of any Certificateholder. 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 shall be required to address the effect of any such amendment on any such consenting Certificateholder.
This Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Holders of any Class of Certificates in a manner, other than as described in (i), without the consent of the Holders of Certificates of such Class evidencing at least 66% of the Voting Rights allocated to such Class, or (iii) modify the consents required by the immediately preceding clauses (i) and (ii) without the consent of the Holders of all Certificates then outstanding. Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 11.01, Certificates registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be entitled to Voting Rights with respect to matters affecting such Certificates.
Notwithstanding any contrary provision of this Agreement, the Trust Administrator shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel to the effect that such amendment will not result in the imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.
Prior to executing any amendment pursuant to this Section, the Trust Administrator shall be entitled to receive an Opinion of Counsel (provided by the Person requesting such amendment) to the effect that such amendment is authorized or permitted by this Agreement.
Promptly after the execution of any such amendment the Trust Administrator shall furnish a copy of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trust Administrator may prescribe.
The cost of any Opinion of Counsel to be delivered pursuant to this Section 11.01 shall be borne by the Person seeking the related amendment, but in no event shall such Opinion of Counsel be an expense of the Trustee or the Trust Administrator.
Notwithstanding the foregoing, each of the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and Trust Administrator may, but shall not be obligated to enter into any amendment pursuant to this Section that affects its rights, duties and immunities under this Agreement or otherwise.
SECTION 11.02 |
Recordation of Agreement; Counterparts. |
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer at the expense of the Certificateholders, but only upon direction of Certificateholders accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
SECTION 11.03 |
Limitation on Rights of Certificateholders. |
The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and (ii) the Holders of Certificates entitled to at least 25% of the Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 15 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.
SECTION 11.04 |
Governing Law. |
This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
SECTION 11.05 |
Notices. |
All directions, demands and notices hereunder shall be sent (i) via facsimile (with confirmation of receipt) or (ii) in writing and shall be deemed to have been duly given when received if personally delivered at or mailed by first class mail, postage prepaid, or by express delivery service or delivered in any other manner specified herein, to (a) in the case of the Depositor, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group (telecopy number (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Master Servicer, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trustee in writing by the Depositor, (b) in the case of the Master Servicer, Master Servicing Division, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: Compliance Manager (telecopy number 972-770-3705) (with a copy to, 0000 Xxxxxxxxxx Xxxxx, X’Xxxxxx, XX 00000, Attention: Chief Legal Counsel (telecopy number 636-261-6518)) or such other address or telecopy number as may hereafter be furnished to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Depositor in writing by the Master Servicer, (c) in the case of the Trust Administrator, 1000 Technology Drive, M.S. 337, O’Xxxxxx, Xxxxxxxx 00000, Attention: Mortgage Finance (telecopy number (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Depositor in writing by the Master Servicer (d) in the case of the Paying Agent, the Authenticating Agent and the Certificate Registrar, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Citibank
Agency & Trust, CMLTI 2005-1, (telephone number (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Master Servicer, the Depositor, the Trust Administrator and the Trustee in writing by the Paying Agent, the Certificate Registrar or the Authenticating Agent and (e) in the case of the Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services (telecopy number (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Master Servicer, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Depositor in writing by the Trustee. Any notice required or permitted to be given to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given when mailed, whether or not the Certificateholder receives such notice. A copy of any notice required to be telecopied hereunder also shall be mailed to the appropriate party in the manner set forth above.
SECTION 11.06 |
Severability of Provisions. |
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.07 |
Notice to Rating Agencies. |
The Trust Administrator shall use its best efforts promptly to provide notice to the Rating Agencies, and each of the Master Servicer and the Paying Agent shall use its best efforts promptly to provide notice to the Trust Administrator, with respect to each of the following of which the Trust Administrator, the Master Servicer or the Paying Agent, as applicable, has actual knowledge:
1. |
Any material change or amendment to this Agreement; |
2. The occurrence of any Master Servicer Event of Default that has not been cured or waived;
3. The resignation or termination of the Master Servicer, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or the Trustee;
4. The repurchase or substitution of Mortgage Loans pursuant to or as contemplated by Section 2.03;
5. |
The final payment to the Holders of any Class of Certificates; |
6. Any change in the location of the Collection Account or the Distribution Account;
7. Any event that would result in the inability of the Trustee, were it to succeed as Master Servicer, to make advances regarding delinquent Mortgage Loans; and
8. The filing of any claim under the Master Servicer’s blanket bond and errors and omissions insurance policy required by Section 3.14 or the cancellation or material modification of coverage under any such instrument.
In addition, the Trust Administrator shall make available to the Rating Agencies copies of each report to Certificateholders described in Section 4.02 and the Master Servicer, 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 Standard & Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; to Xxxxx’x Investors Services, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; and to Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other addresses as the Rating Agencies may designate in writing to the parties hereto.
SECTION 11.08 |
Article and Section References. |
All article and section references used in this Agreement, unless otherwise provided, are to articles and sections in this Agreement.
SECTION 11.09 |
Grant of Security Interest. |
It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Depositor, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt or other obligation of the Depositor and (b)(1) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect from time to time in the State of New York; (2) the conveyance provided for in Section 2.01 hereof shall be deemed to be a grant by the Depositor to the Trustee of a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested in the Collection Account and the Distribution Account, whether in the form of cash, instruments, securities or other property; (3) the obligations secured by such security agreement shall be deemed to be all of the Depositor’s obligations under this Agreement, including the obligation to provide to the Certificateholders the benefits of this Agreement relating to the Mortgage Loans and the Trust Fund; and (4) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. Accordingly, the Depositor hereby grants to the Trustee a security interest in the Mortgage Loans and all other property described in clause (2) of the preceding sentence, for the purpose of securing to the Trustee the performance by the Depositor of the obligations described in clause (3) of the preceding sentence. Notwithstanding the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01 to be a true, absolute and unconditional sale of the Mortgage Loans and assets constituting the Trust Fund by the Depositor to the Trustee.
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written.
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CITIGROUP MORTGAGE LOAN TRUST INC., | |
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By: |
/s/ Xxxxxxx X. Xxxxx | |
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Name: Xxxxxxx X. Xxxxx | |
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Title: Asst. Vice President |
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CITIMORTGAGE, INC., | |
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: Xxxxx X. Xxxxxx | |
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Title: Sr. Vice President |
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CITIBANK, N.A., | |
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By: |
/s/ Xxxxxxxx XxXxxxx | |
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Name: Xxxxxxxx XxXxxxx | |
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Title: Vice President |
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U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee | |
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By: |
/s/ Xxxxx X. X'Xxxxx | |
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Name: Xxxxx X. X'Xxxxx | |
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Title: Vice President |
STATE OF NEW YORK |
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ss.: |
COUNTY OF NEW YORK |
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On the ____ day of September 2005, before me, a notary public in and for said State, personally appeared ___________________, known to me to be an ______________________ of Citigroup Mortgage Loan Trust Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
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Notary Public |
[Notarial Seal]
STATE OF_____________ |
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ss.: |
COUNTY OF___________ |
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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 CitiMortgage, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
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Notary Public |
[Notarial Seal]
STATE OF NEW YORK |
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ss.: |
COUNTY OF NEW YORK |
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On the ____ day of September 2005, before me, a notary public in and for said State, personally appeared _____________________, known to me to be an ____________________ of Citibank, N.A., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official the day and year in this certificate first above written.
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Notary Public |
[Notarial Seal]
STATE OF_____________ |
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ss.: |
COUNTY OF___________ |
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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.
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Notary Public |
[Notarial Seal]
EXHIBIT A-1
FORM OF CLASS 1-A1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
Series 2005-7 Pass-Through Rate: Variable 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 1-A1 Certificates as of the Issue Date: $44,130,000.00 Denomination: $44,130,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G A4 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.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 1-A1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-A1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-A1 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September___, 2005
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CITIBANK, N.A., not in its individual | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST
XXXXXXXX, N.A., not in its individual | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT – Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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as joint tenants with right of survivorship and not as tenants in common |
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Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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EXHIBIT A-2
FORM OF CLASS 1-A2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
Series 2005-7 Pass-Through Rate: Variable 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 1-A2 Certificates as of the Issue Date: $132,099,000.00 Denomination: $132,099,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G A5 7 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 1-A2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-A2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-A2 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September___, 2005
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CITIBANK, N.A., not in its individual | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST
XXXXXXXX, N.A., not in its individual | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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State |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
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___________, 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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the assignee named above, or |
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as its agent. |
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EXHIBIT A-3
FORM OF CLASS 1-A3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
Series 2005-7 Pass-Through Rate: Variable 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 1-A3 Certificates as of the Issue Date: $103,457,000.00 Denomination: $103,457,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G A6 5 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 1-A3 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-A3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-A3 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September___, 2005
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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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CITIGROUP MORTGAGE LOAN TRUST
XXXXXXXX, N.A., not in its individual | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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State |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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account number___________, or, if mailed by check, to |
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EXHIBIT A-4
FORM OF CLASS 1-A4 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
Series 2005-7 Pass-Through Rate: Variable 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 1-A4 Certificates as of the Issue Date: $74,921,000.00 Denomination: $74,921,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G A7 3 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 1-A4 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-A4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-A4 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September___, 2005
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CITIBANK, N.A., not in its individual | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST
XXXXXXXX, N.A., not in its individual | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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State |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
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___________, or, if mailed by check, to |
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, | |||
Applicable statements should be mailed to |
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, | |||
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This information is provided by |
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the assignee named above, or |
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as its agent. |
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EXHIBIT A-5
FORM OF CLASS 1-AIO1 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 2005-7 Pass-Through Rate: 0.25% per annum Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1
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Aggregate Notional Amount of the Class 1-AIO1 Certificates as of the Issue Date: $235,556,000.00 Denomination: $235,556,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G A8 1
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THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL VARY MONTHLY. ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY VARY FROM THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Notional Amount of the Class 1-AIO1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-AIO1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-AIO1 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-6
FORM OF CLASS 1-AIO2 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 2005-7 Pass-Through Rate: 0.50% per annum Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1
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Aggregate Notional Amount of the Class 1-AIO2 Certificates as of the Issue Date: $74,921,000.00 Denomination: $74,921,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G A9 9 |
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL VARY MONTHLY. ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY VARY FROM THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Notional Amount of the Class 1-AIO2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-AIO2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-AIO2 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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as joint tenants with right of survivorship and not as tenants in common |
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Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-7
FORM OF CLASS 1-B1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 1-B1 Certificates as of the Issue Date: $11,310,000.00 Denomination: $11,310,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G B2 3 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 1-B1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-B1 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
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___________, or, if mailed by check, to |
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This information is provided by |
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EXHIBIT A-8
FORM OF CLASS 1-B2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES AND THE CLASS 1-B1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 1-B2 Certificates as of the Issue Date: $5,942,000.00 Denomination: $5,942,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G B3 1 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 1-B2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-B2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-B2 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice
by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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as joint tenants with right of survivorship and not as tenants in common |
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Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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account number___________, or, if mailed by check, to |
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EXHIBIT A-9
FORM OF CLASS 1-B3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES, THE CLASS 1-B1 CERTIFICATES AND THE CLASS 1-B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 1-B3 Certificates as of the Issue Date: $4,409,000.00 Denomination: $4,409,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G B4 9 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 1-B3 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-B3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-B3 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice
by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
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___________, 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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the assignee named above, or |
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as its agent. |
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EXHIBIT A-10
FORM OF CLASS 1-B4 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES, THE CLASS 1-B1 CERTIFICATES, THE CLASS 1-B2 CERTIFICATES AND THE CLASS 1-B3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 1-B4 Certificates as of the Issue Date: $2,875,000.00 Denomination: $2,875,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G C8 9 |
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DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 1-B4 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-B4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-B4 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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EXHIBIT A-11
FORM OF CLASS 1-B5 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES, THE CLASS 1-B1 CERTIFICATES, THE CLASS 1-B2 CERTIFICATES, THE CLASS 1-B3 CERTIFICATES AND THE CLASS 1-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 1-B5 Certificates as of the Issue Date: $2,108,000.00 Denomination: $2,108,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G C9 7 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co.. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 1-B5 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-B5 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-B5 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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___________, 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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the assignee named above, or |
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as its agent. |
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EXHIBIT A-12
FORM OF CLASS 1-B6 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES, THE CLASS 1-B1 CERTIFICATES, THE CLASS 1-B2 CERTIFICATES, THE CLASS 1-B3 CERTIFICATES, THE CLASS 1-B4 CERTIFICATES AND THE CLASS 1-B5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 1-B6 Certificates as of the Issue Date: $2,108,408.00 Denomination: $2,108,408.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G D2 1 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 1-B6 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-B6 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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as tenants by the entireties |
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as joint tenants with right of survivorship and not as tenants in common |
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Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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
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EXHIBIT A-13
FORM OF CLASS 1-R CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
Series 2005-7 Pass-Through Rate: Variable 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 1-R Certificates as of the Issue Date: $100.00 Denomination: $100.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G B5 6 |
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in that certain beneficial ownership interest evidenced by all the Class 1-R Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-R Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Certificate Registrar (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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___________, 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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as its agent. |
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EXHIBIT A-14
FORM OF CLASS 1-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 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”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Series 2005-7 Pass-Through Rate: N/A 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 1-P Certificates as of the Issue Date: $100.37 Denomination: $100.37 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: N/A |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets Inc. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 1-P Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 1-P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
This Certificate does not have a pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 1-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 Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
No transfer of this Certificate shall be made unless the transfer is made 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 Certificate Registrar shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master 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, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September___, 2005
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CITIBANK, N.A., not in its individual | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST
XXXXXXXX, N.A., not in its individual | ||||||
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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 | |
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as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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as joint tenants with right of survivorship and not as tenants in common |
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Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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EXHIBIT A-15
CLASS 2-A1A 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 2005-7 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1
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Aggregate Certificate Principal Balance of the Class 2-A1A Certificates as of the Issue Date: $89,365,000.00 Denomination: $89,365,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G B6 4
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DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-A1A Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-A1A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-A1A Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September ___, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-16
CLASS 2-A1B 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 2005-7 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1
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Aggregate Certificate Principal Balance of the Class 2-A1B Certificates as of the Issue Date: $3,623,000.00 Denomination: $3,623,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G D6 2
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DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-A1B Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-A1B Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-A1B Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September ___, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-17
CLASS 2-A2A 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 2005-7 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1
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Aggregate Certificate Principal Balance of the Class 2-A2A Certificates as of the Issue Date: $84,848,000.00 Denomination: $84,848,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G B7 2 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-A2A Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-A2A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-A2A Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September ___, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-18
CLASS 2-A2B 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 2005-7 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1
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Aggregate Certificate Principal Balance of the Class 2-A2B Certificates as of the Issue Date: $3,440,000.00 Denomination: $3,440,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G D7 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.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-A2B Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-A2B Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-A2B Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September ___, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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|
TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-19
CLASS 2-A3A 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 2005-7 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1
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Aggregate Certificate Principal Balance of the Class 2-A3A Certificates as of the Issue Date: $186,419,000.00 Denomination: $186,419,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G B8 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.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-A3A Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-A3A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-A3A Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September ___, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-20
CLASS 2-A3B 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 2005-7 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1
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Aggregate Certificate Principal Balance of the Class 2-A3B Certificates as of the Issue Date: $7,558,000.00 Denomination: $7,558,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G D8 8 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-A3B Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-A3B Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-A3B Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September ___, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-21
CLASS 2-A4 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
Series 2005-7 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1
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Aggregate Certificate Principal Balance of the Class 2-A4 Certificates as of the Issue Date: $161,459,000.00 Denomination: $161,459,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G B9 8 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-A4 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-A4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-A4 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September ___, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-22
CLASS 2-A5A 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 2005-7 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1
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Aggregate Certificate Principal Balance of the Class 2-A5A Certificates as of the Issue Date: $213,255,000.00 Denomination: $213,255,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G C2 2 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-A5A Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-A5A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-A5A Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September ___, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-23
CLASS 2-A5B 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 2005-7 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: September 1, 2005 First Distribution Date: October 25, 2005 No. 1
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Aggregate Certificate Principal Balance of the Class 2-A5B Certificates as of the Issue Date: $8,646,000.00 Denomination: $8,646,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G D9 6 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-A5B Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-A5B Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-A5B Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September ___, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-24
FORM OF CLASS 2-B1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 2-B1 Certificates as of the Issue Date: $14,187,000.00 Denomination: $14,187,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G C3 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.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-B1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-B1 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-25
FORM OF CLASS 2-B2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES AND THE CLASS 2-B1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 2-B2 Certificates as of the Issue Date: $5,517,000.00 Denomination: $5,517,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G C5 5 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-B2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-B2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-B2 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice
by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-26
FORM OF CLASS 2-B3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES, THE CLASS 2-B1 CERTIFICATES AND THE CLASS 2-B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 2-B3 Certificates as of the Issue Date: $3,153,000.00 Denomination: $3,153,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G C6 3 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-B3 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-B3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-B3 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-27
FORM OF CLASS 2-B4 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES, THE GROUP 2-B1 CERTIFICATES, THE GROUP 2-B2 CERTIFICATES AND THE GROUP 2-B3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 2-B4 Certificates as of the Issue Date: $2,759,000.00 Denomination: $2,759,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G D3 9 |
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DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-B4 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-B4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-B4 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-28
FORM OF CLASS 2-B5 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES, THE GROUP 2-B1 CERTIFICATES, THE GROUP 2-B2 CERTIFICATES, THE GROUP 2-B3 CERTIFICATES AND THE GROUP 2-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 2-B5 Certificates as of the Issue Date: $2,365,000.00 Denomination: $2,365,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G D4 7 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-B5 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-B5 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-B5 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.
EXHIBIT A-29
FORM OF CLASS 2-B6 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES, THE GROUP 2-B1 CERTIFICATES, THE GROUP 2-B2 CERTIFICATES, THE GROUP 2-B3 CERTIFICATES, THE GROUP 2-B4 CERTIFICATES AND THE GROUP 2-B5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-7 Pass-Through Rate: Variable 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 2-B6 Certificates as of the Issue Date: $1,575,202.00 Denomination: $1,575,202.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005
CUSIP: 17307G D5 4 |
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class 2-B6 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-B6 Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | ||||||
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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By: |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under Uniform Gifts to Minors Act | |
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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Signature by or on behalf of assignor |
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Signature Guaranteed |
EXHIBIT A-30
FORM OF CLASS 2-R CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
Series 2005-7 Pass-Through Rate: Variable 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 2-R Certificates as of the Issue Date: $100.00 Denomination: $100.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: 17307G C7 1 |
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in that certain beneficial ownership interest evidenced by all the Class 2-R Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-R Certificates on such Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the
“Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Certificate Registrar (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a
broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0
XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | ||||||
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under
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as joint tenants with right of survivorship and not as tenants in common |
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Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________.
Dated:
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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 ___________________________________________________________________________
_______________________________________________________________ for the account of
_______________________________, account number ________________________________,
or, if mailed by check, to_________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to___________________________________________
_____________________________________________________________________________.
This information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent. |
EXHIBIT A-31
FORM OF CLASS 2-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 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”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Series 2005-7 Pass-Through Rate: N/A 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 2-P Certificates as of the Issue Date: $100.03 Denomination: $100.03 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: September 30, 2005 CUSIP: N/A |
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DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that 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 2-P Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class 2-P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
This Certificate does not have a pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement
Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 2-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 Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice
by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.
The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank,
N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.
No transfer of this Certificate shall be made unless the transfer is made 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 Certificate Registrar shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master 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, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.
Dated: September __, 2005
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CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent | |
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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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CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES 0000-0 | |
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XXXXXXXX, N.A., not in its individual capacity, but solely as Authenticating Agent | |
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Authorized Officer |
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT - Custodian | |
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TEN ENT - |
as tenants by the entireties |
(Cust) (Minor) under
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JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
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_________________ |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________________________________________ ____________________________________________________________________________________
____________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: _____________________________________________________________________________________
______________________________________________________________________.
Dated:
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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 ___________________________________________________________________________ _______________________________________________________________ for the account of _______________________________, account number ______________________________, or, if mailed by check, to_________________________________________________________ _____________________________________________________________________________. Applicable statements should be mailed to__________________________________________ _____________________________________________________________________________. This information is provided by ___________________________________________, the assignee named above, or ________________________________________, as its agent.
EXHIBIT B
[Reserved]
EXHIBIT C
[RESERVED]
EXHIBIT D
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT
This is a Mortgage Loan Purchase Agreement (the “Agreement”), dated September 29, 2005, between Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the “Purchaser”) and Citigroup Global Markets Realty Corp., a New York corporation (the “Seller”).
Preliminary Statement
The Seller intends to sell the Mortgage Loans (as hereinafter defined) to the Purchaser on the terms and subject to the conditions set forth in this Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage pool comprising the trust fund. The trust fund will be evidenced by a single series of mortgage pass-through certificates designated as Series 2005-7 (the “Certificates”). The Certificates will consist of thirty-one classes of certificates. The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2005 (the “Pooling and Servicing Agreement”), among the Purchaser as depositor, CitiMortgage, Inc. as master servicer (in such capacity, the “Master Servicer”) and as trust administrator (in such capacity, the “Trust Administrator”) Citibank, N.A. as paying agent, certificate registrar and authenticating agent and U.S. Bank Trust National Association as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.
The parties hereto agree as follows:
SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on or before September 30, 2005 (the “Closing Date”), certain adjustable-rate, conventional residential mortgage loans (the “Mortgage Loans”) originated by Countrywide Home Loans, Inc. (“Countrywide”), National City Mortgage Co. (“National City”), GreenPoint Mortgage Funding, Inc. (“GreenPoint”), Suntrust Mortgage, Inc. (“SunTrust”) and Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) (each, an “Originator”, and collectively, the “Originators”), having an aggregate principal balance as of the close of business on September 1, 2005 (the “Cut-off Date”) of $1,171,529,010 (the “Closing Balance”), after giving effect to all payments due on the Mortgage Loans on or before the Cut-off Date, whether or not received.
SECTION 2. Mortgage Loan Schedule. The Purchaser and the Seller have agreed upon which of the mortgage loans owned by the Seller are to be purchased by the Purchaser pursuant to this Agreement and the Seller will prepare or cause to be prepared on or prior to the Closing Date a final schedule (the “Closing Schedule”) that together shall describe such Mortgage Loans and set forth all of the Mortgage Loans to be purchased under this Agreement. The Closing Schedule will conform to the requirements set forth in this Agreement and to the definition of “Mortgage Loan Schedule” under the Pooling and Servicing Agreement. The Closing Schedule shall be used as the Mortgage Loan Schedule under the Pooling and Servicing Agreement and shall be prepared by the Seller based on information provided by the Originators.
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SECTION 3. |
Consideration. |
(a) In consideration for the Mortgage Loans to be purchased hereunder, the Purchaser shall, as described in Section 7, pay to or upon the order of the Seller in immediately available funds an amount (the “Mortgage Loan Purchase Price”) equal to the net sale proceeds of the Certificates, plus accrued interest.
(b) The Purchaser or any assignee, transferee or designee of the Purchaser shall be entitled to all scheduled payments of principal due after the Cut-off Date, all other payments of principal due and collected after the Cut-off Date, and all payments of interest on the Mortgage Loans allocable to the period after the Cut-off Date. All scheduled payments of principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Seller.
(c) Pursuant to the Pooling and Servicing Agreement, the Purchaser will assign all of its right, title and interest in and to the Mortgage Loans, together with its rights under this Agreement, to the Trustee for the benefit of the related Certificateholders.
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SECTION 4. |
Transfer of the Mortgage Loans. |
(a) Possession of Mortgage Files. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans. The contents of each Mortgage File not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser. Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the other contents of the related Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered immediately to the Purchaser or as otherwise directed by the Purchaser.
(b) Delivery of Mortgage Loan Documents. The Seller will, on or prior to the Closing Date, deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser each of the following documents for each Mortgage Loan:
(i) the original Mortgage Note, endorsed in one of the following forms: (i) in the name of the Trustee or (ii) in blank, in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee;
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the original Mortgage with evidence of recording thereon; |
(iii) an original Assignment of the Mortgage in recordable form in blank or to the Trustee;
(iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage in blank or to the Trustee as contemplated by the immediately preceding clause (iii);
(v) the original of or a copy of each related assumption, modification, consolidation or extension agreement, with evidence of recording thereon, if any;
(vi) with respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject to a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance Policy or certificate;
(vii) the original mortgagee title insurance policy or an attorney’s opinion of title where customary; and
(viii) any of the following that are in the possession of the Seller or a document custodian on its behalf: (A) the original of or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage or (B) the original of or a copy of any power of attorney, if applicable.
With respect to a maximum of approximately 5.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 4(b)(i) above cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Trust Administrator (as designee of the Purchaser) of a photocopy of such Mortgage Note, if available, with a lost note affidavit. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days.
If any of the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trust Administrator of a copy of each such document certified by the Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Trust Administrator promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original.
To the extent not already recorded, the Trust Administrator, at the expense of the Seller shall pursuant to the Pooling and Servicing Agreement promptly (and in no event later than three months following the later of the Closing Date and the date of receipt by the Trust Administrator of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Estate or the Trust Administrator, in the appropriate public
office for real property records, each Assignment delivered to it pursuant to Sections 4(b)(iii) and (iv) above. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trust Administrator, at the expense of the Seller, shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, but without limiting the requirement that such Assignments be in recordable form, neither the Trust Administrator nor the Trustee shall be required to submit or cause to be submitted for recording each Assignment delivered to it pursuant to Sections 4(b)(iii) and (iv) if such recordation shall not, as of the Closing Date, be required by the Rating Agencies, as a condition to their assignment on the Closing Date of their initial ratings to the Certificates, as evidenced by the delivery by the Rating Agencies of their ratings letters on the Closing Date.
The Seller shall deliver or cause to be delivered to the Trust Administrator promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan.
All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the Seller, the Servicer, the Purchaser or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trust Administrator. Any such original document delivered to or held by the Seller or the Purchaser that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the related Servicer.
(c) Acceptance of Mortgage Loans. The documents delivered pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any assignee, transferee or designee of the Purchaser at any time before or after the Closing Date (and with respect to each document permitted to be delivered after the Closing Date within seven days of its delivery) to ascertain that all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule.
(d) Transfer of Interest in Agreements. The Purchaser has the right to assign its interest under this Agreement, in whole or in part, to the Trustee, as may be required to effect the purposes of the Pooling and Servicing Agreement, without the consent of the Seller, and the assignee shall succeed to the rights and obligations hereunder of the Purchaser. Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee in connection with enforcing any obligations of the Seller under this Agreement will be promptly reimbursed by the Seller.
(e) Examination of Mortgage Files. Prior to the Closing Date, the Seller shall either (i) deliver in escrow to the Purchaser or to any assignee, transferee or designee of the Purchaser, for examination, the Mortgage File pertaining to each Mortgage Loan, or (ii) make such Mortgage Files available to the Purchaser or to any assignee, transferee or designee of the Purchaser for examination. Such examination may be made by the Purchaser or the Trustee, and their respective designees, upon reasonable notice to the Seller during normal business hours
before the Closing Date and within 60 days after the Closing Date. If any such person makes such examination prior to the Closing Date and identifies any Mortgage Loans that do not conform to the requirements of the Purchaser as described in this Agreement, such Mortgage Loans shall be deleted from the Closing Schedule. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser or any person has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the rights of the Purchaser or any assignee, transferee or designee of the Purchaser to demand repurchase or other relief as provided herein or under the Pooling and Servicing Agreement.
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SECTION 5. |
Representations, Warranties and Covenants of the Seller. |
The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein.
As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, between Countrywide and the Seller (the “Countrywide Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005, between GreenPoint and the Seller (the “GreenPoint Servicing Agreement”), the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of July 1, 2005, between SunTrust and the Seller (the “SunTrust Servicing Agreement”), the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, between the Seller and Xxxxx Fargo relating to the WFHM 2005-W68 Mortgage Loans and the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, between the Seller and Xxxxx Fargo relating to the WFHM 2005-W69 Mortgage Loans, (together, the “Xxxxx Servicing Agreements” and collectively with the Countrywide Servicing Agreement, the National City Servicing Agreement, the GreenPoint Servicing Agreement and the SunTrust Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.
(ii) 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.
(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.
(iv) An appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.
(v) 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 5.6b Glossary Revised, Appendix E).
(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.
(b) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or
any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.
(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.
(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.
(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.
(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct and as of the date hereof and as of the Closing Date.
(d) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).
(e) With respect to the Xxxxx Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date.
(f) With respect to the GreenPoint Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties
set forth on Exhibit D hereto are true and correct and as of the date hereof and as of the Closing Date.
(g) With respect to the SunTrust Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct and as of the date hereof and as of the Closing Date.
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SECTION 6. |
Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. |
It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other.
Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement.
At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement.
As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5.
It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser.
It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.
SECTION 7. Closing; Payment for the Mortgage Loans. The closing of the purchase and sale of the Mortgage Loans shall be held at the New York City office of Xxxxxxx Xxxxxxxx & Wood LLP at 10:00 AM New York City time on the Closing Date.
The closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the date as of which they are made and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement;
(b) The Purchaser shall have received, or the attorneys of the Purchaser shall have received in escrow (to be released from escrow at the time of closing), all Closing Documents as specified in Section 8 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered or caused to be delivered and released to the Purchaser or to its designee, all documents (including without limitation, the Mortgage Loans) required to be so delivered by the Purchaser; and
(d) All other terms and conditions of this Agreement shall have been complied with.
Subject to the foregoing conditions, the Purchaser shall deliver or cause to be delivered to the Seller on the Closing Date, against delivery and release by the Seller to the Trustee of all documents required pursuant to the Pooling and Servicing Agreement, the consideration for the Mortgage Loans as specified in Section 3 of this Agreement, by delivery to the Seller of the Mortgage Loan Purchase Price.
SECTION 8. Closing Documents. Without limiting the generality of Section 7 hereof, the closing shall be subject to delivery of each of the following documents:
(a) An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a form acceptable to the Purchaser;
(b) A Secretary’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller;
(c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser;
(d) An Officers’ Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser;
(e) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator;
(f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement;
(g) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated September 29, 2005, agrees with the records of the Seller;
(h) Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated September 29, 2005 under the subheading “The Master Servicer and the Servicers—The Servicers” agrees with the records of the Servicer; and
(i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.
SECTION 9. Costs. The Seller shall pay (or shall reimburse the Purchaser or any other Person to the extent that the Purchaser or such other Person shall pay) all necessary and reasonable costs and expenses incurred directly in delivering this Agreement, the Pooling and Servicing Agreement, the Certificates, the prospectus, prospectus supplement and private placement memorandum relating to the Certificates and other related documents, the initial fees, costs and expenses of the Trust Administrator and the Trustee set forth in an engagement letter delivered to the Seller by the Trust Administrator, the fees and expenses of the Purchaser’s counsel in connection with the preparation of all documents relating to the securitization of the Mortgage Loans, the filing fee charged by the Securities and Exchange Commission for registration of the Certificates, the fees charged by any rating agency to rate the Certificates and the ongoing expenses of the Rating Agencies. All other costs and expenses in connection with the transactions contemplated hereunder shall be borne by the party incurring such expense.
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SECTION 10. |
[Reserved]. |
SECTION 11. Mandatory Delivery; Grant of Security Interest. The sale and delivery on the Closing Date of the Mortgage Loans described on the Mortgage Loan Schedule in accordance with the terms and conditions of this Agreement is mandatory. It is specifically understood and agreed that each Mortgage Loan is unique and identifiable on the date hereof and that an award of money damages would be insufficient to compensate the Purchaser for the losses and damages incurred by the Purchaser in the event of the Seller’s failure to deliver the Mortgage Loans on or before the Closing Date. The Seller hereby grants to the Purchaser a lien on and a continuing security interest in the Seller’s interest in each Mortgage Loan and each document and instrument evidencing each such Mortgage Loan to secure the performance by the Seller of its obligation hereunder, and the Seller agrees that it holds such Mortgage Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan to the extent permitted by this Agreement and (ii) obligation to deliver or
cause to be delivered the consideration for the Mortgage Loans pursuant to Section 7 hereof. Any Mortgage Loans rejected by the Purchaser shall concurrently therewith be released from the security interest created hereby. The Seller agrees that, upon acceptance of the Mortgage Loans by the Purchaser or its designee and delivery of payment to the Seller, that its security interest in the Mortgage Loans shall be released. All rights and remedies of the Purchaser under this Agreement are distinct from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively.
Notwithstanding the foregoing, if on the Closing Date, each of the conditions set forth in Section 7 hereof shall have been satisfied and the Purchaser shall not have paid or caused to be paid the Mortgage Loan Purchase Price, or any such condition shall not have been waived or satisfied and the Purchaser determines not to pay or cause to be paid the Mortgage Loan Purchase Price, the Purchaser shall immediately effect the redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred and the security interest created by this Section 11 shall be deemed to have been released.
SECTION 12. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by telex or telegraph and confirmed by a similar mailed writing, if to the Purchaser, addressed to the Purchaser at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group, or such other address as may hereafter be furnished to the Seller in writing by the Purchaser, and if to the Seller, addressed to the Seller at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group, or such other address as may hereafter be furnished to the Purchaser in writing by the Seller.
SECTION 13. Severability of Provisions. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.
SECTION 14. Agreement of Parties. The Seller and the Purchaser each agree to execute and deliver such instruments and take such actions as either of the others may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement and the Pooling and Servicing Agreement.
SECTION 15. Survival. The Seller agrees that the representations, warranties and agreements made by it herein and in any certificate or other instrument delivered pursuant hereto shall be deemed to be relied upon by the Purchaser, notwithstanding any investigation
heretofore or hereafter made by the Purchaser or on its behalf, and that the representations, warranties and agreements made by the Seller herein or in any such certificate or other instrument shall survive the delivery of and payment for the Mortgage Loans and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement, the Pooling and Servicing Agreement or the Trust Fund.
SECTION 16. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 17. Miscellaneous. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Seller, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the Collection Account whether in the form of cash, instruments, securities or other property; (3) the possession by the Purchaser or its agent of Mortgage Notes, the related Mortgages and such other items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code; and (4) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.
SECTION 18. Indemnification. The Seller shall indemnify and hold harmless each of (i) the Purchaser, (ii) Citigroup Global Markets Inc. and (iii) each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ((i) through (iii) collectively, the “Indemnified Party”) against any and all losses, claims, expenses, damages or liabilities to which the Indemnified Party may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of, are based upon, or result from, a breach by the Seller of any of the representations and warranties made by the Seller herein, it being understood that the Purchaser has relied upon such representations and warranties.
IN WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be signed by their respective officers thereunto duly authorized as of the date first above written.
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EXHIBIT A
Representation and Warranties with Respect to the Countrywide Mortgage Loans
Except for “Mortgage Loans”, which shall mean the Countywide Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit A shall have the meanings ascribed to them in the Countrywide Servicing Agreement.
a) Mortgage Loan Schedule. The information contained in the Mortgage Loan Schedule is complete, true and correct in all material respects;
b) No Delinquencies or Advances. All payments required to be made prior to the related Cut-off Date for such Mortgage Loan under the terms of the Mortgage Note have been made; Countrywide has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; and there has been no delinquency of more than thirty (30) days in any payment by the Mortgagor thereunder during the last twelve (12) months;
c) Taxes, Assessments, Insurance Premiums and Other Charges. There are no delinquent taxes, ground rents, or insurance premiums, and Countrywide has no knowledge of any delinquent water charges, sewer rents, assessments, leasehold payments, including assessments payable in future installments or other outstanding charges affecting the related Mortgaged Property;
d) No Modifications. The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments that have been or will be recorded or registered with the MERS System, if necessary to protect the interests of the Purchaser, and that have been or will be delivered to the Purchaser, all in accordance with this Agreement. The substance of any such waiver, alteration or modification has been approved by the primary mortgage guaranty insurer, if any, and by the title insurer, to the extent required by the related policy and its terms are reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the primary mortgage insurer, if any, and the title insurer, to the extent required by the policy, and which assumption agreement is part of the Collateral File and the terms of which are reflected in the Mortgage Loan Schedule if executed prior to the Closing Date;
e) No Defenses. The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;
f) Hazard and Flood Insurance. All buildings upon the Mortgaged Property are insured by an insurer acceptable to an Agency against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, and such insurer is licensed to do business in the state where the Mortgaged Property is located. All such insurance policies contain a standard mortgagee clause naming Countrywide, its successors and assigns as mortgagee, and all premiums thereon have been paid. If, upon the origination of the Mortgage Loan, the Mortgaged Property was, or was subsequently deemed to be, in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), a flood insurance policy that meets the requirements of the current guidelines of the Federal Insurance Administration (or any successor thereto) and conforms to the requirements of an Agency is in effect. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s expense and, upon the failure of the Mortgagor to do so, the holder of the Mortgage is authorized to maintain such insurance at the Mortgagor’s expense and to seek reimbursement herefore from the Mortgagor;
g) Compliance with Applicable Law. Each Mortgage Loan, including any Prepayment Charge or penalty in connection therewith, at the time of origination complied in all material respects with applicable local, state and federal laws, and any applicable ordinances, including truth in lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending and disclosure laws applicable to the Mortgage Loan;
h) No Release of Mortgage. The Mortgage has not been satisfied, canceled, subordinated, or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission;
i) Enforceability of Mortgage Documents. The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws;
j) Valid First or Second Lien. Each related Mortgage is a valid, subsisting and enforceable First Lien (with respect to a First Lien Mortgage Loan) or Second Lien (with respect to a Second Lien Mortgage Loan) on the related Mortgaged Property, including all improvements on the Mortgaged Property. The lien of the Mortgage is subject only to:
k) the lien of current real property taxes and assessments not yet due and payable;
l) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording that are acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and that do not adversely affect the Appraised
Value (as evidenced by an appraisal referred to in such definition) of the Mortgaged Property set forth in such appraisal;
m) with respect to a Second Lien Mortgage Loan only, the lien of the first mortgage on the Mortgaged Property; and
n) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property;
o) Disbursements of Proceeds. The proceeds of the Mortgage Loan have been fully disbursed, and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds ts paid or due under the Mortgage Note or Mortgage;
p) Sole Owner. Countrywide is the sole owner and holder of the Mortgage Loan. The Mortgage Loan is not assigned or pledged, and Countrywide has good and marketable title thereto, and has full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to the terms of this Agreement;
q) Title Insurance. Each Mortgage Loan that is a First Lien Mortgage Loan and each Mortgage Loan that is a Second Lien Mortgage Loan with an original principal balance greater than $100,000, in either case, is covered by a lender’s title insurance policy acceptable to an Agency, issued by a title insurer acceptable to an Agency and qualified to do business in the jurisdiction where the related Mortgaged Property is located, insuring (subject to the exceptions contained in Section 3.02(j)(i), (ii) and (iii) above) Countrywide, its successors and assigns as to the first or second priority lien of the Mortgage, as applicable. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. With respect to any Adjustable Rate Mortgage Loan, such title insurance policy insures against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage Note providing for adjustment of the Mortgage Interest Rate and Monthly Payment. Countrywide is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including Countrywide, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy;
r) No Default. There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration, and Countrywide has not waived any default, breach, violation or event of acceleration, and with respect to any Second Lien Mortgage Loan, Countrywide has not received a written notice of default of any senior mortgage loan related to the Mortgaged Property which has not been cured;
s) No Mechanics’ Liens. There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;
t) Origination, Servicing and Collection Practices. The origination, servicing and collection practices used by Countrywide with respect to each Mortgage Note and Mortgage have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing business. With respect to escrow deposits and Escrow Payments, if any, all such payments are in the possession of, or under the control of, Countrywide and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments due Countrywide have been capitalized under any Mortgage or the related Mortgage Note. With respect to Adjustable Rate Mortgage Loans, all Mortgage Interest Rate adjustments have been made in strict compliance with state and federal law and the terms of the related Mortgage Note. Any interest required to be paid pursuant to state and local law has been properly paid and credited;
u) No Condemnation or Damage. The Mortgaged Property is free of material damage and waste and there is no proceeding pending for the total or partial condemnation thereof;
v) Customary and Enforceable Provisions. The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby including (a) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure;
w) Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage;
x) Appraisal. Unless the Mortgage Loan was underwritten pursuant to one of Countrywide’s streamline documentation programs, the Credit File contains an appraisal of the related Mortgaged Property signed prior to the approval of the Mortgage Loan application by an appraiser who meets the minimum requisite qualifications of an Agency for appraisers, duly appointed by the originator, that had no interest, direct or indirect in the Mortgaged Property, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan; the appraisal is in a form acceptable to an Agency, with such riders as are acceptable to such Agency. All improvements which were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. Each appraisal of the Mortgage Loan was
made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;
y) Trustee for Deed of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;
z) Private Mortgage Insurance, FHA Insurance and VA Guarantees. Each Mortgage Loan, except a Second Lien Mortgage Loan or a Mortgage Loan underwritten in accordance with sub-prime credit underwriting guidelines (as any such Mortgage Loans may be identified in the Mortgage Loan Schedule), with an LTV at origination in excess of eighty percent (80%) is and will be subject to a PMI Policy, which insures that portion of the Mortgage Loan over seventy-five percent (75%) of the Appraised Value of the related Mortgaged Property. All provisions of such PMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. Any Mortgage subject to any such PMI Policy obligates the Mortgagor thereunder to maintain such insurance and to pay all premiums and charges in connection therewith or, in the case of a lender paid mortgage insurance policy, the premiums and charges are included in the Mortgage Interest Rate for the Mortgage Loan. Each Government Mortgage Loan either has, or will have in due course, a valid and enforceable MIC or LGC, as applicable and, in each case, all premiums due thereunder have been paid;
aa) Lawfully Occupied. At origination, to the best of Countrywide’s knowledge as of the Closing Date, the Mortgaged Property is lawfully occupied under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same including certificates of occupancy, have been made or obtained from the appropriate authorities;
bb) Assignment of Mortgage. Except for the absence of recording information, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located. The original Mortgage was or is being recorded and, unless the Mortgage Loan is subject to the MERS System, all subsequent assignments of the original Mortgage (other than the assignment to Purchaser) have been recorded in the appropriate jurisdiction wherein such recordation is necessary to perfect the lien thereof against creditors of Countrywide, or is in the process of being recorded;
cc) Consolidation of Future Advances. Any future advances made to the Mortgagor prior to the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;
dd) Form of Mortgage Note and Mortgage. The Mortgage Note and Mortgage are on forms acceptable to an Agency;
ee) Section 32 Loans. No Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan, “high risk” mortgage loan; “covered” mortgage loan or “predatory” mortgage loan or a similarly classified mortgage 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, no matter how defined, under any federal, state or local law or ordinance, including, without limitation, Section 6-L of the New York Banking Law or (c) subject to any comparable federal, state or local statutes or regulations, including, without limitation, the provisions of the Georgia Fair Lending Act or any other statute or regulation providing assignee liability to holders of such mortgage loans;
ff) Originator Supervision. The Mortgage Loan was originated by Countrywide or by a savings bank, a commercial bank or similar banking institution which is supervised and examined by a federal or state authority, or by a mortgagee approved as such by the Secretary of HUD;
gg) Foreclosure; Bankruptcy. The Mortgaged Property has not been subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage. Countrywide has no knowledge of any relief requested or allowed to the Mortgagor under the Soldiers and Sailors Civil Relief Act of 1940;
hh) Payment Source; Buydown. No Mortgage contains provisions pursuant to which Monthly Payments are (a) paid or partially paid with funds deposited in any separate account established by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;
ii) Construction; Exchange. No Mortgage Loan was made solely in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property.
jj) Investment. Countrywide has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor, or the Mortgagor’s credit standing that can reasonably be expected to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become delinquent, or materially and adversely affect the value of the Mortgage Loan.
kk) Accrual Method. Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; and
ll) Lending Practices. No predatory, abusive or deceptive lending practices, including, but not limited to, the extension of credit to the Mortgagor without regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension of credit to the Mortgagor which has no apparent benefit to the Mortgagor, were employed by the originator of the Mortgage Loan in connection with the origination of the Mortgage Loan;
mm) Prepayment Charges. Each Prepayment Charge or penalty with respect to any Mortgage Loan is permissible, enforceable and collectible under applicable federal, state and local law;
nn) No Adverse Selection. The Mortgage Loans were not selected from the outstanding one to four-family mortgage loans in Countrywide’s portfolio at the related Closing Date as to which the representations and warranties set forth in this Agreement could be made in a manner so as to affect adversely the interests of the Purchaser;
oo) Due on Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the Mortgagee thereunder;
pp) Legal Capacity. To the best of Countrywide’s knowledge, all parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;
qq) Doing Business. Countrywide is, and to the best of Countrywide’s knowledge, all parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, osed of such interest, were) in compliance with any and all applicable “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property is located;
rr) Interest Rates; Amortization. Except for a Mortgage Loan, the Monthly Payment of which consists of interest only for a specified period of time (and which Mortgage Loan is identified on the Mortgage Loan Schedule), principal payments on the Mortgage Loan commenced no more than sixty days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan other than an interest-only Mortgage Loan or Balloon Mortgage Loan, the Mortgage Note is payable on the first day of each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage Loan, is sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate, and, in the case of an Adjustable Rate Mortgage Loan, is changed on each Adjustment Date and is sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate. With respect to each Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only period shall not exceed the period specified on the Mortgage Loan Schedule and, following the expiration of
such interest-only period, the remaining Monthly Payments shall be sufficient to fully amortize the original principal balance over the remaining term of the Mortgage Loan. With respect to each Balloon Mortgage Loan, the Mortgage Note requires Monthly Payments sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate but requires a final Monthly Payment which is substantially greater than the penultimate Monthly Payment and sufficient to repay the remaining unpaid principal balance of the Balloon Mortgage Loan on the Due Date of such final Monthly Payment;
ss) Underwriting Standards. The Mortgage Loan was underwritten in accordance with the underwriting standards of Countrywide in effect at the time the Mortgage Loan was originated;
tt) Disclosures. The Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage File;
uu) No Fraud. No error, omission, misrepresentation, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of Countrywide or, to the best of Countrywide’s knowledge, any other person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;
vv) Condominiums; Planned Unit Developments. If the Residential Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the eligibility requirements of FNMA and FHLMC;
ww) No Credit Life. No Mortgagor was required to purchase any credit life, disability, accident or health insurance product as a condition of obtaining the extension of credit. No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies as a condition to closing such Mortgage Loan;
xx) Disclosure of Fees and Charges. All fees and charges (including finance charges), whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of a Mortgage Loan, have been disclosed in writing to the Mortgagor in accordance with applicable state and federal law and regulation;
yy) Compliance with Consumer Credit Statutes. The Mortgage Loan complies with all applicable consumer credit statutes and regulations, including, without limitation, the respective Uniform Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly licensed entity, and in all other respects, complies with all of the material requirements of any such applicable laws;
zz) No Coops, Commercial Property or Mobile Homes. No Mortgage Loan is secured by cooperative housing, commercial property or mixed use property, and no Mortgage Loan is a manufactured or mobile home;
aaa) Fair Credit Reporting. Countrywide has fully furnished and will continue to furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations (the “FCRA”), accurate and complete information (i.e., favorable and unfavorable) on its Mortgagor credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis, and will fully furnish, in accordance with the FCRA, accurate and complete information (i.e., favorable and unfavorable) on its mortgagor credit files to Equifax, Experian, and Trans Union Credit Information Company, on a monthly basis;
bbb) Privacy. With regard to each Mortgagor, Countrywide shall at all times comply with all laws and regulations regarding use, disclosure and safeguarding of any and all customer information, including without limitation the Gramm Xxxxx Xxxxxx Act, the Fair Credit Reporting Act and Regulation P. Countrywide has implemented or will implement appropriate measures designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, 12 CFR Part 30 Appendix B, and has been and continues to be engaged in reviewing its information security program, training of staff, and testing of controls, systems and procedures as required by those guidelines;
ccc) Anti-Money Laundering Laws. Countrywide has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); Countrywide has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;
ddd) OFAC. No Mortgage Loan is subject to nullification pursuant to Executive Order 13224, an no Mortgagor is subject to the provisions of such Executive Order;
eee) MOM Loans; Assignments. With respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded, or has been delivered for recording to the applicable recording office;
fff) MOM Loans; No Notices of Liens. With respect to each MOM Loan, Countrywide has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS;
ggg) The Mortgage Note (or lost note affidavit with market standard indemnification), the Mortgage, the assignment of Mortgage and any other documents required
to be delivered with respect to each Mortgage Loan have been delivered to the Purchaser all in compliance with the specific requirements of this Agreement. With respect to each Mortgage Loan, Countrywide is in possession of a complete Credit File except for such documents as have been delivered to the Purchaser or as otherwise permitted under this Agreement. No more than 2% of the related Mortgage Loan Package may consist of lost note affidavits in lieu of Mortgage Notes; and
hhh) Immediately prior to the payment of the Purchase Price for each Mortgage Loan, Countrywide was the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note and upon the payment of the Purchase Price by the Purchaser, in the event that Countrywide or one of its affiliates retains record title, Countrywide or such affiliate shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof and only for the purpose of servicing and supervising or facilitating the servicing of each Mortgage Loan.
EXHIBIT B
Representation and Warranties with Respect to the National City Mortgage Loans
Except for “Mortgage Loans”, which shall mean the National City Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit B shall have the meanings ascribed to them in the National City Servicing Agreement.
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(a) |
Mortgage Loans as Described. The information set forth in the related Mortgage Loan Schedule is complete, true and correct; |
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(b) |
Payments Current. All payments required to be made up to the related Closing Date for the Mortgage Loan under the terms of the Mortgage Note have been made and credited. No payment required under the Mortgage Loan has been 30 or more days delinquent at any time in the past 12 months preceding the related Closing Date. The first two Monthly Payments shall be made with respect to the Mortgage Loan within the month in which it is due, all in accordance with the terms of the related Mortgage Note; |
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(c) |
No Outstanding Charges. There are no defaults in complying with the terms of the Mortgages, and all taxes, governmental assessments, insurance premiums, ground rents, leasehold payments, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Company has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever is greater, to the day which precedes by one month the Due Date of the first installment of principal and interest; |
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(d) |
Original Terms Unmodified. The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, except by a written instrument which has been recorded, if necessary to protect the interests of the Purchaser and which has been delivered to the Custodian. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and its terms are reflected on the related Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage Loan File delivered |
to the Custodian and the terms of which are reflected in the related Mortgage Loan Schedule;
|
(e) |
No Defenses. The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated; |
|
(f) |
Hazard Insurance. All buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located pursuant to insurance policies conforming to the requirements of Section 4.10. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Flood Insurance Administration is in effect which policy conforms to the requirements of Section 4.10. All individual insurance policies contain a standard mortgagee clause naming the Company and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor. Where required by state law or regulation, the Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Company has not engaged in, and has no knowledge of the Mortgagor, any Subservicer or any prior originator or subservicer having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either, including without limitation, no unlawful fee, unlawful commission, unlawful kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Company; |
|
(g) |
Compliance with Applicable Laws. Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, predatory and abusive lending laws, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the origination and servicing of the Mortgage Loan have been complied with, and the Company shall maintain in its possession, available for the Purchaser’s inspection, and shall deliver to the Purchaser upon demand, evidence of compliance with all such requirements; |
|
(h) |
No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company waived any default resulting from any action or inaction by the Mortgagor; |
|
(i) |
Location and Type of Mortgaged Property. The Mortgaged Property is a fee simple or leasehold property located in the state identified in the related Mortgage Loan Schedule and consists of a parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual condominium unit in a low-rise condominium project, or an individual unit in a planned unit development, provided, however, that any condominium project or planned unit development shall conform with the Company’s Underwriting Guidelines regarding such dwellings, and no residence or dwelling is a mobile home or a manufactured dwelling. No portion of the Mortgaged Property is used for commercial purposes; |
|
(j) |
Valid First Lien. The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all buildings and improvements on the Mortgaged Property, and all additions, alterations and replacements made at any time with respect to the foregoing. The lien of the Mortgage is subject only to: |
|
(k) |
the lien of current real property taxes and assessments not yet due and payable; |
|
(l) |
covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and (i) referred to or to otherwise considered in the appraisal made for the originator of the Mortgage Loan or (ii) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and |
|
(m) |
other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. |
|
(n) |
Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described therein and the Company has full right to sell and assign the same to the Purchaser. The Mortgaged Property was not, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secured debt or other security instrument creating a lien subordinate to the lien of the Mortgage; |
|
(o) |
Validity of Mortgage Documents. The Mortgage Note and the Mortgage are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note and the Mortgage and any other related agreement had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage and any other related agreement, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The documents, instruments and agreements submitted for loan underwriting were not falsified and contain no untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. No fraud was committed in connection with the origination of the Mortgage Loan. The Company has reviewed all of the documents constituting the Servicing File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein; |
|
(p) |
No misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of any person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan. |
|
(q) |
Full Disbursement of Proceeds. The Mortgage Loan has been closed and the proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage; |
|
(r) |
Ownership. The Company is the sole owner of record and holder of the Mortgage Loan. The Mortgage Loan is not assigned or pledged, and the Company has good and marketable title thereto, and has full right to transfer and sell the Mortgage Loan therein to the Purchaser free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; |
|
(s) |
Doing Business. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable doing business’ and licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) (a) organized under the laws of such state, (b) qualified to do business in such state, (c) federal savings and loan associations or national banks having principal offices in such state, or (d) not doing business in such state; |
|
(t) |
LTV, PMI Policy. No Mortgage Loan has a LTV equal to or greater than 95%. The original LTV of the Mortgage Loan either was not more than 80% or (i) the excess over 75% is and will be insured as to payment defaults by a PMI Policy until the LTV of such Mortgage Loan is reduced to 80%, or (ii) is subject to an LPMI Policy, which will stay in effect for the life of the Mortgage Loan. All provisions of such PMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a PMI Policy obligates the Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and charges in connection therewith; provided, that, with respect to LPMI Loans, the related Servicer is obligated thereunder to maintain the LPMI Policy and to pay all premiums and charges in connection therewith.. The Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium; |
|
(u) |
Title Insurance. The Mortgage Loan is covered by either (i) an attorney’s opinion of title and abstract of title the form and substance of which is acceptable to mortgage lending institutions making mortgage loans in the area where the Mortgaged Property is located or (ii) an ALTA lender’s title insurance policy or other generally acceptable form of policy of insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Company, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan (or to the extent that a Mortgage Note provides for negative amortization, the maximum amount of |
negative amortization in accordance with the Mortgage), subject only to the exceptions contained in clauses (1), (2) and (3) of paragraph (j) of this Section 3.02. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. The Company is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the Mortgage, including the Company, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Company;
|
(v) |
No Defaults. There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and neither the Company nor its predecessors have waived any default, breach, violation or event of acceleration; |
|
(w) |
No Mechanics’ Liens. There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage; |
|
(x) |
Location of Improvements; No Encroachments. All improvements which were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation; |
|
(y) |
Origination: Payment Terms. Such Mortgage Loan was originated by a savings and loan association, savings bank, commercial bank, credit union, insurance company, or similar institution which is supervised and examined by a federal or state authority, or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act. The Mortgage Interest Rate is the interest rate set forth in the Mortgage Note. The Mortgage Note is payable each month in equal monthly installments of principal and interest, with interest calculated and payable in arrears, sufficient to amortize the Mortgage Loan fully by the |
stated maturity date, over an original term of not more than thirty years from commencement of amortization. There is no negative amortization;
|
(z) |
Customary Provisions. The Mortgage and the related Mortgage Note contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage Loan will be able to deliver good and merchantable title to the Mortgaged Property. There is no homestead or other exemption available to a Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage; |
|
(aa) |
Conformance with Underwriting Guidelines. The Mortgage Loan was underwritten in accordance with the Company’s Underwriting Guidelines in effect at the time the Mortgage Loan was originated. The Mortgage Loan is in conformity with the standards of Xxxxxxx Mac or Xxxxxx Mae under one of their respective home mortgage purchase programs (except that the principal balance of certain Mortgage Loans may have exceeded the limits of Xxxxxx Xxx and Xxxxxxx Mac) and the Mortgage Note and Mortgage are on forms acceptable to Xxxxxxx Mac or Xxxxxx Xxx; |
|
(bb) |
Occupancy of the Mortgaged Property. As of the related Closing Date the Mortgaged Property is lawfully occupied under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. Except as otherwise stated on the Mortgage Loan Schedule, the Mortgagor represented at the time of origination of the Mortgage Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor’s primary residence; |
|
(cc) |
No Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in (j) above; |
|
(dd) |
Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor; |
|
(ee) |
Acceptable Investment. The Company has no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan; |
|
(ff) |
Delivery of Mortgage Documents. The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered for the Mortgage Loan by the Company under this Agreement as set forth in Exhibit C attached hereto have been delivered to the Custodian. The Company is in possession of a complete, true and accurate Mortgage File in compliance with Exhibit B, except for such documents the originals of which have been delivered to the Custodian; |
|
(gg) |
Condominiums/Planned Unit Developments. If the dwelling on the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimus planned unit development) such condominium or planned unit development project meets Xxxxxx Mae and Xxxxxxx Mac eligibility requirements. |
|
(hh) |
Transfer of Mortgage Loans. The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located; |
|
(ii) |
Due on Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the Mortgagor thereunder; |
|
(jj) |
Consolidation of Future Advances. Any future advances made prior to the related Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to Xxxxxx Xxx and Xxxxxxx Mac. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan; |
|
(kk) |
Mortgaged Property Undamaged. There is no proceeding pending or, to the best of the Company’s knowledge, threatened for the total or partial condemnation of the Mortgaged Property. The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged |
Property as security for the Mortgage Loan or the use for which the premises were intended; and
|
(ll) |
Collection Practices; Escrow Deposits. The origination, servicing and collection practices used with respect to the Mortgage Loan have been in accordance with Accepted Servicing Practices, and have been in all respects in compliance with all applicable laws and regulations. The Mortgage Loan has been serviced by the Company and any predecessor servicer in accordance with the terms of the Mortgage Note. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of the Company and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every item which remains unpaid and which has been assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due the Company have been capitalized under the Mortgage or the Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Company for any work on a Mortgaged Property which has not been completed; |
|
(mm) |
Appraisal. The Mortgage File contains an appraisal of the related Mortgage Property signed prior to the approval of the Mortgage Loan application by a qualified appraiser, duly appointed by the Company, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated; |
|
(nn) |
Soldiers’ and Sailors’ Relief Act. The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to the Mortgagor under the Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended; |
|
(oo) |
Environmental Matters. The Mortgaged Property is free from any and all toxic or hazardous substances and there exists no violation of any local, state or federal environmental law, rule or regulation. To the best of the Company’s knowledge, there is no pending action or proceeding directly involving any Mortgaged Property of which the Company is aware in which compliance with any environmental law, rule or regulation is an issue; and to the best of the Company’s knowledge, nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation consisting a prerequisite to use and enjoyment of said property; |
|
(pp) |
Insurance. The Company has caused or will cause to be performed any and all acts required to preserve the rights and remedies of the Purchaser in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of coinsured, joint loss payee and mortgagee rights in favor of the Purchaser; No action, inaction, or event has occurred and no state of fact exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable pool insurance policy, special hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by the Company or any designee of the Company or any corporation in which the Company or any officer, director, or employee had a financial interest at the time of placement of such insurance; |
|
(qq) |
Regarding the Mortgagor. The Mortgagor is one or more natural persons and/or trustees for an Illinois land trust or a trustee under a “living trust” and such “living trust” is in compliance with Xxxxxx Mae guidelines for such trusts; |
|
(rr) |
High Cost Loans. No Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan, “covered” mortgage loan or “predatory” or “abusive” mortgage loan or any other comparable term, no matter how defined, under any federal, state or local law including, without limitation, Section 6-L of the New York Banking Law or (c) subject to any comparable federal, state or local statutes or regulations, including, without limitation, the provisions of the Georgia Fair Lending Act, the City of Oakland, California Anti-Predatory Lending Ordinance No. 12361 or any other statute or regulation providing assignee liability or enhanced regulatory scrutiny to holders of such mortgage loans. The total combined points and fees charged in connection wit the origination of the Mortgage Loan does not exceed 5% of the original principal balance of the Mortgage Loan; |
|
(ss) |
Simple Interest Mortgage Loans. None of the Mortgage Loans are simple interest Mortgage Loans; |
|
(tt) |
Single Premium Credit Life Insurance. None of the proceeds of the Mortgage Loan were used to finance single-premium credit life insurance policies; |
|
(uu) |
Tax Service Contract The Company has obtained a life of loan, transferable real estate Tax Service Contract on each Mortgage Loan with an Approved Tax Servicer Contract Provider and such contract is assignable without penalty, premium or cost to the Purchaser; |
|
(vv) |
Flood Certification Contract. The Company has obtained a life of loan, transferable flood certification contract with an Approved Flood Policy Insurer acceptable to Purchaser in its sole discretion for each Mortgage Loan and such contract is assignable without penalty, premium or cost to the Purchaser; |
|
(ww) |
FICO Scores. Each Mortgage Loan has a non-zero FICO score; |
|
(xx) |
[Reserved] |
|
(yy) |
Recordation. Each original Mortgage was recorded and all subsequent assignments of the original Mortgage (other than the assignment to the Purchaser) have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Company, or is in the process of being recorded; |
|
(zz) |
Leaseholds. If the Mortgage Loan is secured by a long-term residential lease, (1) the lessor under the lease holds a fee simple interest in the land; (2) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor’s consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (3) the terms of such lease do not (a) allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, (b) allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or (d) permit any increase in rent other than pre-established increases set forth in the lease; (4) the original term of such lease is not less than 15 years; (5) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note; and (6) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice; |
|
(aaa) |
Payment in Full: No Mortgage Loan will be paid in full on or prior to the related Closing Date; |
|
(bbb) |
Delinquency information. The information delivered by the Seller to the Purchaser with respect to the Seller’s loan loss, foreclosure and delinquency experience for the twelve (12) months immediately preceding the Initial Closing Date on mortgage loans underwritten to the same standards as the Mortgage Loans and covering mortgaged properties similar to the Mortgaged Properties, is true and correct in all material respects; |
|
(ccc) |
The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered with respect to each Mortgage Loan pursuant; have been delivered in compliance with the specific requirements hereof. With respect to each Mortgage Loan, the Company is in possession of a complete Mortgage File in compliance with Exhibit B, except for such documents as have been delivered to the Custodian; |
|
(ddd) |
Interest Rate. Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; |
|
(eee) |
Advances: No Buydowns; No Graduated Payments. No Mortgage Loan contains provisions pursuant to which Monthly payments are (a) paid or partially paid with funds deposited in any separate account established by the Company, the Mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature. No Mortgage Loan has a balloon payment feature. No Mortgage Loan has a balloon payment feature; |
|
(fff) |
Construction Loan. No Mortgage Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade in or exchange of a Mortgaged Property; |
|
(ggg) |
No predatory, abusive or deceptive lending practices, including but not limited to, the extension of credit to a mortgagor without regard for the mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a mortgagor which has no apparent benefit to the mortgagor, were employed in connection with the origination of the Mortgage Loan; |
|
(hhh) |
No Mortgagor was required to purchase any credit life, disability, accident or health insurance product as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit life, disability, accident or health insurance policy in connection with the origination of the Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies as part of the origination of, or as a condition to closing, such Mortgage Loan; |
|
(iii) |
If applicable to the Company or any subsequent Owner, the Mortgage Loan complies with all applicable consumer credit statutes and regulations, including, without limitation, the respective Uniform Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly licensed entity, and in all other respects, complies with all of the material requirements of any such applicable laws; |
|
(jjj) |
[Reserved]; |
|
(kkk) |
If applicable to the Company or any subsequent Owner, except as set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans are subject to a prepayment penalty. For any Mortgage Loan originated prior to October 1, 2002 that is subject to a prepayment penalty, such prepayment penalty does not extend beyond five years after the date of origination. For any Mortgage Loan originated on or following October 1, 2002 that is subject to a prepayment penalty, such prepayment penalty does not extend beyond three years after the date of origination. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a Mortgage Loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the Mortgagor in the loan documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the contrary, the Seller shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the loan payments; |
|
(lll) |
The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the "Anti-Money Laundering Laws"); the Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws; |
|
(mmm) |
No Mortgage Loan is secured by real property or secured by a manufactured home located in the state of Georgia unless (x) such Mortgage Loan was originated prior to October 1, 2002 or after March 6, 2003, or (y) the property securing the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the Mortgagor's principal dwelling. No Mortgage Loan is a "High Cost Home Loan" as defined in the Georgia Fair Lending Act, as amended (the "Georgia Act"). Each Mortgage Loan that is a "Home Loan" under the Georgia Act complies with all applicable provisions of the Georgia Act. No Mortgage Loan secured by owner occupied real property or an owner occupied manufactured home located in the State of Georgia was originated (or modified) on or after October 1, 2002 through and including March 6, 2003, if applicable to the Company or any subsequent Owner; |
|
(nnn) |
If applicable to the Company or any subsequent Owner, n o Mortgagor was encouraged or required to select a Mortgage Loan product offered by the |
Mortgage Loan's originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Mortgage Loan's origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by the Mortgage Loan's originator or any affiliate of the Mortgage Loan's originator. If, at the time of loan application, the Mortgagor may have qualified for a for a lower cost credit product then offered by any mortgage lending affiliate of the Mortgage Loan's originator, the Mortgage Loan's originator referred the Mortgagor's application to such affiliate for underwriting consideration;
|
(ooo) |
The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the Mortgagor's income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor's equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan; |
|
(ppp) |
All fees and charges (including finance charges) and whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of each Mortgage Loan have been disclosed in writing to the Mortgagor in accordance with applicable state and federal law and regulation; |
|
(qqq) |
With respect to each Mortgage Loan, neither the related Mortgage nor the related Mortgage Note requires the Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction; |
|
(rrr) |
With respect to any Mortgage Loan for which a mortgage loan application was submitted by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a Mortgage Property located in the State of Illinois is in violation of the provisions of the Illinois Interest Act, including Section 4.1a which provides that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Mortgage Loan; and |
|
(sss) |
No Mortgage Loan originated on or after November 7, 2004 secured by a Mortgaged Property located in the State of Massachusetts is a Refinanced Mortgage Loan. |
EXHIBIT C
Representation and Warranties with Respect to the Xxxxx Mortgage Loans
Except for “Mortgage Loans”, which shall mean the Xxxxx Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit C shall have the meanings ascribed to them in the Xxxxx Servicing Agreements.
|
(a) |
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Mortgage Loans as Described. |
The information set forth in the related Mortgage Loan Schedule attached hereto as Exhibits A and A-1 and the information contained on the related electronic Data File attached hereto as Exhibit A-2, delivered to the Purchaser is true and correct;
|
(b) |
Payments Current. |
All payments required to be made up to the Cut-off Date for the Mortgage Loan under the terms of the Mortgage Note have been made and credited. No payment under any Mortgage Loan has been 30 days delinquent more than one time within twelve months prior to the Closing Date;
|
(c) |
No Outstanding Charges. |
There are no defaults in complying with the terms of the Mortgages, and all taxes, governmental assessments, insurance premiums, leasehold payments, water, sewer and municipal charges, which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Company has not advanced funds, or induced, or solicited directly or indirectly, the payment of any amount required under the Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever is later, to the day which precedes by one month the Due Date of the first installment of principal and interest;
|
(d) |
Original Terms Unmodified. |
The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, except by a written instrument which has been recorded or registered with the MERS System, if necessary, to protect the interests of the Purchaser and is retained by the Company in the Retained Mortgage file; the related Mortgage Note has been delivered to the Custodian. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and its terms are reflected on the related Mortgage Loan Schedule.
No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and which assumption agreement is part of the Custodial Mortgage File delivered to the Custodian and the terms of which are reflected in the related Mortgage Loan Schedule;
|
(e) |
No Defenses. |
The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;
|
(f) |
No Satisfaction of Mortgage. |
The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, release, cancellation, subordination or rescission;
|
(g) |
Validity of Mortgage Documents. |
The Mortgage Note and the Mortgage and related documents are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Company has reviewed all documents constituting the Retained Mortgage file and Custodial Mortgage File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein;
With respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the Pledge Agreement, and related documents are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note, the Mortgage, the Pledge Agreement, the Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment of Proprietary Lease had legal capacity to enter into the Mortgage Loan and to execute and deliver such documents, and such documents have been duly and properly executed by such parties;
(h) |
No Fraud. |
No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Company, or the Mortgagor, or to the best of the Company’s knowledge, any appraiser, any builder, or any developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;
(i) |
Compliance with Applicable Laws. |
Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, disclosure or predatory and abusive lending laws applicable to the Mortgage Loan have been complied with. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including, but not limited to, certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities;
(j) |
Location and Type of Mortgaged Property. |
The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists of a contiguous parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development, or a townhouse, or a Cooperative Apartment, provided, however, that any condominium project or planned unit development shall conform with the applicable Xxxxxx Xxx or Xxxxxxx Mac requirements, or the Underwriting Guidelines, regarding such dwellings, and no residence or dwelling is a mobile home. As of the respective appraisal date for each Mortgaged Property, any Mortgaged Property being used for commercial purposes conforms to the Underwriting Guidelines and, to the best of the Company’s knowledge, since the date of such appraisal, no portion of the Mortgaged Property has been used for commercial purposes outside of the Underwriting Guidelines;
(k) |
Valid First Lien. |
The Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged Property, including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing. The lien of the Mortgage is subject only to:
(1) |
the lien of current real property taxes and assessments not yet due and payable; |
(2) |
covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to mortgage lending institutions generally and specifically referred to in the lender's title insurance policy delivered to the originator of the Mortgage Loan and (i) referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan and (ii) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and |
(3) |
other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. |
Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described therein and the Company has full right to sell and assign the same to the Purchaser.
With respect to each Cooperative Loan, each Pledge Agreement creates a valid, enforceable and subsisting first security interest in the Cooperative Shares and Proprietary Lease, subject only to (i) the lien of the related Cooperative for unpaid assessments representing the Mortgagor’s pro rata share of the Cooperative’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (ii) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Pledge Agreement; provided, however, that the appurtenant Proprietary Lease may be subordinated or otherwise subject to the lien of any mortgage on the Project;
(l) |
Full Disbursement of Proceeds. |
The proceeds of the Mortgage Loan have been fully disbursed, except for escrows established or created due to seasonal weather conditions, and there is no requirement for future advances thereunder. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;
(m) |
Consolidation of Future Advances. |
Any future advances made prior to the Cut-off Date, have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term reflected on the related Mortgage Loan Schedule. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to Xxxxxx Mae or Xxxxxxx Mac; the consolidated principal amount does not exceed the original principal amount of the Mortgage Loan; the Company shall not make future advances after the Cut-off Date;
(n) |
Ownership. |
The Company is the sole owner of record and holder of the Mortgage Loans and the related Mortgage Note and the Mortgage are not assigned or pledged, and the Company has good and marketable title thereto and has full right and authority to transfer and sell the Mortgage Loan to the Purchaser. The Company is transferring the Mortgage Loan free and clear of any and all encumbrances, liens, pledges, equities, participation interests, claims, charges or security interests of any nature encumbering such Mortgage Loan;
(o) |
Origination/Doing Business. |
The Mortgage Loan was originated by a savings and loan association, a savings bank, a commercial bank, a credit union, an insurance company, or similar institution that is supervised and examined by a federal or state authority or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) organized under the laws of such state, or (3) qualified to do business in such state, or (4) federal savings and loan associations or national banks having principal offices in such state, or (5) not doing business in such state;
(p) |
LTV, PMI Policy. |
Each Mortgage Loan has an LTV as specified on the related Mortgage Loan Schedule. Except for Pledged Asset Mortgage Loans, if the LTV of the Mortgage Loan was greater than 80% at the time of origination, a portion of the unpaid principal balance of the Mortgage Loan is and will be insured as to payment defaults by a PMI Policy. If the Mortgage Loan is insured by a PMI Policy for which the Mortgagor pays all premiums, the coverage will remain in place until (i) the LTV decreases to 78% or (ii)
the PMI Policy is otherwise terminated pursuant to the Homeowners Protection Act of 1998, 12 USC §4901, et seq. All provisions of such PMI Policy or LPMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. The Qualified Insurer has a claims paying ability acceptable to Xxxxxx Mae or Xxxxxxx Mac. Any Mortgage Loan subject to a PMI Policy or LPMI Policy obligates the Mortgagor or the Company, as applicable, to maintain the PMI Policy or LPMI Policy and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium;
(q) |
Title Insurance. |
The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Company, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of Paragraph (k) of this Section 3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Company, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;
(r) |
No Defaults. |
There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and neither the Company nor its predecessors have waived any default, breach, violation or event of acceleration;
(s) |
No Mechanics' Liens. |
There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage which are not insured against by the title insurance policy referenced in Paragraph (q) above;
(t) |
Location of Improvements; No Encroachments. |
Except as insured against by the title insurance policy referenced in Paragraph (q) above, all improvements which were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation;
(u) |
Payment Terms. |
Except with respect to the Interest Only Mortgage Loans, principal payments commenced no more than 60 days after the funds were disbursed to the Mortgagor in connection with the Mortgage Loan. The Mortgage Loans have an original term to maturity of not more than 30 years, with interest payable in arrears on the first day of each month. As to each adjustable rate Mortgage Loan on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the sum of the Index plus the applicable Gross Margin, rounded up or down to the nearest multiple of 0.125% indicated by the Mortgage Note; provided that the Mortgage Interest Rate will not increase or decrease by more than the Periodic Interest Rate Cap on any Adjustment Date, and will in no event exceed the maximum Mortgage Interest Rate or be lower than the minimum Mortgage Interest Rate listed on the related Mortgage Loan Schedule for such Mortgage Loan. As to each adjustable rate Mortgage Loan that is not an Interest Only Mortgage Loan, each Mortgage Note requires a monthly payment which is sufficient, during the period prior to the first adjustment to the Mortgage Interest Rate, to fully amortize the outstanding principal balance as of the first day of such period over the then remaining term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate. As to each adjustable rate Mortgage Loan, if the related Mortgage Interest Rate changes on an Adjustment Date or, with respect to an Interest Only Mortgage Loan, on an Adjustment Date following the related interest only period, the then outstanding principal balance will be reamortized over the remaining life of such Mortgage Loan. No Mortgage Loan contains terms or provisions which would result in negative amortization;
(v) |
Customary Provisions. |
The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. There is no homestead or other exemption available to a Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
(w) |
Occupancy of the Mortgaged Property. |
As of the date of origination, the Mortgaged Property was in good repair and was lawfully occupied under applicable law;
(x) |
No Additional Collateral. |
Except in the case of a Pledged Asset Mortgage Loan and as indicated on the related Data File, the Mortgage Note is not and has not been secured by any collateral, pledged account or other security except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in Paragraph (k) above;
(y) |
Deeds of Trust. |
In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Mortgagee to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor;
(z) |
Acceptable Investment. |
The Company has no knowledge of any circumstances or conditions with respect to the Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that can reasonably be expected to cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan;
(aa) |
Transfer of Mortgage Loans. |
If the Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage, upon the insertion of the name of the assignee and recording information, is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;
(bb) |
Mortgaged Property Undamaged. |
The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;
(cc) |
Collection Practices; Escrow Deposits. |
The origination, servicing and collection practices used with respect to the Mortgage Loan have been in accordance with Accepted Servicing Practices, and have been in all material respects legal and proper. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of the Company and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law. No escrow deposits or Escrow Payments or other charges or payments due the Company have been capitalized under the Mortgage Note;
(dd) |
No Condemnation. |
There is no proceeding pending or to the best of the Company’s knowledge threatened for the total or partial condemnation of the related Mortgaged Property;
(ee) |
The Appraisal. |
The Mortgage File include an appraisal, with the exception of any Time$aver® Mortgage Loan (which at the original origination were on form 1004 or form 2055 with interior inspections), of the related Mortgaged Property. The appraisal was conducted by an appraiser who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;
(ff) |
Insurance. |
The Mortgaged Property securing each Mortgage Loan is insured by an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac against loss by fire and such hazards as are covered under a standard extended coverage endorsement and such other hazards as are customary in the area where the Mortgaged Property is located pursuant to insurance policies conforming to the requirements of Section 4.10, in
an amount which is not less than the lesser of 100% of the insurable value of the Mortgaged Property and the outstanding principal balance of the Mortgage Loan, but in no event less than the minimum amount necessary to fully compensate for any damage or loss on a replacement cost basis. If the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project. If the improvements on the Mortgaged Property are in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (A) the outstanding principal balance of the Mortgage Loan, (B) the full insurable value and (C) the maximum amount of insurance which was available under the Flood Disaster Protection Act of 1973, as amended. All individual insurance policies contain a standard mortgagee clause naming the Company and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder to maintain a hazard insurance policy at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor's cost and expense, and to seek reimbursement therefor from the Mortgagor. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Company has not acted or failed to act so as to impair the coverage of any such insurance policy or the validity, binding effect and enforceability thereof;
(gg) |
Servicemembers Civil Relief Act. |
The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act, as amended;
(hh) |
No Balloon Payments, Graduated Payments or Contingent Interests. |
The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature. No Mortgage Loan has a balloon payment feature;
(ii) |
No Construction Loans. |
No Mortgage Loan was made in connection with (i) the construction or rehabilitation of a Mortgage Property or (ii) facilitating the trade-in or exchange of a Mortgaged Property other than a construction-to-permanent loan which has converted to a permanent Mortgage Loan;
(jj) |
Underwriting. |
Each Mortgage Loan was underwritten in accordance with the Underwriting Guidelines of the Company; and the Mortgage Note and Mortgage are on forms acceptable to Xxxxxxx Mac or Xxxxxx Mae;
(kk) |
Buydown Mortgage Loans. |
With respect to each Mortgage Loan that is a Buydown Mortgage Loan:
(i) |
On or before the date of origination of such Mortgage Loan, the Company and the Mortgagor, or the Company, the Mortgagor and the seller of the Mortgaged Property or a third party entered into a Buydown Agreement. The Buydown Agreement provides that the seller of the Mortgaged Property (or third party) shall deliver to the Company temporary Buydown Funds in an amount equal to the aggregate undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly Payment due on such Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to qualify for the Buydown Mortgage Loan. The effective interest rate of a Buydown Mortgage Loan if less than the interest rate set forth in the related Mortgage Note will increase within the Buydown Period as provided in the related Buydown Agreement so that the effective interest rate will be equal to the interest rate as set forth in the related Mortgage Note. The Buydown Mortgage Loan satisfies the requirements of Xxxxxx Xxx or Xxxxxxx Mac guidelines; |
(ii) |
The Mortgage and Mortgage Note reflect the permanent payment terms rather than the payment terms of the Buydown Agreement. The Buydown Agreement provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date that the Buydown Funds are available. The Buydown Funds were not used to reduce the original principal balance of the Mortgage Loan or to increase the Appraised Value of the Mortgage Property when calculating the Loan-to-Value Ratios for purposes of the Agreement and, if the Buydown Funds were provided by the Company and if required under Xxxxxx Mae or Xxxxxxx Mac guidelines, the terms of the Buydown Agreement were disclosed to the appraiser of the Mortgaged Property; |
(iii) |
The Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor makes a principal payment for the outstanding balance of the Mortgage Loan; and |
(iv) |
As of the date of origination of the Mortgage Loan, the provisions of the related Buydown Agreement complied with the requirements of Xxxxxx Mae or Xxxxxxx Mac regarding buydown agreements; |
(ll) |
Cooperative Loans. |
With respect to each Cooperative Loan: |
(i) |
The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; |
(ii) |
A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to Xxxxxx Mae and qualified to do business in the jurisdiction where the Cooperative is located; |
(iii) |
(a) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (b) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (c) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (d) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (e) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (f) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; |
(iv) |
The Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and |
(v) |
Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.; |
(mm) |
HOEPA. |
No Mortgage Loan is a Covered Loan or a High Cost Loan (in the case of state or local law, as determined without giving effect to any available federal preemption, other than any exemptions specifically provided for in the relevant state or local law);
(nn) |
Anti-Money Laundering Laws. |
The Company has complied with all applicable anti-money laundering laws and regulations, (the "Anti-Money Laundering Laws"), and has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws;
(oo) |
Bankruptcy. |
No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding as of the date the Mortgage Loan was closed and the proceeds of the Mortgage Loan were distributed;
(pp) |
Due on Sale. |
The Mortgage or Mortgage Note contains an enforceable provision, to the extent not prohibited by federal law, for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the Mortgagee thereunder, provided that, with respect to Mortgage Notes which bear an adjustable rate of interest, such provision shall not be enforceable if the Mortgagor causes to be submitted to the Company to evaluate the intended transferee as if a new Mortgage Loan were being made to such transferee, and the Company reasonably determines that the security will not be impaired by such Mortgage Loan assumption and that the risk of breach of any covenant or agreement in such Mortgage is acceptable to the Purchaser;
(qq) |
Credit Reporting. |
With respect to each Mortgage Loan, the Company has furnished complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information Company, in accordance with the Fair Credit Reporting Act and its implementing regulations;
(rr) |
Delivery of Mortgage Files. |
The Mortgage Note, Assignment of Mortgage and any other documents required to be delivered by the Company have been delivered to the Custodian in accordance with this Agreement. The Company is in possession of a complete, true and accurate Retained Mortgage File in compliance with Exhibit B, except for such documents the originals of which have been delivered to the Custodian or for such documents where the originals of which have been sent for recordation;
(ss) |
Single Premium Credit Life Insurance. |
No Mortgagor has been offered or required to purchase single premium credit insurance in connection with the origination of the Mortgage Loan;
(tt) |
Payment in Full. |
The Company had no knowledge, at the time of origination of the Mortgage Loan, of any fact that should have led it to expect that such Mortgage Loan would not be paid in full when due;
(uu) |
MERS Mortgage Loans. |
With respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage Loan, the MIN appears on the Mortgage or related Assignment of Mortgage to MERS, the Mortgage or the related Assignment of Mortgage to MERS has been duly and properly recorded on MERS, and the transfer to the Purchaser has been properly reflected in the MERS System pursuant to the Purchaser’s registration instructions;
(vv) |
Leasehold Estates. |
With respect to each Mortgage Loan secured in whole or in part by the interest of the Mortgagor as a lessee under a ground lease of the related Mortgaged Property (a “Ground Lease”) and not be a fee interest in such Mortgaged Property:
(i) |
The Mortgagor is the owner of a valid and subsisting interest as tenant under the Ground Lease; |
(ii) |
The Ground Lease is in full force and effect; |
|
(iii) |
The Mortgagor is not in default under any provision of the lease; |
(iv) |
The lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed; |
(v) |
The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least ten years; |
(vi) |
The Mortgagor under the Mortgage Loan is given at least 30 days’ notice of any default and an opportunity to cure any defaults under the Ground Lease or to take over the Mortgagor’s rights under the Ground Lease; |
(vii) |
The Ground Lease does not contain any default provisions that could give rise to forfeiture or termination of the Ground Lease except for the non-payment of the Ground Lease rents; |
(viii) |
The Ground Lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor; |
(ix) |
The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged; |
(x) |
The execution, delivery and performance of the Mortgage do not require consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease; and |
(xi) |
The Mortgagor has not commenced any action or given or received any notice for the purpose of terminating the Ground Lease; and |
(ww) |
Contents of Retained Mortgage File. |
The Retained Mortgage File contains the documents listed as items 6 through 11 of Exhibit B attached hereto.
EXHIBIT D
Representation and Warranties with Respect to the GreenPoint Mortgage Loans
Except for “Mortgage Loans”, which shall mean the GreenPoint Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit D shall have the meanings ascribed to them in the GreenPoint Servicing Agreement.
(i) The information set forth in the related Mortgage Loan Schedule and the Mortgage Loan data delivered to the Purchaser on the Data Tape is complete, true and correct in all material respects;
(ii) The Mortgage Loan is in compliance with all requirements set forth in the related confirmation, and the characteristics of the related Mortgage Loan Package as set forth in the related Confirmation are true and correct;
(iii) All payments required to be made up to the close of business on the Closing Date for such Mortgage Loan under the terms of the Mortgage Note have been made; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required by the Mortgage Note or Mortgage. No payment under the Mortgage Loan has been delinquent at any time since the origination of the Mortgage Loan;
(iv) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in future installments or other outstanding charges affecting the related Mortgaged Property;
(v) The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and is improved by a Residential Dwelling;
(vi) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, recorded in the applicable public recording office or registered with the MERS System if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Purchaser; the substance of any such waiver, alteration or modification has been approved by the insurer under the Primary Insurance Policy or LPMI Policy, if any, and the title insurer, to the extent required by the related policy, and is reflected on the related Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the insurer under the Primary Insurance Policy or LPMI Policy, if any, the title insurer, to the extent required by the policy, and which assumption agreement has been delivered to the Purchaser and the terms of which are reflected in the related Mortgage Loan Schedule;
(vii) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and/or the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off,
counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;
(viii) All buildings upon the Mortgaged Property are insured by an insurer acceptable to FNMA and FHLMC against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of the Servicing Addendum. All such insurance policies contain a standard mortgagee clause naming the Seller, its successors and assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged Property is in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of FNMA and FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor;
(ix) Any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, fair housing, disclosure laws or all predatory and abusive lending laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loans have been complied with and the consummation of the transactions contemplated hereby will not involve the violation of any such laws, and the Seller shall maintain in its possession, available for the inspection of the Purchaser or its designee, and shall upon two Business Days’ request, evidence of compliance with such requirements;
(x) The Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release;
(xi) The related Mortgage is properly recorded and is a valid, existing and enforceable (A) first lien and first priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien and second priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien (as reflected on the Mortgage Loan Schedule), in either case, on the Mortgaged Property, including all improvements on the Mortgaged Property subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the Appraised Value of the Mortgaged Property, (c) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property and (d) with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the
Mortgage Loan Schedule) a First Lien on the Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, existing and enforceable (A) first lien and first priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan Schedule) or (B) second lien and second priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case, on the property described therein and the Seller has full right to sell and assign the same to the Purchaser. The Mortgaged Property was not, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage;
(xii) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms except as enforceability is limited by bankruptcy, insolvency or reorganization or other similar laws affecting the enforcement of the rights of creditors and general principals of equity, whether
enforcement is sought in a proceeding in equity or at law;
(xiii) All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties.
The Mortgagor is a natural person;
(xiv) The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and there is no obligation for the Mortgagee to advance additional funds thereunder and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage have been paid, and the Mortgagor is not entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;
(xv) The Seller is the sole legal, beneficial and equitable owner of the Mortgage Note and the Mortgage. The Seller has full right and authority under all governmental and regulatory bodies having jurisdiction over such Seller, subject to no interest or participation of, or agreement with, any party, to transfer and sell the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear of any encumbrance or right of others, equity, lien, pledge, charge, mortgage, claim, participation interest or security interest of any nature (collectively, a “Lien”); and immediately upon the transfers and assignments herein contemplated, the Seller shall have transferred and sold all of its right, title and interest in and to each Mortgage Loan and the Purchaser will hold good, marketable and indefeasible title to, and be the owner of, each Mortgage Loan subject to no Lien;
(xvi) All parties which have had any interest in the Mortgage Loan, whether as originator, mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were): (A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state so as to require
qualification or licensing, or (E) not otherwise required to be licensed in such state. All parties which have had any interest in the Mortgage Loan were in compliance with any and all applicable “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property is located or were not required to be licensed in such state;
(xvii) The Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA lender’s title insurance policy (which, in the case of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1), issued by a title insurer acceptable to FNMA and FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained above in (xi)(a) and (b) and, with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause (d)) the Seller, its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress to and from the Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein. The Seller is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy;
(xviii) There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and the Seller has not waived any default, breach, violation or event of acceleration. With respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in full force and effect, (ii) there is no default, breach, violation or event of acceleration existing under such First Lien mortgage or the related mortgage note, (iii) no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder, and either (A) the First Lien mortgage contains a provision which allows or (B) applicable law requires, the mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords such mortgagee an opportunity to cure any default by payment in full or otherwise under the First Lien mortgage;
(xix) There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;
(xx) All improvements which were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the
Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property;
(xxi) The Mortgage Loan was originated by the Seller or by a savings and loan association, a savings bank, a commercial bank or similar banking institution which is supervised and examined by a federal or state authority, or by a mortgagee approved as such by the Secretary of HUD;
(xxii) Payments on the Mortgage Loan shall commence (with respect to any newly originated Mortgage Loans) or commenced no more than sixty days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is payable on the first day of each month in Monthly Payments, which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate, and (B) in the case of an Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage Loan is as defined in the related Mortgage Loan Schedule. With respect to each Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only period shall not exceed the period specified on the Mortgage Loan Schedule and following the expiration of such interest-only period, the remaining Monthly Payments shall be sufficient to fully amortize the original principal balance over the remaining term of the Mortgage Loan. The Mortgage Note does not permit negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;
(xxiii) The origination and collection practices used by the Seller with respect to each Mortgage Note and Mortgage have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry. The Mortgage Loan has been serviced by the Seller and any predecessor servicer in accordance with all applicable laws, rules and regulations, the terms of the Mortgage Note and Mortgage, and the FNMA and FHLMC servicing guides. With respect to escrow deposits and Escrow Payments (other than with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan and for which the mortgagee under the First Lien is collecting Escrow Payments (as reflected on the Mortgage Loan Schedule)), if any, all such payments are in the possession of, or under the control of, the Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under any Mortgage or the related Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Seller for
any work on a Mortgaged Property which has not been completed;
(xxiv) The Mortgaged Property is free of damage and waste and is in good repair, and there is no proceeding pending or, to the best of the Seller’s knowledge, threatened for the total or partial condemnation thereof nor is such a proceeding currently occurring;
(xxv) The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security provided thereby, including, (a) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The Mortgaged Property has not been subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage;
(xxvi) The Mortgagor has not notified the Seller and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act;
(xxvii) The Mortgage Loan was underwritten in accordance with the Underwriting Guidelines of the Seller in effect at the time the Mortgage Loan was originated; and the Mortgage Note and Mortgage are on forms acceptable to FNMA and FHLMC;
(xxviii) The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (xi) above;
(xxix) The Mortgage File contains an appraisal of the related Mortgaged Property which, (a) with respect to First Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with an interior inspection, or (b) with respect to Second Lien Mortgage Loans, was on appraisal form 704, 2065 or 2055 with an exterior only inspection, and (c) with respect to (a) or (b) above, was made and signed, prior to the approval of the Mortgage Loan application, by a qualified appraiser, duly appointed by the Seller, who had no interest, direct or indirect in the Mortgaged
Property or in any loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the Mortgage Loan and who met the minimum qualifications of FNMA and FHLMC. Each appraisal of the Mortgage Loan was made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of
1989;
(xxx) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;
(xxxi) The Mortgage Loan is not a graduated payment mortgage loan or a balloon Mortgage Loan, and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;
(xxxiii) The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage File;
(xxxiv) No Mortgage Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property;
(xxxv) The Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become delinquent, cause the Mortgage Loan to not be paid in full when due, or adversely affect the value of the Mortgage Loan;
(xxxvi) With respect to any Mortgage Loan with an original Loan-to-Value Ratio greater than 80%, the Mortgage Loan will be insured by a Primary Insurance Policy, issued by a Qualified Insurer, which insures that portion of the Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged Property required by FNMA. All provisions of such Primary Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due there under have been paid. Any Mortgage subject to any such Primary
Insurance Policy obligates the Mortgagor there under to maintain such insurance and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan does not include any such insurance premium. If a Mortgage Loan is identified on the
Mortgage Loan Schedule as subject to a Lender Paid Mortgage Insurance Policy, such policy insures that portion of the Mortgage Loan set forth in the LPMI Policy. All provisions of any such LPMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due there under have been paid. The Mortgage Interest Rate for the Mortgage Loan does not include the insurance premium for any LPMI Policy;
(xxxvii) The Mortgaged Property is lawfully occupied under applicable law; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. No improvement located on or being part of any Mortgaged Property is in violation of any applicable zoning and subdivision law, ordinance or regulation;
(xxxviii) No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of any person, including without imitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;
(xxxix) Each original Mortgage was recorded and all subsequent assignments of the original Mortgage (other than the assignment to the Purchaser) have been recorded, or are in the process of being recorded, in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;
(xl) Any principal advances made to the Mortgagor prior to the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term reflected on the Mortgage Loan Schedule. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having (A) first lien priority with respect to each Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien priority with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case, by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to FNMA and FHLMC. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;
(xli) If the Residential Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the eligibility requirements of FNMA and FHLMC;
(xlii) Each Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section 50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been originated in compliance with the provisions of Article XVI, Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes and the Texas Finance Code. With respect to each Texas Refinance Loan that is a Cash Out Refinancing, the related Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance Loan in whole or in part without incurring a Prepayment Charge. The Seller does not collect any such Prepayment Charges in connection with any such Texas Refinance Loan;
(xliii) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;
(xliv) The Mortgaged Property is in material compliance with all applicable environmental laws pertaining to environmental hazards including, without limitation, asbestos, and neither the Seller nor, to the Seller’s knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law;
(xlv) The Seller shall, at its own expense, cause each Mortgage Loan to be covered by a “life of loan” Tax Service Contract which is assignable to the Purchaser or its designee at no cost to the Purchaser or its designee; provided however, that if the Seller fails to purchase such Tax Service Contract, the Seller shall be required to reimburse the Purchaser for all costs and expenses incurred by the Purchaser in connection with the purchase of any such Tax Service Contract;
(xlvi) Each Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which is assignable to the Purchaser or its designee at no cost to the Purchaser or its designee or, for each Mortgage Loan not covered by such Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone Service Contract;
(xlvii) None of the Adjustable Rate Mortgage Loans include an option to convert to a Fixed Rate Mortgage Loan;
(xlviii) No selection procedures were used by the Seller that identified the Mortgage Loans as being less desirable or valuable than other comparable mortgage loans in the Seller’s portfolio;
(xlix) The Loan-to-Value Ratio of any Mortgage Loan at origination was not more than 95% and the CLTV of any Mortgage Loan at origination was not more than 100%;
(l) Each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);
(li) No Mortgage Loan is (a) subject to, covered by or in violation of the provisions of the Homeownership and Equity Protection Act of 1994, as amended (“HOEPA”), (b) a “high cost”, “covered”, “abusive”, “predatory”, “home loan”, “Section 10” or “high risk” mortgage loan (or a similarly designated loan using different terminology) under any federal, state or local law, or any other statute or regulation providing assignee liability to holders of such mortgage loans, or (c) subject to or in violation of any such or comparable federal, state or local statutes or regulations. 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 as of the related Closing Date).
(lii) Each Mortgage Loan has a valid and original Credit Score, with a minimum Credit Score as set forth in the related Commitment Letter;
(liii) |
No Mortgage Loan had an original term to maturity of more than thirty (30) years; |
(liv) |
No Mortgagor is the obligor on more than two Mortgage Notes; |
(lv) Each Mortgage contains a provision for the acceleration of the payment of the unpaid principal balance of the related Mortgage Loan in the event the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder;
(lvi) With respect to each Mortgage Loan which is a Second Lien, (i) the related first lien does not provide for negative amortization, and (ii) either no consent for the Mortgage Loan is required by the holder of the first lien or such consent has been obtained and is contained in the Mortgage File;
(lvii) No Mortgage Loan originated prior to October 1, 2002 has a Prepayment Charge longer than five years after its origination;
(lviii) The Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment Charges specifically authorizes such Prepayment Charges to be collected, such Prepayment Charges are permissible and enforceable in accordance with the terms of the related Mortgage Loan Documents and all applicable federal, state and local laws (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally or the collectability
thereof may be limited due to acceleration in connection with a foreclosure) and each Prepayment Charge was originated in compliance with all applicable federal, state and local laws;
(lix) With respect to any Mortgage Loan that contains a provision permitting imposition of a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge in exchange for a monetary benefit, including but not limited to a Mortgage Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage Loan that did not require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state and federal law, (iv) for Mortgage Loans originated on or after September 1, 2004, the
duration of the prepayment period shall not exceed three (3) years from the date of the Mortgage Note, unless the Mortgage Loan was modified to reduce the prepayment period to no more than
five years from the date of the Mortgage Note and the Mortgagor was notified in writing of such reduction in the prepayment period, and (v) notwithstanding any state or federal law to the contrary, the Seller shall not impose such Prepayment Charge in any instance when the Mortgage debt is accelerated as the result of the Mortgagor’s default in making the Monthly Payments;
(lx) No Mortgagor was required to purchase any credit life, disability, accident or health insurance product or debt cancellation agreement as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit life, disability, accident or health insurance policy in connection with the origination of the Mortgage Loan, and no proceeds from any Mortgage Loan were used to finance single-premium credit insurance policies or debt cancellation agreements as part of the origination of, or as a condition to closing, such Mortgage Loan;
(lxi) No Mortgage Loan originated or modified on or after October 1, 2002 and prior to March 7, 2003 is secured by a Mortgaged Property located in the State of Georgia;
(lxii) The Seller and any predecessor servicer has fully furnished, 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 (three of the credit repositories) on a monthly basis; and the Seller will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Credit Information Company (three of the credit repositories), on a monthly basis;
(lxiii) No predatory, abusive or deceptive lending practices, including but not limited to, the extension of credit to a Mortgagor without regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a Mortgagor which has no tangible net benefit to the Mortgagor, were employed in connection with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements of FNMA’s Selling Guide;
(lxiv) The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”). The Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws; no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations;
(lxv) No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Seller which is a higher cost product designed for less creditworthy borrowers, unless at the time of the related Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by the Seller or any affiliate of the Seller. If, at the time of the related loan application, the Mortgagor may have qualified for a lower cost credit product then offered by any mortgage lending affiliate of the Seller, the Seller referred the Mortgagor’s application to such affiliate for underwriting consideration;
(lxvi) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the Mortgagor’s income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;
(lxvii) All points, fees and charges, including finance charges (whether or not financed, assessed, collected or to be collected), in connection with the origination and servicing of each Mortgage Loan were disclosed in writing to the related Mortgagor in accordance with applicable state and federal law and regulation. Except in the case of a Mortgage Loan in an original principal amount of less than $60,000 which would have resulted in an unprofitable origination, no related Mortgagor was charged “points and fees” (whether or not financed) in an amount greater than 5% of the principal amount of such loan, such 5% limitation is calculated in accordance with FNMA’s anti-predatory lending requirements as set forth in the FNMA Selling Guide;
(lxviii) The Seller will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan, Company agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;
(lxix) No Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one hundred percent of the amount financed of any purchase money Second Lien Mortgage Loan subject to the NJ Act was used for the purchase of the related Mortgaged Property;
(lxx) With respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the related Mortgage Loan Schedule. The related assignment of Mortgage to MERS has been duly and properly recorded;
(lxxi) With respect to each MERS Mortgage Loan, the Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS;
(lxxii) With respect to each Mortgage Loan, neither the related Mortgage nor the related Mortgage Note requires the Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction;
(lxxiii) With respect to any Mortgage Loan for which a mortgage loan application was submitted by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a Mortgage Property located in the State of Illinois is in violation of the provisions of the Illinois Interest Act, including Section 4.1a which provides that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Mortgage Loan;
(lxxiv) No Mortgage Loan is secured in whole or in part by the interest of the Mortgagor as a lessee under a ground lease of the related Mortgaged Property;
(lxxv) No Mortgage Loan originated on or after November 7, 2004 secured by a Mortgaged Property located in the State of Massachusetts is a Refinanced Mortgage Loan, or such Mortgage Loan is in the "borrower's interest," as documented by a "borrower's interest worksheet" for the particular Mortgage Loan, which worksheet incorporates the factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations promulgated thereunder for determining "borrower's interest," and otherwise complies in all material respects with the laws of the Commonwealth of Massachusetts;
(lxxvi) The Mortgage Loan Documents and any other documents required to be delivered with respect to each Mortgage Loan have been delivered to the Purchaser all in compliance with the specific requirements of this Agreement.
EXHIBIT E
Representation and Warranties with Respect to the SunTrust Mortgage Loans
Except for “Mortgage Loans”, which shall mean the SunTrust Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit E shall have the meanings ascribed to them in the SunTrust Servicing Agreement.
(i) The information set forth in the related Mortgage Loan Schedule is complete, true and correct;
(ii) The Mortgage Loan is in compliance with all requirements set forth in the related Confirmation, and the characteristics of the related Mortgage Loan Package as set forth in the related Confirmation are true and correct;
(iii) All payments required to be made up to the close of business on the Closing Date for such Mortgage Loan under the terms of the Mortgage Note have been made; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required by the Mortgage Note or Mortgage; and there has been no delinquency, exclusive of any period of grace, in any payment by the Mortgagor thereunder since the origination of the Mortgage Loan;
(iv) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in future installments or other outstanding charges affecting the related Mortgaged Property;
(v) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, recorded in the applicable public recording office if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Custodian; the substance of any such waiver, alteration or modification has been approved by the insurer under the Primary Insurance Policy, if any, and the title insurer, to the extent required by the related policy, and is reflected on the related Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the insurer under the Primary Insurance Policy, if any, the title insurer, to the extent required by the policy, and which assumption agreement has been delivered to the Custodian and the terms of which are reflected in the related Mortgage Loan Schedule;
(vi) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible, enforceable and collectible under applicable federal, state and local law;
(vii) All buildings upon the Mortgaged Property are insured by an insurer acceptable to FNMA and FHLMC against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of the Servicing Addendum. All such insurance policies contain a standard mortgagee clause naming the Seller, its successors and assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged Property is in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of FNMA and FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor;
(viii) Any and all requirements of any federal, state or local law including, but not limited to, all applicable predatory and abusive lending, usury, truth in lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, fair housing or disclosure laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loans have been complied with and the consummation of the transactions contemplated hereby will not involve the violation of any such laws, and the Seller shall maintain in its possession, available for the inspection of the Purchaser or its designee, and shall deliver to the Purchaser or its designee, upon two Business Days’ request, evidence of compliance with such requirements;
(ix) The Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release;
(x) The related Mortgage is properly recorded and is a valid, existing and enforceable (A) first lien and first priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien and second priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien (as reflected on the Mortgage Loan Schedule), in either case, on the Mortgaged Property, including all improvements on the Mortgaged Property subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the Appraised Value of the Mortgaged Property, (c) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related
Mortgaged Property and (d) with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a First Lien on the Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, existing and enforceable (A) first lien and first priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan Schedule) or (B) second lien and second priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case, on the property described therein and the Seller has full right to sell and assign the same to the Purchaser. The Mortgaged Property was not, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage;
(xi) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms;
(xii) All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;
(xiii) The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and there is no obligation for the Mortgagee to advance additional funds thereunder and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage have been paid, and the Mortgagor is not entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;
(xiv) The Seller is the sole legal, beneficial and equitable owner of the Mortgage Note and the Mortgage. The Seller has full right and authority under all governmental and regulatory bodies having jurisdiction over such Seller, subject to no interest or participation of, or agreement with, any party, to transfer and sell the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear of any encumbrance or right of others, equity, lien, pledge, charge, mortgage, claim, participation interest or security interest of any nature (collectively, a “Lien”); and immediately upon the transfers and assignments herein contemplated, the Seller shall have transferred and sold all of its right, title and interest in and to each Mortgage Loan and the Purchaser will hold good, marketable and indefeasible title to, and be the owner of, each Mortgage Loan subject to no Lien;
(xv) All parties which have had any interest in the Mortgage Loan, whether as originator, mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were): (A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state so as to require qualification or licensing, or (E) not otherwise required to be licensed in such state. All
parties which have had any interest in the Mortgage Loan were in compliance with any and all applicable “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property is located or were not required to be licensed in such state;
(xvi) The Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA lender’s title insurance policy acceptable to FNMA and FHLMC (which, in the case of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1), issued by a title insurer acceptable to FNMA and FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained above in (x)(a) and (b) and, with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause (d)) the Seller, its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress to and from the Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein. The Seller is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy;
(xvii) There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and the Seller has not waived any default, breach, violation or event of acceleration;With respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Final Mortgage Loan Schedule) (i) the First Lien is in full force and effect, (ii) there is no default, breach, violation or event of acceleration existing under such First Lien mortgage or the related mortgage note, (iii) no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder, and either (A) the First Lien mortgage contains a provision which allows or (B) applicable law requires, the mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords such mortgagee an opportunity to cure any default by payment in full or otherwise under the First Lien mortgage;
(xviii) There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;
(xix) All improvements which were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property;
(xx) The Mortgage Loan was originated by the Seller or by a savings and loan association, a savings bank, a commercial bank or similar banking institution which is supervised and examined by a federal or state authority, or by a mortgagee approved as such by the Secretary of HUD.
(xxi) Payments on the Mortgage Loan shall commence (with respect to any newly originated Mortgage Loans) or commenced no more than sixty days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is payable on the first day of each month in Monthly Payments, which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient to fully amortize the original principal balance over the original term thereof (other than with respect to a Mortgage Loan identified on the related Mortgage Loan Schedule as an interest-only Mortgage Loan during the interest-only period) and to pay interest at the related Mortgage Interest Rate, and (B) in the case of an Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage Loan is as defined in the related Mortgage Loan Schedule. With respect to each Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only period shall not exceed the period specified on the Mortgage Loan Schedule and following the expiration of such interest-only period, the remaining Monthly Payments shall be sufficient to fully amortize the original principal balance over the remaining term of the Mortgage Loan. The Mortgage Note does not permit negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;
(xxii) The origination, servicing and collection practices used by the Seller with respect to each Mortgage Note and Mortgage, including without limitation the establishment, maintenance and servicing of the Escrow Accounts and Escrow Payments, if any, since origination have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry. The Mortgage Loan has been serviced by the Seller and any predecessor servicer in accordance with all applicable laws, rules and regulations, the terms of the Mortgage Note and Mortgage, and the FNMA and FHLMC servicing guides. With respect to any Mortgage Loan which provides for an adjustable interest rate, all rate adjustments have been performed in accordance with the terms of the related Mortgage Note or subsequent modifications, if any. With respect to escrow deposits and Escrow Payments(other than with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan and for which the mortgagee under the First Lien is collecting Escrow Payments (as reflected on the Mortgage Loan Schedule)), if any, all such payments are in the possession of, or under the control of, the Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under any Mortgage or the related Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Seller for any work on a Mortgaged Property which has not been completed;
(xxiii) The Mortgaged Property is free of damage and waste and there is no proceeding pending for the total or partial condemnation thereof;
(xxiv) The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (a) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The Mortgaged Property has not been subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage. The Mortgagor has not notified the Seller and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act;
(xxv) The Mortgage Loan was underwritten in accordance with the underwriting standards of the Seller in effect at the time the Mortgage Loan was originated which underwriting standards satisfy the standards of FNMA and FHLMC; and the Mortgage Note and Mortgage are on forms acceptable to FNMA and FHLMC;
(xxvi) The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (x) above;
(xxvii) The Mortgage File contains an appraisal of the related Mortgaged Property which, (a) with respect to First Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with an interior inspection, or (b) with respect to Second Lien Mortgage Loans, was on appraisal form 704, 2065 or 2055 with an exterior only inspection, and (c) with respect to (a) or (b) above, was made and signed, prior to the approval of the Mortgage Loan application, by a qualified appraiser, duly appointed by the Seller, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the Mortgage Loan and who met the minimum qualifications of FNMA and FHLMC. Each appraisal of the Mortgage Loan was made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;
(xxviii) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;
(xxix) |
With respect to each Buydown Mortgage Loan: |
(a) On or before the date of origination of such Mortgage Loan, the Seller and the Mortgagor, or the Seller, the Mortgagor and the seller of the Mortgaged Property or a third party entered into a Buydown Agreement. The Buydown Agreement
provides that the seller of the Mortgaged Property (or third party) shall deliver to the Seller temporary Buydown Funds in an amount equal to the aggregate undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly Payment due on such Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to qualify for the Buydown Mortgage Loan for the first six months of the term of such Mortgage Loan at an interest rate of not more than 1.0% less per annum than the Mortgage Interest Rate. The effective interest rate will increase in the seventh month of the Buydown Mortgage Loan so that the effective interest rate will be equal to the interest rate as set forth in the related Mortgage Note.
(b) The Mortgage and Mortgage Note reflect the permanent payment terms rather than the payment terms of the Buydown Agreement. The Buydown Agreement provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date that the Buydown Funds are not available. The Buydown Funds were not used to reduce the original principal balance of the Mortgage Loan or to increase the Appraised Value of the Mortgaged Property when calculating the Loan-to-Value Ratios for purposes of this Agreement and, if the Buydown Funds were provided by the Seller and if required under Agency Guidelines, the terms of the Buydown Agreement were disclosed to the appraiser of the Mortgaged Property;
(c) The Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor makes a principal payment for the outstanding balance of the Mortgage Loan; and
(d) As of the date of origination of the Mortgage Loan, the provisions of the related Buydown Agreement complied with the requirements of FNMA and FHLMC regarding buydown agreements.
(xxx) The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage File;
(xxxi) No Mortgage Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property;
(xxxii) The Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value of the Mortgage Loan;
(xxxiii) Each Mortgage Loan with an LTV at origination in excess of 80% is and will be subject to a Primary Insurance Policy, issued by a Qualified Insurer, which insures that portion of the Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged Property required by FNMA. All provisions of such Primary Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. Any Mortgage subject to any such Primary Insurance Policy obligates the Mortgagor thereunder to maintain such insurance and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan does not include any such insurance premium;
(xxxiv) The Mortgaged Property is lawfully occupied under applicable law; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. No improvement located on or being part of any Mortgaged Property is in violation of any applicable zoning and subdivision law, ordinance or regulation;
(xxxv) No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of any person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;
(xxxvi) The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;
(xxxvii) (xxxi) Any principal advances made to the Mortgagor prior to the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term reflected on the Mortgage Loan Schedule. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having (A) first lien priority with respect to each Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien priority with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case, by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to FNMA and FHLMC. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;
(xxxviii) |
No Mortgage Loan has a balloon payment feature; |
(xxxix) If the Residential Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the eligibility requirements of FNMA and FHLMC;
(xl) No Mortgage Loan which is a Cash-out Refinancing was originated in the State of Texas;
(xli) The source of the down payment with respect to each Mortgage Loan has been fully verified by the Seller;
(xlii) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;
(xliii) The Mortgaged Property is in material compliance with all applicable environmental laws pertaining to environmental hazards including, without limitation, asbestos, and neither the Seller nor, to the Seller’s knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law;
(xliv) No Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity Protection Act of 1994, as amended (“HOEPA”), (b) a “high cost”, “covered”, “abusive”, “predatory”, “Section 10” or “high risk” mortgage loan (or a similarly designated loan using different terminology) under any federal, state or local law, or any other statute or regulation providing assignee liability to holders of such mortgage loans, or (c) in violation of any such or comparable federal, state or local statutes or regulations. No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in the Standard & Poor’s LEVELS Version 5.6 Glossary Revised, Appendix E as of the related Closing Date);
(xlv) No predatory, abusive or deceptive lending practices, including but not limited to, the extension of credit to a mortgagor without regard for the mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a mortgagor which has no apparent benefit to the mortgagor, were employed in connection with the origination of the Mortgage Loan;
(xlvi) None of the proceeds of the Mortgage Loan were used to finance the purchase of single premium credit life or disability insurance policies or any comparable insurance;
(xlvii) The Mortgage Loans were not selected from the outstanding fixed rate one to four-family mortgage loans in the Seller’s portfolio at the related Closing Date as to which the representations and warranties set forth in this Agreement could be made in a manner so as to affect adversely the interests of the Purchaser;
(xlviii) The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder;
(xlix) The Mortgage Loan complies with all applicable consumer credit statutes and regulations, including, without limitation, the respective Uniform Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly licensed entity, and in all other respects, complies with all of the material requirements of any such applicable laws;
(l) The information set forth in the Prepayment Charge Schedule is complete, true and correct in all material respects and each Prepayment Charge is permissible, enforceable and collectable under applicable federal and state law;
(li) The Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller has not received notification from a Mortgagor that a prepayment in full shall be made after the Closing Date;
(lii) The seller has no knowledge of any circumstances or condition with respect to the Mortgage, the mortgaged property, the Mortgagor or the Mortgagor’s credit standing that can be reasonably be expected to cause the mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value of the Mortgage Loan;
(liii) No Mortgage Loan is a “home loan” under the Georgia Fair Lending Act, or each Mortgage Loan secured by a mortgaged property located in the State of Georgia was originated after March 7, 2003;
(liv) No Mortgage Loan is secured by cooperative housing, commercial property or mixed use property; and
(xlxv) Each Mortgage Loan is eligible for sale in the secondary market or for inclusion in a Pass-Through Transfer without unreasonable credit enhancement.
(lvi) With respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded, or has been delivered for recording to the applicable recording office;
(lvii)With respect to each MOM Loan, Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS;
(lviii) With respect to each Mortgage Loan which is a Second Lien, (i) the related first lien does not permit negative amortization, and (ii) either no consent for the Mortgage Loan is required by the holder of the first lien or such consent has been obtained and is contained in the Mortgage File;
(lix) The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and is improved by a Residential Dwelling;
(lx) No Mortgage Loan had an original term to maturity of more than thirty (30) years;
(lxi) The Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment Charges specifically authorizes such Prepayment Charges to be collected, such Prepayment Charges are permissible and enforceable in accordance with the terms of the related Mortgage Loan Documents and all applicable federal, state and local laws (except to the
extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally or the collectability thereof may be limited due to acceleration in connection with a foreclosure) and each Prepayment Charge was originated in compliance with all applicable federal, state and local laws;
(lxii) The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”). The Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws; no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations;
(lxiii) The sale or transfer of the Mortgage Loan by the Seller complies with all applicable federal, state, and local laws, rules, and regulations governing such sale or transfer, including, without limitation, the Fair and Accurate Credit Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be amended from time to time, and the Seller has not received any actual or constructive notice of any identity theft, fraud, or other misrepresentation in connection with such Mortgage Loan or any party thereto;
(lxiv) Each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);
(lxv) The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (xi) above;
(lxvi) The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;
(lxvii) Each original Mortgage was recorded and all subsequent assignments of the original Mortgage (other than the assignment to the Purchaser) have been recorded, or are in the process of being recorded, in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable form (except for the name of the assignee which is blank) and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;
(lxviii) Each Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section 50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been originated in compliance with the provisions of Article XVI, Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes and the Texas Finance Code. With respect to each Texas Refinance Loan that is a Cash Out Refinancing, the related Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance Loan in whole or in part without incurring a Prepayment Charge. The Seller does not collect any such Prepayment Charges in connection with any such Texas Refinance Loan;
(lxix) The Seller shall, at its own expense, cause each Mortgage Loan to be covered by a “life of loan” Tax Service Contract which is assignable to the Purchaser or its designee at no cost to the Purchaser or its designee; provided however, that if the Seller fails to purchase such Tax Service Contract, the Seller shall be required to reimburse the Purchaser for all costs and expenses incurred by the Purchaser in connection with the purchase of any such Tax Service Contract;
(lxx) Each Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which is assignable to the Purchaser or its designee at no cost to the Purchaser or its designee or, for each Mortgage Loan not covered by such Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone Service Contract;
(lxxi) Each Mortgage Loan has a valid and original Credit Score, with a minimum Credit Score as set forth in the related Confirmation;
(lxxii) No Mortgage Loan originated or modified on or after October 1, 2002 and prior to March 7, 2003 is secured by a Mortgaged Property located in the State of Georgia;
(lxxiii) No Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one hundred percent of the amount financed of any purchase money Second Lien Mortgage Loan subject to the NJ Act was used for the purchase of the related Mortgaged Property;
(lxxiv) With respect to any Mortgage Loan for which a mortgage loan application was submitted by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a Mortgage Property located in the State of Illinois is in violation of the provisions of the Illinois Interest Act, including Section 4.1a which provides that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Mortgage Loan;
(lxxv) No Mortgage Loan is secured in whole or in part by the interest of the Mortgagor as a lessee under a ground lease of the related Mortgaged Property;
(lxxvi) No Mortgage Loan secured by a Mortgaged Property located in the Commonwealth of Massachusetts was made to pay off or refinance an existing loan or other debt of the related borrower (as the term “borrower” is defined in the regulations promulgated by the Massachusetts Secretary of State in connection with Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage Interest Rate (that would be effective once the introductory rate expires, with respect to Adjustable Rate Mortgage Loans) did or would not
exceed by more than 2.25% the yield on United States Treasury securities having comparable periods of maturity to the maturity of the related Mortgage Loan as of the fifteenth day of the month immediately preceding the month in which the application for the extension of credit was received by the related lender or (b) the Mortgage Loan is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx 4880 (2004)) and the related Mortgage Note provides that the related Mortgage Interest Rate may not exceed at any time the Prime rate index as published in The Wall Street Journal plus a margin of one percent, or (2) such Mortgage Loan is in the "borrower's interest," as documented by a "borrower's interest worksheet" for the particular Mortgage Loan, which worksheet incorporates the factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations promulgated thereunder for determining "borrower's interest," and otherwise complies in all material respects with the laws of the Commonwealth of Massachusetts;
(lxxvii) The Mortgagor has not made or caused to be made any payment in the nature of an “average” or “yield spread premium” to a mortgage broker or a like Person which has not been fully disclosed to the Mortgagor;
(lxxviii) |
[Reserved]; |
(lxxix) With respect to any Mortgage Loan that contains a provision permitting imposition of a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge in exchange for a monetary benefit, including but not limited to a Mortgage Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage Loan that did not require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state and federal law, (iv) for Mortgage Loans originated on or after September 1, 2004, the duration of the prepayment period shall not exceed three (3) years from the date of the Mortgage Note, unless the Mortgage Loan was modified to reduce the prepayment period to no more than three years from the date of the Mortgage Note and the Mortgagor was notified in writing of such reduction in the prepayment period, (v) no Mortgage Loan originated prior to October 1, 2002 has a Prepayment Charge longer than five years (vi) notwithstanding any state or federal law to the contrary, the Seller shall not impose such Prepayment Charge in any instance when the Mortgage debt is accelerated as the result of the Mortgagor’s default in making the Monthly Payments; Each Prepayment Charge is permissible, collectable and enforceable.
(lxxx) No predatory, abusive or deceptive lending practices, including but not limited to, the extension of credit to a Mortgagor without regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a Mortgagor which has no tangible net benefit to the Mortgagor, were employed in connection with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements of FNMA’s Selling Guide. No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Mortgage Loan’s originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator. If, at the time of the related loan application, the
Mortgagor may have qualified for a lower cost credit product then offered by any mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage Loan’s originator referred the Mortgagor’s application to such affiliate for underwriting consideration;
(lxxxi) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the Mortgagor’s income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;
(lxxxii) All points, fees and charges, including finance charges (whether or not financed, assessed, collected or to be collected), in connection with the origination and servicing of each Mortgage Loan were disclosed in writing to the related Mortgagor in accordance with applicable state and federal law and regulation. Except in the case of a Mortgage Loan in an original principal amount of less than $60,000 which would have resulted in an unprofitable origination, no related Mortgagor was charged “points and fees” (whether or not financed) in an amount greater than 5% of the principal amount of such loan, such 5% limitation is calculated in accordance with FNMA’s anti-predatory lending requirements as set forth in the FNMA Selling Guide;
(lxxxiii) The Seller will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Mae Guide Announcement 95-19 and for each Mortgage Loan, Seller agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;
(lxxxiv) No Mortgagor was required to purchase any credit life, disability, accident or health insurance product or debt cancellation agreement as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit life, disability, accident or health insurance policy in connection with the origination of the Mortgage Loan, and no proceeds from any Mortgage Loan were used to finance single-premium credit insurance policies or debt cancellation agreements as part of the origination of, or as a condition to closing, such Mortgage Loan;
(lxxxv) The Seller and any predecessor servicer has fully furnished, 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 (three of the credit repositories) on a monthly basis; and the Seller will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Credit Information Company (three of the credit repositories), on a monthly basis;
(lxxxvi) With respect to each Mortgage Loan, neither the related Mortgage nor the related Mortgage Note requires the Mortgagor to submit to arbitration to resolve any
dispute arising out of or relating in any way to the Mortgage Loan transaction; No Mortgagor agreed to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction; and
(lxxxvii) The Seller has no knowledge of any condition or circumstance relating to such Mortgage Loan that would indicate that the current Appraised Value of the Mortgaged Property is less than the Appraised Value at the origination of such Mortgage Loan.
EXHIBIT E
REQUEST FOR RELEASE
TO: |
[applicable Custodian] |
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Re: |
Pooling and Servicing Agreement dated as of September 1, 2005, among Citigroup Mortgage Loan Trust Inc., as depositor, CitiMortgage, Inc. as master servicer and trust administrator, Citibank, N.A. as paying agent, certificate registrar and authenticating agent and U.S. Bank National Association as Trustee |
In connection with the administration of the Mortgage Loans held by you as Custodian for the Owner pursuant to the above-captioned Pooling and Servicing Agreement and the applicable Custodian Agreement, we request the release, and hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
______________ |
1. |
Mortgage Paid in Full |
______________ |
2. |
Foreclosure |
______________ |
3. |
Substitution |
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4. |
Other Liquidation (Repurchases, etc.) |
______________ |
5. |
Nonliquidation |
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Reason:______________________________________________
Address to which Trustee should
Deliver the Custodian's Mortgage File:
[____________]
[____________]
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By: ______________________________ |
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(authorized signer) |
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Issuer:______________________________ |
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Address: |
_____________________________________ |
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Date: _________________________________
Custodian |
_____________________________________ |
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Please acknowledge the execution of the above request by your signature and date below:
_____________________________________ Signature |
Date |
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Documents returned to Custodian: |
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____________________________________ Trustee |
Date |
EXHIBIT F-1
FORM OF TRANSFEROR REPRESENTATION LETTER
[Date]
Citigroup, N.A.
000 Xxxxxxxxx Xx
Xxx Xxxx, XX 00000
ATTENTION: CMLTI, SERIES 2005-7
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Re: |
Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-7, 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, CitiMortgage, Inc. as trust administrator and master servicer, CitiBank, N.A. as paying agent, certificate registrar and authenticating agent and U.S. Bank National Association as Trustee (the “Pooling and Servicing Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates were issued.
Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
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Very truly yours,
[Transferor]
By:_____________________________________ Name: Title:
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FORM OF TRANSFEREE REPRESENTATION LETTER
[Date]
Citigroup, N.A.
000 Xxxxxxxxx Xx
Xxx Xxxx, XX 00000
ATTENTION: CMLTI, SERIES 2005-7
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Re: |
Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-7, Class ___, representing a ___% Percentage Interest |
Ladies and Gentlemen:
In connection with the purchase from ______________________ (the “Transferor”) on the date hereof of the captioned trust certificates (the “Certificates”), _______________ (the “Transferee”) hereby certifies as follows:
1. The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made in reliance on Rule 144A. The Transferee is acquiring the Certificates for its own account or for the account of a qualified institutional buyer, and understands that such Certificate may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act.
2. The Transferee has been furnished with all information regarding (a) the Certificates and distributions thereon, (b) the nature, performance and servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement referred to below, and (d) any credit enhancement mechanism associated with the Certificates, that it has requested.
All capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as of September 1, 2005, among Citigroup Mortgage Loan Trust Inc. as depositor, CitiMortgage, Inc. as master servicer and trust administrator, Citibank, N.A. as paying agent, certificate registrar and authenticating agent and U.S. Bank National Association as Trustee, pursuant to which the Certificates were issued.
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[TRANSFEREE]
By: ______________________________ Name: Title: |
ANNEX 1 TO EXHIBIT F
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and U.S. Bank National Association, as Trustee, with respect to the mortgage pass-through certificates (the “Certificates”) described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:
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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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2. |
In connection with purchases by the Transferee, the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a discretionary basis $______________________1 in securities (except for the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below. |
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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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_________________________
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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BROKER-DEALER. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. |
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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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3. |
The term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps. |
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4. |
For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee's direction. However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934. |
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5. |
The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A. |
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___ |
Will the Transferee be purchasing the Certificates only for the Transferee's own account? |
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6. |
If the answer to the foregoing question is “no”, the Transferee agrees that, in connection with any purchase of securities sold to the Transferee for the account of a third party (including any separate account) in reliance on Rule 144A, the Transferee will only purchase for the account of a third party that at the time is a “qualified institutional buyer” within the meaning of Rule 144A. In addition, the Transferee agrees that the Transferee will not purchase securities for a third party unless the Transferee has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of “qualified institutional buyer” set forth in Rule 144A. |
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7. |
The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties updated annual financial statements promptly after they become available. |
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Dated:
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___________________________________ Print Name of Transferee
By: _______________________________ Name: 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:
___________________________________ Print Name of Transferee or Advisor
By:________________________________ Name: Title:
IF AN ADVISER:
___________________________________ Print Name of Transferee |
FORM OF TRANSFEREE REPRESENTATION LETTER
The undersigned hereby certifies on behalf of the purchaser named below (the “Purchaser”) as follows:
1. |
I am an executive officer of the Purchaser. |
2. |
The Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule 144A”) under the Securities Act of 1933, as amended. |
3. |
As of the date specified below (which is not earlier than the last day of the Purchaser's most recent fiscal year), the amount of “securities”, computed for purposes of Rule 144A, owned and invested on a discretionary basis by the Purchaser was in excess of $100,000,000. |
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Name of Purchaser ___________________________________
By: _____________________________ Name: Title:
Date of this certificate:
Date of information provided in paragraph 3 |
EXHIBIT F-2
FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
STATE OF_____________ |
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ss.: |
COUNTY OF___________ |
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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 ______________, the record owner of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-7, Class R Certificates, (the “Class R Certificates”), on behalf of whom I make this affidavit and agreement. Capitalized terms used but not defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement pursuant to which the Class R Certificates were issued.
2. The Owner (i) is and will be a “Permitted Transferee” as of ____________, 20__ and (ii) is acquiring the Class R Certificates for its own account or for the account of another Owner from which it has received an affidavit in substantially the same form as this affidavit. A “Permitted Transferee” is any person other than a “disqualified organization” or a possession of the United States. For this purpose, a “disqualified organization” means the United States, any state or political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is not selected by any such governmental entity) or any foreign government, international organization or any agency or instrumentality of such foreign government or organization, any rural electric or telephone cooperative, or any organization (other than certain farmers' cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business taxable income.
3. The Owner is aware (i) of the tax that would be imposed on transfers of the Class R Certificates to disqualified organizations under the Internal Revenue Code of 1986 that applies to all transfers of the Class R Certificates after March 31, 1988; (ii) that such tax would be on the transferor or, if such transfer is through an agent (which person includes a broker, nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that the person otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the transferee is a Permitted Transferee and, at the time of transfer, such person does not have actual knowledge that the affidavit is false; and (iv) that each of the Class R Certificates may be a “noneconomic residual interest” within the meaning of proposed Treasury regulations promulgated under 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 is to impede the assessment or collection of tax.
4. The Owner is aware of the tax imposed on a “pass-through entity” holding the Class R Certificates if, at any time during the taxable year of the pass-through entity, a non-Permitted Transferee is the record holder of an interest in such entity. (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.)
5. The Owner is aware that the Trustee will not register the transfer of any Class R Certificate unless the transferee, or the transferee's agent, delivers to the Trustee, among other things, an affidavit in substantially the same form as this affidavit. The Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any of the representations contained in such affidavit and agreement are false.
6. The Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificates will only be owned, directly or indirectly, by an Owner that is a Permitted Transferee.
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The Owner's taxpayer identification number is _________________. |
8. The Owner has reviewed the restrictions set forth on the face of the Class R Certificates and the provisions of Section 5.02(d) of the Pooling and Servicing Agreement under which the Class R Certificates were issued (in particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize the Trustee to deliver payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event that the Owner holds such Certificate in violation of Section 5.02(d)); and that the Owner expressly agrees to be bound by and to comply with such restrictions and provisions.
9. The Owner is not acquiring and will not transfer the Class R Certificates in order to impede the assessment or collection of any tax.
10. The Owner anticipates that it will, so long as it holds the Class R Certificates, have sufficient assets to pay any taxes owed by the holder of such Class R Certificates, and hereby represents to and for the benefit of the person from whom it acquired the Class R Certificates that the Owner intends to pay taxes associated with holding such Class R Certificates as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificates.
11. The Owner has no present knowledge that it may become insolvent or subject to a bankruptcy proceeding for so long as it holds the Class R Certificates.
12. The Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain outstanding.
13. The Owner is not acquiring the Class R Certificates with the intent to transfer the Class R Certificates to any person or entity that will not have sufficient assets to pay any taxes owed by the holder of such Class R Certificates, or that may become insolvent or subject to a bankruptcy proceeding, for so long as the Class R Certificates remain outstanding.
14. The Owner will, in connection with any transfer that it makes of the Class R Certificates, obtain from its transferee the representations required by Section 5.02(d) of the
Pooling and Servicing Agreement under which the Class R Certificate were issued and will not consummate any such transfer if it knows, or knows facts that should lead it to believe, that any such representations are false.
15. The Owner will, in connection with any transfer that it makes of the Class R Certificates, deliver to the Trustee an affidavit, which represents and warrants that it is not transferring the Class R Certificates to impede the assessment or collection of any tax and that it has no actual knowledge that the proposed transferee: (i) has insufficient assets to pay any taxes owed by such transferee as holder of the Class R Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding for so long as the Class R Certificates remains outstanding; and (iii) is not a “Permitted Transferee”.
16. The Owner is 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 or any political subdivision thereof, or an estate or trust whose income from sources without the United States may be included in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States.
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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Title: [Vice] President |
ATTEST:
By:_________________________________
Name:
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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 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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County of __________________ |
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My Commission expires: |
FORM OF TRANSFEROR AFFIDAVIT
STATE OF_____________ |
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COUNTY OF___________ |
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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 (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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Title: [Vice] President |
ATTEST:
By:______________________________
Name:
Title: |
[Assistant] Secretary |
Personally appeared before me the above-named , known or proved to me to be the same person who executed the foregoing instrument and to be a [Vice] President of the Owner, and acknowledged to me that [he/she] executed the same as [his/her] free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this ____ day of __________, 20___.
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EXHIBIT G
FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
[Date]
Citigroup, N.A.
000 Xxxxxxxxx Xx
Xxx Xxxx, XX 00000
Attention: CMLTI, Series 2005-7
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Re: |
Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-7, Class ___ |
Dear Sirs:
_______________________ (the “Transferee”) intends to acquire from _____________________ (the “Transferor”) $____________ Initial Certificate Principal Balance of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-7, Class I- [B-4] [B-5] [B-6] [R], II-[B-4] [B-5] [B-6] [R] or III-[B-4] [B-5] [B-6] [R], (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of [___], among Citigroup Mortgage Loan Trust Inc. as depositor (the “Depositor”), CitiMortgage, Inc. as master servicer (the”Master Servicer”) and trust administrator, Citibank N.A., as paying agent, certificate registrar and authenticating agent and U.S. Bank National Association as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to, and covenants with the Depositor, the Trustee and the Master Servicer that:
The Certificates (i) are not being acquired by, and will not be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being acquired with “plan assets” of a Plan within the meaning of the Department of Labor (“DOL”) regulation, 29 C.F.R.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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EXHIBIT H
FORM OF MASTER SERVICER CERTIFICATION
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Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-7 |
I, [identify the certifying individual], certify that:
1. I have reviewed the information required to be provided to the Trustee by the Master Servicer pursuant to the Pooling and Servicing Agreement (the “Servicing Information”);
2. Based on my knowledge, the Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the Servicing Information required to be provided to the Trustee by the Master Servicer has been provided as required under the Pooling and Servicing Agreement;
4. I am responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance review required under the Pooling and Servicing Agreement, and except as disclosed by written notice to the Trustee or in the annual compliance statement or certified public accountant's report required to be delivered to the Trustee in accordance with the terms of the Pooling and Servicing Agreement (which has been so delivered to the Trustee), the Master Servicer has, for the period covered by the Form 10-K Annual Report, fulfilled its obligations under the Pooling and Servicing Agreement; and
5. The Master Servicer has disclosed to its certified public accountants and the Depositor all significant deficiencies relating to the Master 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 procedure, 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 [___] (the “Pooling and Servicing Agreement”), among the Depositor as depositor, CitiMortgage, Inc. as master servicer and trust administrator, Citibank, N.A. as paying agent, certificate registrar and authenticating agent and U.S. Bank National Association as trustee.
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CITIMORTGAGE, INC. | ||||||
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SCHEDULE 1
MORTGAGE LOAN SCHEDULE
LOANID PRODUCT GROUP POOL_NAME SERVICERNM ------ ------- ----- --------- ---------- 747103 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747245 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747369 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747166 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747334 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747529 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747328 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747317 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747141 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747618 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747374 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747085 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747378 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747445 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747430 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747588 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747191 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747539 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747587 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747545 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747425 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747061 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747282 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747483 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747041 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747115 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747557 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747199 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747032 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747619 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747416 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747148 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747250 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747525 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747210 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747298 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747632 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747463 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747520 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747563 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747347 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747467 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747059 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747565 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747414 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747389 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747420 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747398 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747628 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747078 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747602 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747107 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747462 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747183 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747120 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747212 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 747321 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 768361 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768362 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768363 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768364 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768365 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768366 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768367 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768368 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768369 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768370 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768371 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768372 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768373 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768374 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768375 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768376 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768377 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768378 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768379 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768380 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768381 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768382 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768383 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768384 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768385 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768386 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768387 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768388 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768389 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768390 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768391 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768392 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768393 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768394 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768395 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768396 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768397 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768398 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768399 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768400 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768401 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768402 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768403 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768404 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768405 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768406 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768407 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768408 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768409 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768410 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768411 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768412 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768413 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768414 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768415 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768416 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768417 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768418 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768419 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768420 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768421 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768422 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768423 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768424 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768425 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768426 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768427 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768428 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768429 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768430 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768431 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768432 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768433 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768434 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768435 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768436 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768437 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768438 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768439 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768440 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768441 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768442 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768443 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768444 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768445 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768446 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768447 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768448 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768449 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768450 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768451 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768452 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768453 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768454 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768455 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768456 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768457 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768458 PRIME-ARMS HYBRID-7-1 Group 2-3 COUNTRYWIDE 768459 PRIME-ARMS HYBRID-7-1 Group 2-3 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PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768306 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768307 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 768308 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 768309 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768310 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768311 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768312 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768313 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768314 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768315 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768316 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768317 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768318 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 768319 PRIME-ARMS HYBRID-7-6 Group 2-3 GREENPOINT 768320 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768321 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768322 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768323 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 768324 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 768325 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768326 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768327 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768328 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768329 PRIME-ARMS HYBRID-7-6 Group 2-3 GREENPOINT 768330 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 768331 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 768332 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768333 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 768334 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768335 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768336 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768337 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768338 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768339 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768340 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768341 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 768342 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768343 PRIME-ARMS HYBRID-7-6 Group 2-2 GREENPOINT 768344 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768345 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 768346 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768347 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768348 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768349 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 768350 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768351 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768352 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768353 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768354 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768355 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 768356 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768357 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768358 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 768359 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 768360 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769079 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769080 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769081 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769082 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769083 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769084 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769085 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769086 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769087 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769088 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769089 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769090 PRIME-ARMS HYBRID-7-6 Group 2-2 GREENPOINT 769091 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769092 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769093 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769094 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769095 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769096 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769097 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769098 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769099 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769100 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769101 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769102 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769103 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769104 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769105 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769106 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769107 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769108 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769109 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769110 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769111 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769112 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769113 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769114 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769115 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769116 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769117 PRIME-ARMS HYBRID-7-6 Group 2-2 GREENPOINT 769118 PRIME-ARMS HYBRID-7-6 Group 2-2 GREENPOINT 769119 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769120 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769121 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769122 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769123 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769124 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769125 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769126 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769127 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769128 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769129 PRIME-ARMS HYBRID-7-6 Group 2-2 GREENPOINT 769130 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769131 PRIME-ARMS HYBRID-7-6 Group 2-3 GREENPOINT 769132 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769133 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769134 PRIME-ARMS HYBRID-7-6 Group 2-2 GREENPOINT 769135 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769136 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769137 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769138 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769139 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769140 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769141 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769142 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769143 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769144 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769145 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769146 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769147 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769148 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769149 PRIME-ARMS HYBRID-7-6 Group 2-2 GREENPOINT 769150 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769151 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769152 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769153 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769154 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769155 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769156 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769157 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769158 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769159 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769160 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769161 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769162 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769163 PRIME-ARMS HYBRID10-6 Group 2-5 GREENPOINT 769164 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769165 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769166 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769167 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769168 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769169 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769170 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769171 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769172 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769173 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769174 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769175 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769176 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769177 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769178 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769179 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769180 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769181 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769182 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769183 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769184 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769185 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769186 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769187 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769188 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769189 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769190 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769191 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769192 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769193 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769194 PRIME-ARMS HYBRID-7-6 Group 2-2 GREENPOINT 769195 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769196 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769197 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769198 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769199 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769200 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769201 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769202 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769203 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769204 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769205 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769206 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769207 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769208 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769209 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769210 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769211 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769212 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769213 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769214 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769215 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769216 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769217 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769218 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769219 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769220 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769221 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769222 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769223 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769224 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769225 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769226 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769227 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769228 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769229 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769230 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769231 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769232 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769233 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769234 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769235 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769236 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769237 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769238 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769239 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769240 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769241 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769242 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769243 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769244 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769245 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769246 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769247 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769248 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769249 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769250 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769251 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769252 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769253 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769254 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769255 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769256 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769257 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769258 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769259 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769260 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769261 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769262 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769263 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769264 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769265 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769266 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769267 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769268 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769269 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769270 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769271 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769272 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769273 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769274 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769275 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769276 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769277 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769278 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769279 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769280 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769281 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769282 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769283 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769284 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769285 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769286 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769287 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769288 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769289 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769290 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769291 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769292 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769293 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769294 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769295 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769296 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769297 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769298 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769299 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769300 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769301 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769302 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769303 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PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769324 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769325 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769326 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769327 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769328 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769329 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769330 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769331 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769332 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769333 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769334 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769335 PRIME-ARMS HYBRID-3-6 Group 1-2 GREENPOINT 769336 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769337 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769338 PRIME-ARMS HYBRID-2-6 Group 1-1 GREENPOINT 769339 PRIME-ARMS HYBRID-5-6 Group 1-4 GREENPOINT 769340 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769341 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769342 PRIME-ARMS HYBRID-3-6 Group 1-3 GREENPOINT 769343 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HYBRID-3-1 Group 1-2 SUNTRUST 766876 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766877 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766878 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766879 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766880 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766881 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766882 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766883 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766884 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766885 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766886 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766887 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 766888 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 766889 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766890 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766891 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766892 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766893 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766894 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766895 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766896 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766897 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766898 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766899 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 766900 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 766901 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766902 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766903 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 766904 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766905 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766906 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 766907 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766908 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766909 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766910 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766911 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766912 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766913 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766914 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766915 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766916 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766917 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766918 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766919 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766920 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766921 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766922 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766923 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766924 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766925 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766926 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766927 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766928 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766929 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766930 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766931 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766932 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766933 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766934 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766935 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766936 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766937 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766938 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766939 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766940 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766941 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 766942 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 766943 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766944 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766945 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766946 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766947 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 766948 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766949 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766950 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766951 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766952 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766953 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766954 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766955 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766956 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766957 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766958 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766959 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766960 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766961 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766962 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766963 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766964 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766965 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766966 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766967 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766968 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766969 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766970 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766971 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766972 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766973 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766974 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766975 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766976 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766977 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766978 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766979 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766980 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766981 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766982 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766983 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766984 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766985 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766986 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766987 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766988 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766989 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766990 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766991 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766992 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766993 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766994 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766995 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766996 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766997 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766998 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 766999 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767000 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767001 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767002 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767003 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767004 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767005 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767006 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767007 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767008 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767009 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767010 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767011 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767012 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767013 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767014 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767015 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767016 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767017 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767018 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767019 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767020 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767021 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767022 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767023 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767024 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767025 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767026 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767027 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767028 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767029 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767030 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767031 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767032 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767033 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767034 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767035 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767036 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767037 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767038 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767039 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767040 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767041 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767042 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767043 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767044 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767045 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767046 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767047 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767048 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767049 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767050 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767051 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 767052 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767053 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767054 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767055 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767056 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767057 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767058 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767059 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767060 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767061 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767062 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767063 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767064 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767065 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767066 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767067 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 767068 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767069 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767070 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767071 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767072 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767073 ALT-A-ARMS HYBRID-3-1 Group 1-3 SUNTRUST 767074 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767075 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767076 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767077 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767078 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767079 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767080 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767081 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767082 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767083 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767084 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767085 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767086 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767087 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767088 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767089 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767090 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767091 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767092 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767093 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767094 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767095 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767096 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767097 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767098 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767099 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767100 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767101 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767102 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767103 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767104 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767105 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767106 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767107 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767108 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767109 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767110 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767111 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767112 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767113 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767114 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767115 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767116 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767117 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767118 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767119 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767120 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767121 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767122 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767123 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767124 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767125 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767126 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767127 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767128 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767129 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767130 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767131 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767132 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767133 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767134 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767135 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767136 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767137 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767138 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767139 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767140 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767141 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767142 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767143 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767144 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767145 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767146 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767147 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767148 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767149 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767150 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767151 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767152 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 767153 ALT-A-ARMS HYBRID-3-1 Group 1-2 SUNTRUST 764005 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764006 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764007 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764008 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764009 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764010 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764011 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764012 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764013 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764014 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764015 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764016 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764017 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764018 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764019 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764020 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764021 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764022 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764023 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764024 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764025 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764026 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764027 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764028 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764029 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764030 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764031 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764032 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764033 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764034 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764035 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764036 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764037 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764038 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764039 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764040 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764041 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764042 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764043 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764044 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764045 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764046 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764047 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764048 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764049 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764050 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764051 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764052 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764053 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764054 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764055 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764056 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764057 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764058 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764059 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764060 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764061 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764062 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764063 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764064 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764065 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764066 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764067 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764068 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764069 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764070 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764071 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764072 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764073 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764074 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764075 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764076 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764077 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764078 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764079 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764080 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764081 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764082 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764083 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764084 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764085 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764086 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764087 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764088 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764089 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764090 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764091 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764092 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764093 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764094 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764095 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764096 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764097 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764098 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764099 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764100 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764101 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764102 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764103 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764104 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764105 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764106 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764107 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764108 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764109 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764110 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764111 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764112 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764113 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764114 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764115 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764116 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764117 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764118 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764119 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764120 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764121 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764122 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764123 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764124 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764125 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764126 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764127 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764128 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764129 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764130 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764131 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764132 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764133 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764134 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764135 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764136 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764137 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764138 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764139 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764140 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764141 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764142 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764143 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764144 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764145 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764146 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764147 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764148 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764149 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764150 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764151 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764152 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764153 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764154 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764155 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764156 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764157 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764158 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764159 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764160 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764161 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764162 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764163 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764164 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764165 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764166 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764167 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764168 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764169 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764170 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764171 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764172 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764173 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764174 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764175 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764176 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764177 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764178 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764179 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764180 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764181 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764182 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764183 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764184 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764185 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764186 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764187 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764188 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764189 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764190 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764191 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764192 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764193 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764194 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764195 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764196 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764197 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764198 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764199 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764200 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764201 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764202 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764203 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764204 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764205 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764206 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764207 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764208 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764209 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764210 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764211 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764212 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764213 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764214 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764215 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764216 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764217 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764218 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764219 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764220 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764221 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764222 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764223 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764224 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764225 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764226 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764227 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764228 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764229 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764230 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764231 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764232 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764233 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764234 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764235 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764236 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764237 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764238 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764239 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764240 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764241 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764242 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764243 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764244 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764245 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764246 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764247 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764248 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764249 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764250 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764251 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764252 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764253 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764254 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764255 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764256 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764257 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764258 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764259 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764260 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764261 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764262 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764263 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764264 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764265 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764266 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764267 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764268 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764269 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764270 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764271 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764272 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764273 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764274 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764275 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764276 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764277 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764278 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764279 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764280 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764281 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764282 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764283 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764284 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764285 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764286 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764287 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764288 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764289 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764290 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764291 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764292 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764293 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764294 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764295 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764296 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764297 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764298 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764299 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764300 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764301 PRIME-ARMS HYBRID10-1 Group 2-5 XXXXX FARGO 764302 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764303 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764304 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764305 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764306 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764307 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764308 PRIME-ARMS HYBRID10-1 Group 2-4 XXXXX FARGO 764309 PRIME-ARMS 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COUNTRYWIDE INTEREST ONLY 1 Y 768464 COUNTRYWIDE INTEREST ONLY 1 Y 768465 COUNTRYWIDE P AND I 1 Y 768466 COUNTRYWIDE P AND I 1 N 768467 COUNTRYWIDE INTEREST ONLY 1 N 768468 COUNTRYWIDE INTEREST ONLY 1 Y 768469 COUNTRYWIDE INTEREST ONLY 1 Y 768470 COUNTRYWIDE INTEREST ONLY 1 Y 768471 COUNTRYWIDE INTEREST ONLY 1 Y 768472 COUNTRYWIDE INTEREST ONLY 1 N 768473 COUNTRYWIDE INTEREST ONLY 1 Y 768474 COUNTRYWIDE INTEREST ONLY 1 N 768475 COUNTRYWIDE INTEREST ONLY 1 Y 768476 COUNTRYWIDE INTEREST ONLY 1 N 768477 COUNTRYWIDE INTEREST ONLY 1 N 768478 COUNTRYWIDE INTEREST ONLY 1 N 768479 COUNTRYWIDE INTEREST ONLY 1 Y 768480 COUNTRYWIDE INTEREST ONLY 1 N 768481 COUNTRYWIDE INTEREST ONLY 1 Y 768482 COUNTRYWIDE INTEREST ONLY 1 N 768483 COUNTRYWIDE INTEREST ONLY 1 Y 768484 COUNTRYWIDE INTEREST ONLY 1 N 768485 COUNTRYWIDE INTEREST ONLY 1 Y 768486 COUNTRYWIDE INTEREST ONLY 1 Y 768487 COUNTRYWIDE INTEREST ONLY 1 Y 768488 COUNTRYWIDE INTEREST ONLY 1 N 768489 COUNTRYWIDE INTEREST ONLY 1 N 768490 COUNTRYWIDE INTEREST ONLY 1 N 768491 COUNTRYWIDE INTEREST ONLY 1 Y 768492 COUNTRYWIDE INTEREST ONLY 1 N 768493 COUNTRYWIDE P AND I 1 N 768494 COUNTRYWIDE P AND I 1 Y 768495 COUNTRYWIDE INTEREST ONLY 1 Y 768496 COUNTRYWIDE INTEREST ONLY 1 N 768497 COUNTRYWIDE INTEREST ONLY 1 N 768498 COUNTRYWIDE INTEREST ONLY 1 N 768499 COUNTRYWIDE INTEREST ONLY 1 N 768500 COUNTRYWIDE INTEREST ONLY 1 Y 768501 COUNTRYWIDE P AND I 1 N 768502 COUNTRYWIDE INTEREST ONLY 1 N 768503 COUNTRYWIDE INTEREST ONLY 1 N 768504 COUNTRYWIDE INTEREST ONLY 1 Y 768505 COUNTRYWIDE P AND I 1 Y 768506 COUNTRYWIDE INTEREST ONLY 1 N 768507 COUNTRYWIDE INTEREST ONLY 1 N 768508 COUNTRYWIDE P AND I 1 N 768509 COUNTRYWIDE INTEREST ONLY 1 N 768510 COUNTRYWIDE INTEREST ONLY 1 Y 768511 COUNTRYWIDE INTEREST ONLY 1 Y 768512 COUNTRYWIDE INTEREST ONLY 1 N 768513 COUNTRYWIDE INTEREST ONLY 1 N 768514 COUNTRYWIDE INTEREST ONLY 1 Y 768515 COUNTRYWIDE INTEREST ONLY 1 N 768516 COUNTRYWIDE INTEREST ONLY 1 N 768517 COUNTRYWIDE P AND I 1 Y 768518 COUNTRYWIDE INTEREST ONLY 1 N 768519 COUNTRYWIDE INTEREST ONLY 1 N 768520 COUNTRYWIDE INTEREST ONLY 1 Y 768521 COUNTRYWIDE INTEREST ONLY 1 Y 768522 COUNTRYWIDE INTEREST ONLY 1 Y 768523 COUNTRYWIDE INTEREST ONLY 1 Y 768524 COUNTRYWIDE INTEREST ONLY 1 Y 768525 COUNTRYWIDE INTEREST ONLY 1 N 768526 COUNTRYWIDE INTEREST ONLY 1 Y 768527 COUNTRYWIDE INTEREST ONLY 1 N 768528 COUNTRYWIDE INTEREST ONLY 1 N 768529 COUNTRYWIDE P AND I 1 N 768530 COUNTRYWIDE INTEREST ONLY 1 N 768531 COUNTRYWIDE INTEREST ONLY 1 Y 768532 COUNTRYWIDE P AND I 1 N 768533 COUNTRYWIDE INTEREST ONLY 1 Y 768534 COUNTRYWIDE INTEREST ONLY 1 Y 768535 COUNTRYWIDE INTEREST ONLY 1 N 768536 COUNTRYWIDE INTEREST ONLY 1 Y 768537 COUNTRYWIDE P AND I 1 N 768538 COUNTRYWIDE INTEREST ONLY 1 Y 768539 COUNTRYWIDE P AND I 1 Y 767154 COUNTRYWIDE INTEREST ONLY 1 N 767155 COUNTRYWIDE INTEREST ONLY 1 N 767156 COUNTRYWIDE INTEREST ONLY 1 N 767157 COUNTRYWIDE INTEREST ONLY 1 N 767158 COUNTRYWIDE P AND I 1 Y 767159 COUNTRYWIDE INTEREST ONLY 1 N 767160 COUNTRYWIDE INTEREST ONLY 1 Y 767161 COUNTRYWIDE INTEREST ONLY 1 Y 767162 COUNTRYWIDE INTEREST ONLY 1 N 767163 COUNTRYWIDE INTEREST ONLY 1 N 767164 COUNTRYWIDE INTEREST ONLY 1 Y 767165 COUNTRYWIDE INTEREST ONLY 1 Y 767166 COUNTRYWIDE INTEREST ONLY 1 N 767167 COUNTRYWIDE INTEREST ONLY 1 N 767168 COUNTRYWIDE INTEREST ONLY 1 Y 767169 COUNTRYWIDE INTEREST ONLY 1 N 767170 COUNTRYWIDE INTEREST ONLY 1 Y 767171 COUNTRYWIDE INTEREST ONLY 1 Y 767172 COUNTRYWIDE INTEREST ONLY 1 Y 767173 COUNTRYWIDE P AND I 1 N 767174 COUNTRYWIDE INTEREST ONLY 1 N 767175 COUNTRYWIDE INTEREST ONLY 1 N 767176 COUNTRYWIDE INTEREST ONLY 1 Y 767177 COUNTRYWIDE INTEREST ONLY 1 N 767178 COUNTRYWIDE INTEREST ONLY 1 N 767179 COUNTRYWIDE INTEREST ONLY 1 N 767180 COUNTRYWIDE INTEREST ONLY 1 N 767181 COUNTRYWIDE INTEREST ONLY 1 N 767182 COUNTRYWIDE INTEREST ONLY 1 N 767183 COUNTRYWIDE INTEREST ONLY 1 N 767184 COUNTRYWIDE INTEREST ONLY 1 N 767185 COUNTRYWIDE INTEREST ONLY 1 N 767186 COUNTRYWIDE INTEREST ONLY 1 N 767187 COUNTRYWIDE INTEREST ONLY 1 N 767188 COUNTRYWIDE INTEREST ONLY 1 N 767189 COUNTRYWIDE INTEREST ONLY 1 N 767190 COUNTRYWIDE P AND I 1 N 767191 COUNTRYWIDE INTEREST ONLY 1 N 767192 COUNTRYWIDE INTEREST ONLY 1 Y 767193 COUNTRYWIDE INTEREST ONLY 1 N 767194 COUNTRYWIDE INTEREST ONLY 1 Y 767195 COUNTRYWIDE P AND I 1 N 767196 COUNTRYWIDE P AND I 1 N 767197 COUNTRYWIDE INTEREST ONLY 1 Y 767198 COUNTRYWIDE INTEREST ONLY 1 Y 767199 COUNTRYWIDE INTEREST ONLY 1 Y 767200 COUNTRYWIDE INTEREST ONLY 1 Y 767201 COUNTRYWIDE INTEREST ONLY 1 Y 767202 COUNTRYWIDE INTEREST ONLY 1 Y 767203 COUNTRYWIDE INTEREST ONLY 1 N 767204 COUNTRYWIDE P AND I 1 Y 767205 COUNTRYWIDE INTEREST ONLY 1 N 767206 COUNTRYWIDE INTEREST ONLY 1 N 767207 COUNTRYWIDE INTEREST ONLY 1 Y 767208 COUNTRYWIDE INTEREST ONLY 1 N 767209 COUNTRYWIDE INTEREST ONLY 1 N 767210 COUNTRYWIDE INTEREST ONLY 1 Y 767211 COUNTRYWIDE INTEREST ONLY 1 N 767212 COUNTRYWIDE INTEREST ONLY 1 N 767213 COUNTRYWIDE INTEREST ONLY 1 N 767214 COUNTRYWIDE INTEREST ONLY 1 Y 767215 COUNTRYWIDE INTEREST ONLY 1 N 767216 COUNTRYWIDE INTEREST ONLY 1 N 767217 COUNTRYWIDE INTEREST ONLY 1 Y 767218 COUNTRYWIDE INTEREST ONLY 1 Y 767219 COUNTRYWIDE INTEREST ONLY 1 Y 767220 COUNTRYWIDE INTEREST ONLY 1 N 767221 COUNTRYWIDE INTEREST ONLY 1 N 767222 COUNTRYWIDE INTEREST ONLY 1 N 767223 COUNTRYWIDE INTEREST ONLY 1 Y 767224 COUNTRYWIDE P AND I 1 N 767225 COUNTRYWIDE P AND I 1 Y 767226 COUNTRYWIDE INTEREST ONLY 1 N 767227 COUNTRYWIDE INTEREST ONLY 1 Y 767228 COUNTRYWIDE INTEREST ONLY 1 N 767229 COUNTRYWIDE INTEREST ONLY 1 N 767230 COUNTRYWIDE INTEREST ONLY 1 Y 767231 COUNTRYWIDE P AND I 1 N 767232 COUNTRYWIDE INTEREST ONLY 1 N 767233 COUNTRYWIDE P AND I 1 N 767234 COUNTRYWIDE INTEREST ONLY 1 N 767235 COUNTRYWIDE INTEREST ONLY 1 N 767236 COUNTRYWIDE INTEREST ONLY 1 N 767237 COUNTRYWIDE INTEREST ONLY 1 Y 767238 COUNTRYWIDE INTEREST ONLY 1 N 767239 COUNTRYWIDE INTEREST ONLY 1 Y 767240 COUNTRYWIDE INTEREST ONLY 1 N 767241 COUNTRYWIDE INTEREST ONLY 1 Y 767242 COUNTRYWIDE INTEREST ONLY 1 N 767243 COUNTRYWIDE INTEREST ONLY 1 N 767244 COUNTRYWIDE INTEREST ONLY 1 N 767245 COUNTRYWIDE INTEREST ONLY 1 Y 767246 COUNTRYWIDE INTEREST ONLY 1 Y 767247 COUNTRYWIDE INTEREST ONLY 1 N 767248 COUNTRYWIDE INTEREST ONLY 1 Y 767249 COUNTRYWIDE INTEREST ONLY 1 N 767250 COUNTRYWIDE INTEREST ONLY 1 Y 767251 COUNTRYWIDE P AND I 1 Y 767252 COUNTRYWIDE INTEREST ONLY 1 Y 767253 COUNTRYWIDE INTEREST ONLY 1 N 767254 COUNTRYWIDE INTEREST ONLY 1 Y 767255 COUNTRYWIDE INTEREST ONLY 1 N 767256 COUNTRYWIDE INTEREST ONLY 1 N 767257 COUNTRYWIDE INTEREST ONLY 1 N 767258 COUNTRYWIDE INTEREST ONLY 1 N 767259 COUNTRYWIDE P AND I 1 Y 767260 COUNTRYWIDE P AND I 1 N 767261 COUNTRYWIDE P AND I 1 Y 767262 COUNTRYWIDE INTEREST ONLY 1 N 767263 COUNTRYWIDE INTEREST ONLY 1 N 767264 COUNTRYWIDE INTEREST ONLY 1 N 767265 COUNTRYWIDE INTEREST ONLY 1 N 767266 COUNTRYWIDE P AND I 1 N 767267 COUNTRYWIDE INTEREST ONLY 1 Y 767268 COUNTRYWIDE INTEREST ONLY 1 N 767269 COUNTRYWIDE INTEREST ONLY 1 Y 767270 COUNTRYWIDE INTEREST ONLY 1 Y 767271 COUNTRYWIDE INTEREST ONLY 1 N 767272 COUNTRYWIDE INTEREST ONLY 1 Y 767273 COUNTRYWIDE P AND I 1 N 767274 COUNTRYWIDE INTEREST ONLY 1 N 767275 COUNTRYWIDE INTEREST ONLY 1 Y 767276 COUNTRYWIDE INTEREST ONLY 1 Y 767277 COUNTRYWIDE INTEREST ONLY 1 Y 767278 COUNTRYWIDE P AND I 1 N 767279 COUNTRYWIDE INTEREST ONLY 1 N 767280 COUNTRYWIDE INTEREST ONLY 1 N 767281 COUNTRYWIDE INTEREST ONLY 1 N 767282 COUNTRYWIDE INTEREST ONLY 1 N 767283 COUNTRYWIDE INTEREST ONLY 1 N 767284 COUNTRYWIDE INTEREST ONLY 1 N 767285 COUNTRYWIDE INTEREST ONLY 1 N 767286 COUNTRYWIDE INTEREST ONLY 1 Y 767287 COUNTRYWIDE INTEREST ONLY 1 N 767288 COUNTRYWIDE INTEREST ONLY 1 Y 767289 COUNTRYWIDE INTEREST ONLY 1 N 767290 COUNTRYWIDE INTEREST ONLY 1 N 767291 COUNTRYWIDE INTEREST ONLY 1 Y 767292 COUNTRYWIDE INTEREST ONLY 1 Y 767293 COUNTRYWIDE P AND I 1 N 767294 COUNTRYWIDE INTEREST ONLY 1 N 767295 COUNTRYWIDE INTEREST ONLY 1 Y 767296 COUNTRYWIDE INTEREST ONLY 1 Y 767297 COUNTRYWIDE INTEREST ONLY 1 N 767298 COUNTRYWIDE INTEREST ONLY 1 Y 767299 COUNTRYWIDE INTEREST ONLY 1 N 767300 COUNTRYWIDE P AND I 1 Y 767301 COUNTRYWIDE INTEREST ONLY 1 N 767302 COUNTRYWIDE INTEREST ONLY 1 N 767303 COUNTRYWIDE INTEREST ONLY 1 Y 767304 COUNTRYWIDE INTEREST ONLY 1 N 767305 COUNTRYWIDE P AND I 1 Y 767306 COUNTRYWIDE INTEREST ONLY 1 N 767307 COUNTRYWIDE INTEREST ONLY 1 N 767308 COUNTRYWIDE INTEREST ONLY 1 N 767309 COUNTRYWIDE INTEREST ONLY 1 N 767310 COUNTRYWIDE P AND I 1 Y 767311 COUNTRYWIDE INTEREST ONLY 1 Y 767312 COUNTRYWIDE INTEREST ONLY 1 Y 767313 COUNTRYWIDE INTEREST ONLY 1 Y 767314 COUNTRYWIDE INTEREST ONLY 1 N 767315 COUNTRYWIDE INTEREST ONLY 1 N 767316 COUNTRYWIDE INTEREST ONLY 1 N 767317 COUNTRYWIDE INTEREST ONLY 1 Y 767318 COUNTRYWIDE INTEREST ONLY 1 Y 767319 COUNTRYWIDE INTEREST ONLY 1 N 767921 COUNTRYWIDE INTEREST ONLY 1 N 767922 COUNTRYWIDE INTEREST ONLY 1 N 767923 COUNTRYWIDE INTEREST ONLY 1 N 767924 COUNTRYWIDE INTEREST ONLY 1 Y 767925 COUNTRYWIDE INTEREST ONLY 1 N 767926 COUNTRYWIDE P AND I 1 N 767927 COUNTRYWIDE INTEREST ONLY 1 N 767928 COUNTRYWIDE P AND I 1 Y 767929 COUNTRYWIDE INTEREST ONLY 1 Y 767930 COUNTRYWIDE INTEREST ONLY 1 Y 767931 COUNTRYWIDE INTEREST ONLY 1 N 767932 COUNTRYWIDE INTEREST ONLY 1 Y 767933 COUNTRYWIDE INTEREST ONLY 1 Y 767934 COUNTRYWIDE INTEREST ONLY 1 Y 767935 COUNTRYWIDE INTEREST ONLY 1 N 767936 COUNTRYWIDE P AND I 1 N 767937 COUNTRYWIDE INTEREST ONLY 1 N 767938 COUNTRYWIDE P AND I 1 N 767939 COUNTRYWIDE INTEREST ONLY 1 N 767940 COUNTRYWIDE INTEREST ONLY 1 N 767941 COUNTRYWIDE INTEREST ONLY 1 Y 767942 COUNTRYWIDE INTEREST ONLY 1 N 767943 COUNTRYWIDE P AND I 1 Y 767944 COUNTRYWIDE P AND I 1 N 767945 COUNTRYWIDE P AND I 1 Y 767946 COUNTRYWIDE INTEREST ONLY 1 Y 767947 COUNTRYWIDE P AND I 1 N 767948 COUNTRYWIDE P AND I 1 N 767949 COUNTRYWIDE INTEREST ONLY 1 Y 767950 COUNTRYWIDE INTEREST ONLY 1 N 767951 COUNTRYWIDE INTEREST ONLY 1 N 767952 COUNTRYWIDE P AND I 1 N 767953 COUNTRYWIDE INTEREST ONLY 1 Y 767954 COUNTRYWIDE P AND I 1 Y 767955 COUNTRYWIDE INTEREST ONLY 1 Y 767956 COUNTRYWIDE P AND I 1 Y 767957 COUNTRYWIDE INTEREST ONLY 1 Y 767958 COUNTRYWIDE INTEREST ONLY 1 N 767959 COUNTRYWIDE P AND I 1 N 767960 COUNTRYWIDE INTEREST ONLY 1 Y 767961 COUNTRYWIDE INTEREST ONLY 1 Y 767962 COUNTRYWIDE INTEREST ONLY 1 Y 767963 COUNTRYWIDE INTEREST ONLY 1 Y 767964 COUNTRYWIDE INTEREST ONLY 1 Y 767965 COUNTRYWIDE P AND I 1 N 767966 COUNTRYWIDE P AND I 1 Y 767967 COUNTRYWIDE P AND I 1 Y 767968 COUNTRYWIDE P AND I 1 N 767969 COUNTRYWIDE INTEREST ONLY 1 Y 767970 COUNTRYWIDE INTEREST ONLY 1 N 767971 COUNTRYWIDE INTEREST ONLY 1 N 767972 COUNTRYWIDE P AND I 1 Y 767973 COUNTRYWIDE INTEREST ONLY 1 N 767974 COUNTRYWIDE INTEREST ONLY 1 N 767975 COUNTRYWIDE P AND I 1 Y 767976 COUNTRYWIDE INTEREST ONLY 1 N 767977 COUNTRYWIDE INTEREST ONLY 1 N 767978 COUNTRYWIDE INTEREST ONLY 1 N 767979 COUNTRYWIDE INTEREST ONLY 1 N 767980 COUNTRYWIDE P AND I 1 N 767981 COUNTRYWIDE P AND I 1 N 767982 COUNTRYWIDE INTEREST ONLY 1 Y 767983 COUNTRYWIDE INTEREST ONLY 1 Y 767984 COUNTRYWIDE P AND I 1 Y 767985 COUNTRYWIDE P AND I 1 Y 767986 COUNTRYWIDE P AND I 1 N 767987 COUNTRYWIDE P AND I 1 Y 767988 COUNTRYWIDE P AND I 1 N 767989 COUNTRYWIDE INTEREST ONLY 1 N 767990 COUNTRYWIDE P AND I 1 Y 767991 COUNTRYWIDE P AND I 1 N 767992 COUNTRYWIDE P AND I 1 N 767993 COUNTRYWIDE P AND I 1 Y 767994 COUNTRYWIDE P AND I 1 N 767995 COUNTRYWIDE INTEREST ONLY 1 Y 767996 COUNTRYWIDE P AND I 1 N 767997 COUNTRYWIDE INTEREST ONLY 1 Y 767998 COUNTRYWIDE P AND I 1 Y 767999 COUNTRYWIDE P AND I 1 N 768000 COUNTRYWIDE P AND I 1 Y 768001 COUNTRYWIDE INTEREST ONLY 1 Y 768002 COUNTRYWIDE INTEREST ONLY 1 N 768003 COUNTRYWIDE INTEREST ONLY 1 Y 768004 COUNTRYWIDE INTEREST ONLY 1 Y 768005 COUNTRYWIDE P AND I 1 N 768006 COUNTRYWIDE P AND I 1 Y 768007 COUNTRYWIDE P AND I 1 N 768008 COUNTRYWIDE INTEREST ONLY 1 Y 768009 COUNTRYWIDE P AND I 1 Y 768010 COUNTRYWIDE P AND I 1 N 768011 COUNTRYWIDE INTEREST ONLY 1 Y 768012 COUNTRYWIDE INTEREST ONLY 1 N 768013 COUNTRYWIDE P AND I 1 Y 768014 COUNTRYWIDE INTEREST ONLY 1 Y 768015 COUNTRYWIDE P AND I 1 N 768016 COUNTRYWIDE P AND I 1 Y 768017 COUNTRYWIDE INTEREST ONLY 1 Y 768018 COUNTRYWIDE P AND I 1 Y 768019 COUNTRYWIDE INTEREST ONLY 1 N 768020 COUNTRYWIDE INTEREST ONLY 1 N 768021 COUNTRYWIDE INTEREST ONLY 1 N 768022 COUNTRYWIDE INTEREST ONLY 1 N 768023 COUNTRYWIDE INTEREST ONLY 1 Y 768024 COUNTRYWIDE INTEREST ONLY 1 Y 768025 COUNTRYWIDE P AND I 1 Y 768026 COUNTRYWIDE P AND I 1 Y 768027 COUNTRYWIDE INTEREST ONLY 1 N 768028 COUNTRYWIDE INTEREST ONLY 1 Y 768029 COUNTRYWIDE P AND I 1 N 768030 COUNTRYWIDE P AND I 1 Y 768031 COUNTRYWIDE INTEREST ONLY 1 Y 768032 COUNTRYWIDE INTEREST ONLY 1 Y 768033 COUNTRYWIDE P AND I 1 Y 768034 COUNTRYWIDE INTEREST ONLY 1 Y 768035 COUNTRYWIDE INTEREST ONLY 1 Y 768036 COUNTRYWIDE INTEREST ONLY 1 Y 768037 COUNTRYWIDE P AND I 1 N 768038 COUNTRYWIDE INTEREST ONLY 1 Y 768039 COUNTRYWIDE INTEREST ONLY 1 N 768040 COUNTRYWIDE INTEREST ONLY 1 Y 768041 COUNTRYWIDE INTEREST ONLY 1 Y 768042 COUNTRYWIDE P AND I 1 Y 768043 COUNTRYWIDE P AND I 1 Y 768044 COUNTRYWIDE P AND I 1 N 768045 COUNTRYWIDE P AND I 1 N 768046 COUNTRYWIDE P AND I 1 Y 768047 COUNTRYWIDE P AND I 1 Y 768048 COUNTRYWIDE P AND I 1 N 768049 COUNTRYWIDE P AND I 1 N 768050 COUNTRYWIDE P AND I 1 Y 768051 COUNTRYWIDE P AND I 1 Y 768052 COUNTRYWIDE P AND I 1 Y 768053 COUNTRYWIDE P AND I 1 N 768054 COUNTRYWIDE P AND I 1 N 768055 GREENPOINT INTEREST ONLY 1 N 768056 GREENPOINT INTEREST ONLY 1 Y 768057 GREENPOINT INTEREST ONLY 1 Y 768058 GREENPOINT INTEREST ONLY 1 N 768059 GREENPOINT INTEREST ONLY 1 Y 768060 GREENPOINT INTEREST ONLY 1 Y 768061 GREENPOINT INTEREST ONLY 1 Y 768062 GREENPOINT INTEREST ONLY 1 Y 768063 GREENPOINT INTEREST ONLY 1 Y 768064 GREENPOINT INTEREST ONLY 1 Y 768065 GREENPOINT INTEREST ONLY 1 Y 768066 GREENPOINT INTEREST ONLY 1 Y 768067 GREENPOINT INTEREST ONLY 1 Y 768068 GREENPOINT INTEREST ONLY 1 Y 768069 GREENPOINT INTEREST ONLY 1 Y 768070 GREENPOINT INTEREST ONLY 1 Y 768071 GREENPOINT INTEREST ONLY 1 Y 768072 GREENPOINT INTEREST ONLY 1 Y 768073 GREENPOINT INTEREST ONLY 1 Y 768074 GREENPOINT INTEREST ONLY 1 Y 768075 GREENPOINT INTEREST ONLY 1 Y 768076 GREENPOINT INTEREST ONLY 1 Y 768077 GREENPOINT INTEREST ONLY 1 Y 768078 GREENPOINT INTEREST ONLY 1 N 768079 GREENPOINT INTEREST ONLY 1 Y 768080 GREENPOINT INTEREST ONLY 1 Y 768081 GREENPOINT INTEREST ONLY 1 Y 768082 GREENPOINT INTEREST ONLY 1 Y 768083 GREENPOINT INTEREST ONLY 1 Y 768084 GREENPOINT INTEREST ONLY 1 Y 768085 GREENPOINT INTEREST ONLY 1 Y 768086 GREENPOINT INTEREST ONLY 1 Y 768087 GREENPOINT INTEREST ONLY 1 Y 768088 GREENPOINT INTEREST ONLY 1 Y 768089 GREENPOINT INTEREST ONLY 1 Y 768090 GREENPOINT INTEREST ONLY 1 Y 768091 GREENPOINT INTEREST ONLY 1 Y 768092 GREENPOINT P AND I 1 Y 768093 GREENPOINT INTEREST ONLY 1 Y 768094 GREENPOINT INTEREST ONLY 1 Y 768095 GREENPOINT INTEREST ONLY 1 Y 768096 GREENPOINT INTEREST ONLY 1 Y 768097 GREENPOINT INTEREST ONLY 1 N 768098 GREENPOINT INTEREST ONLY 1 Y 768099 GREENPOINT INTEREST ONLY 1 Y 768100 GREENPOINT INTEREST ONLY 1 N 768101 GREENPOINT INTEREST ONLY 1 Y 768102 GREENPOINT INTEREST ONLY 1 Y 768103 GREENPOINT INTEREST ONLY 1 Y 768104 GREENPOINT INTEREST ONLY 1 Y 768105 GREENPOINT INTEREST ONLY 1 Y 768106 GREENPOINT INTEREST ONLY 1 Y 768107 GREENPOINT INTEREST ONLY 1 N 768108 GREENPOINT INTEREST ONLY 1 Y 768109 GREENPOINT INTEREST ONLY 1 Y 768110 GREENPOINT INTEREST ONLY 1 Y 768111 GREENPOINT INTEREST ONLY 1 N 768112 GREENPOINT INTEREST ONLY 1 Y 768113 GREENPOINT INTEREST ONLY 1 Y 768114 GREENPOINT INTEREST ONLY 1 Y 768115 GREENPOINT INTEREST ONLY 1 N 768116 GREENPOINT INTEREST ONLY 1 Y 768117 GREENPOINT INTEREST ONLY 1 Y 768118 GREENPOINT INTEREST ONLY 1 Y 768119 GREENPOINT INTEREST ONLY 1 Y 768120 GREENPOINT INTEREST ONLY 1 Y 768121 GREENPOINT INTEREST ONLY 1 Y 768122 GREENPOINT INTEREST ONLY 1 Y 768123 GREENPOINT INTEREST ONLY 1 Y 768124 GREENPOINT INTEREST ONLY 1 Y 768125 GREENPOINT INTEREST ONLY 1 Y 768126 GREENPOINT INTEREST ONLY 1 Y 768127 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ONLY 1 Y 768183 GREENPOINT INTEREST ONLY 1 Y 768184 GREENPOINT INTEREST ONLY 1 Y 768185 GREENPOINT INTEREST ONLY 1 Y 768186 GREENPOINT INTEREST ONLY 1 Y 768187 GREENPOINT INTEREST ONLY 1 Y 768188 GREENPOINT INTEREST ONLY 1 Y 768189 GREENPOINT INTEREST ONLY 1 Y 768190 GREENPOINT INTEREST ONLY 1 Y 768191 GREENPOINT INTEREST ONLY 1 Y 768192 GREENPOINT INTEREST ONLY 1 Y 768193 GREENPOINT INTEREST ONLY 1 Y 768194 GREENPOINT INTEREST ONLY 1 Y 768195 GREENPOINT INTEREST ONLY 1 Y 768196 GREENPOINT INTEREST ONLY 1 Y 768197 GREENPOINT INTEREST ONLY 1 Y 768198 GREENPOINT INTEREST ONLY 1 Y 768199 GREENPOINT INTEREST ONLY 1 Y 768200 GREENPOINT INTEREST ONLY 1 Y 768201 GREENPOINT INTEREST ONLY 1 Y 768202 GREENPOINT INTEREST ONLY 1 Y 768203 GREENPOINT INTEREST ONLY 1 Y 768204 GREENPOINT INTEREST ONLY 1 Y 768205 GREENPOINT INTEREST ONLY 1 Y 768206 GREENPOINT INTEREST ONLY 1 Y 768207 GREENPOINT INTEREST ONLY 1 Y 768208 GREENPOINT INTEREST ONLY 1 Y 768209 GREENPOINT INTEREST ONLY 1 Y 768210 GREENPOINT INTEREST ONLY 1 Y 768211 GREENPOINT INTEREST ONLY 1 Y 768212 GREENPOINT INTEREST ONLY 1 Y 768213 GREENPOINT INTEREST ONLY 1 N 768214 GREENPOINT P AND I 1 N 768215 GREENPOINT INTEREST ONLY 1 N 768216 GREENPOINT INTEREST ONLY 1 Y 768217 GREENPOINT INTEREST ONLY 1 Y 768218 GREENPOINT INTEREST ONLY 1 Y 768219 GREENPOINT INTEREST ONLY 1 Y 768220 GREENPOINT INTEREST ONLY 1 Y 768221 GREENPOINT INTEREST ONLY 1 Y 768222 GREENPOINT INTEREST ONLY 1 Y 768223 GREENPOINT INTEREST ONLY 1 Y 768224 GREENPOINT INTEREST ONLY 1 Y 768225 GREENPOINT INTEREST ONLY 1 Y 768226 GREENPOINT INTEREST ONLY 1 N 768227 GREENPOINT INTEREST ONLY 1 Y 768228 GREENPOINT INTEREST ONLY 1 Y 768229 GREENPOINT INTEREST ONLY 1 Y 768230 GREENPOINT INTEREST ONLY 1 Y 768231 GREENPOINT INTEREST ONLY 1 Y 768232 GREENPOINT INTEREST ONLY 1 Y 768233 GREENPOINT INTEREST ONLY 1 Y 768234 GREENPOINT P AND I 1 N 768235 GREENPOINT INTEREST ONLY 1 Y 768236 GREENPOINT INTEREST ONLY 1 N 768237 GREENPOINT INTEREST ONLY 1 Y 768238 GREENPOINT 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NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765037 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765038 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765039 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765040 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765041 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765042 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765043 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765044 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765045 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765046 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765047 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765048 NATIONAL CITY MORTGAGE CO P AND I 1 Y 765049 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765050 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765051 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765052 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765053 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765054 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765055 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765056 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765057 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765058 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765059 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765060 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765061 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765062 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765063 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765064 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765065 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765066 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765067 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765068 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765069 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765070 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765071 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765072 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765073 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765074 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765075 NATIONAL CITY MORTGAGE CO P AND I 1 Y 765076 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765077 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765078 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765079 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765080 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765081 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765082 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765083 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765084 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765085 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765086 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765087 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765088 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765089 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765090 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765091 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765092 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765093 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765094 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765095 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765096 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765097 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765098 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765099 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765100 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765101 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765102 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765103 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765104 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765105 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765106 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765107 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765108 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765109 NATIONAL CITY MORTGAGE CO P AND I 1 Y 765110 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765111 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765112 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765113 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765114 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765115 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765116 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765117 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765118 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765119 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765120 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765121 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765122 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765123 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765124 NATIONAL CITY MORTGAGE CO P AND I 1 N 765125 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765126 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765127 NATIONAL CITY MORTGAGE CO P AND I 1 N 765128 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765129 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765130 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765131 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765132 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765133 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765134 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765135 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765136 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765137 NATIONAL CITY MORTGAGE CO P AND I 1 Y 765138 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765139 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765140 NATIONAL CITY MORTGAGE CO P AND I 1 N 765141 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765142 NATIONAL CITY MORTGAGE CO P AND I 1 N 765143 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765144 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765145 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765146 NATIONAL CITY MORTGAGE CO P AND I 1 N 765147 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765148 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765149 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765150 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765151 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765152 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765153 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765154 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765155 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765156 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765157 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765158 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765159 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765160 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765161 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765162 NATIONAL CITY MORTGAGE CO P AND I 1 N 765163 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765164 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765165 NATIONAL CITY MORTGAGE CO P AND I 1 N 765166 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765167 NATIONAL CITY MORTGAGE CO P AND I 1 N 765168 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765169 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765170 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765171 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765172 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765173 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765174 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765175 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765176 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765177 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765178 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765179 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765180 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765181 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765182 NATIONAL CITY MORTGAGE CO P AND I 1 N 765183 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765184 NATIONAL CITY MORTGAGE CO P AND I 1 Y 765185 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765186 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765187 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765188 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765189 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765190 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765191 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765192 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765193 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765194 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765195 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765196 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765197 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765198 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765199 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765200 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765201 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765202 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765203 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765204 NATIONAL CITY MORTGAGE CO P AND I 1 Y 765205 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765206 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765207 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765208 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765209 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765210 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765211 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765212 NATIONAL CITY MORTGAGE CO P AND I 1 N 765213 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765214 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765215 NATIONAL CITY MORTGAGE CO P AND I 1 N 765216 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765217 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765218 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765219 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765220 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765221 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765222 NATIONAL CITY MORTGAGE CO P AND I 1 N 765223 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765224 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765225 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765226 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765227 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765228 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765229 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765230 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765231 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765232 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765233 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765234 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765235 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765236 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765237 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765238 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765239 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765240 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765241 NATIONAL CITY MORTGAGE CO P AND I 1 N 765242 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765243 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765244 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765245 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765246 NATIONAL CITY MORTGAGE CO P AND I 1 N 765247 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765248 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765249 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765250 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765251 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765252 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765253 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765254 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765255 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765256 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765257 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765258 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765259 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765260 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765261 NATIONAL CITY MORTGAGE CO P AND I 1 N 765262 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765263 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765264 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765265 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765266 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765267 NATIONAL CITY MORTGAGE CO P AND I 1 N 765268 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765269 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765270 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765271 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765272 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765273 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765274 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765275 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765276 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765277 NATIONAL CITY MORTGAGE CO P AND I 1 Y 765278 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765279 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765280 NATIONAL CITY MORTGAGE CO P AND I 1 Y 765281 NATIONAL CITY MORTGAGE CO P AND I 1 Y 765282 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765283 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765284 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765285 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765286 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765287 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765288 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765289 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765290 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765291 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765292 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765293 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765294 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765295 NATIONAL CITY MORTGAGE CO P AND I 1 N 765296 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765297 NATIONAL CITY MORTGAGE CO P AND I 1 N 765298 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765299 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765300 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765301 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765302 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765303 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765304 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765305 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765306 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765307 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765308 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765309 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765310 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765311 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765312 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765313 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765314 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765315 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765316 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765317 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765318 NATIONAL CITY MORTGAGE CO P AND I 1 Y 765319 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765320 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765321 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765322 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765323 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765324 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765325 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765326 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765327 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 765328 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765329 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765330 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765331 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765332 NATIONAL CITY MORTGAGE CO P AND I 1 Y 765333 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765334 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765335 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765336 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765337 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764433 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764434 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764435 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764436 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764437 NATIONAL CITY MORTGAGE CO P AND I 1 N 764438 NATIONAL CITY MORTGAGE CO P AND I 1 N 764439 NATIONAL CITY MORTGAGE CO P AND I 1 N 764440 NATIONAL CITY MORTGAGE CO P AND I 1 N 764441 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764442 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764443 NATIONAL CITY MORTGAGE CO P AND I 1 N 764444 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764445 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764446 NATIONAL CITY MORTGAGE CO P AND I 1 N 764447 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764448 NATIONAL CITY MORTGAGE CO P AND I 1 N 764449 NATIONAL CITY MORTGAGE CO P AND I 1 Y 764450 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764451 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764452 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764453 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764454 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764455 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764456 NATIONAL CITY MORTGAGE CO P AND I 1 Y 764457 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764458 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764459 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764460 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764461 NATIONAL CITY MORTGAGE CO P AND I 1 N 764462 NATIONAL CITY MORTGAGE CO P AND I 1 N 764463 NATIONAL CITY MORTGAGE CO P AND I 1 Y 764464 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764465 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764466 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764467 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764468 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764469 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764470 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764471 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764472 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764473 NATIONAL CITY MORTGAGE CO P AND I 1 N 764474 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764475 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764476 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764477 NATIONAL CITY MORTGAGE CO P AND I 1 N 764478 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764479 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764480 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764481 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764482 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764483 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764484 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764485 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764486 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764487 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764488 NATIONAL CITY MORTGAGE CO P AND I 1 Y 764489 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764490 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764491 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764492 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764493 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764494 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764495 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764496 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764497 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764498 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764499 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764500 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764501 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764502 NATIONAL CITY MORTGAGE CO P AND I 1 Y 764503 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764504 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764505 NATIONAL CITY MORTGAGE CO P AND I 1 Y 764506 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764507 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764508 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764509 NATIONAL CITY MORTGAGE CO P AND I 1 Y 764510 NATIONAL CITY MORTGAGE CO P AND I 1 Y 764511 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764512 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 Y 764513 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 764514 NATIONAL CITY MORTGAGE CO P AND I 1 N 764515 NATIONAL CITY MORTGAGE CO INTEREST ONLY 1 N 765338 SUNTRUST INTEREST ONLY 1 N 765339 SUNTRUST P AND I 1 N 765355 SUNTRUST INTEREST ONLY 1 N 765356 SUNTRUST INTEREST ONLY 1 N 765357 SUNTRUST INTEREST ONLY 1 Y 765358 SUNTRUST INTEREST ONLY 1 N 765359 SUNTRUST INTEREST ONLY 1 N 765360 SUNTRUST P AND I 1 N 765361 SUNTRUST INTEREST ONLY 1 Y 765362 SUNTRUST INTEREST ONLY 1 N 765363 SUNTRUST INTEREST ONLY 1 Y 765364 SUNTRUST P AND I 1 N 765365 SUNTRUST INTEREST ONLY 1 N 765366 SUNTRUST INTEREST ONLY 1 Y 765367 SUNTRUST P AND I 1 N 765368 SUNTRUST INTEREST ONLY 1 Y 765369 SUNTRUST INTEREST ONLY 1 N 765370 SUNTRUST INTEREST ONLY 1 Y 765371 SUNTRUST INTEREST ONLY 1 N 765372 SUNTRUST INTEREST ONLY 1 N 765373 SUNTRUST INTEREST ONLY 1 Y 765374 SUNTRUST INTEREST ONLY 1 Y 765375 SUNTRUST INTEREST ONLY 1 Y 765376 SUNTRUST INTEREST ONLY 1 Y 765377 SUNTRUST INTEREST ONLY 1 Y 765378 SUNTRUST P AND I 1 N 765379 SUNTRUST INTEREST ONLY 1 N 765380 SUNTRUST P AND I 1 Y 765381 SUNTRUST INTEREST ONLY 1 Y 765382 SUNTRUST P AND I 1 N 765383 SUNTRUST INTEREST ONLY 1 Y 765384 SUNTRUST INTEREST ONLY 1 Y 765340 SUNTRUST INTEREST ONLY 1 Y 765341 SUNTRUST INTEREST ONLY 1 N 765342 SUNTRUST INTEREST ONLY 1 Y 765343 SUNTRUST INTEREST ONLY 1 Y 765344 SUNTRUST P AND I 1 Y 765345 SUNTRUST INTEREST ONLY 1 Y 765346 SUNTRUST INTEREST ONLY 1 N 765347 SUNTRUST INTEREST ONLY 1 N 765348 SUNTRUST INTEREST ONLY 1 Y 765349 SUNTRUST P AND I 1 N 765350 SUNTRUST INTEREST ONLY 1 N 765351 SUNTRUST INTEREST ONLY 1 N 765352 SUNTRUST INTEREST ONLY 1 N 765353 SUNTRUST INTEREST ONLY 1 N 765354 SUNTRUST INTEREST ONLY 1 N 765385 SUNTRUST INTEREST ONLY 1 N 765386 SUNTRUST INTEREST ONLY 1 N 765387 SUNTRUST INTEREST ONLY 1 N 765388 SUNTRUST INTEREST ONLY 1 N 765389 SUNTRUST INTEREST ONLY 1 Y 765390 SUNTRUST INTEREST ONLY 1 N 765391 SUNTRUST INTEREST ONLY 1 N 765392 SUNTRUST INTEREST ONLY 1 N 765393 SUNTRUST INTEREST ONLY 1 N 765394 SUNTRUST INTEREST ONLY 1 N 765395 SUNTRUST INTEREST ONLY 1 Y 765396 SUNTRUST INTEREST ONLY 1 N 765397 SUNTRUST INTEREST ONLY 1 N 765398 SUNTRUST INTEREST ONLY 1 N 765399 SUNTRUST INTEREST ONLY 1 Y 765400 SUNTRUST INTEREST ONLY 1 Y 765401 SUNTRUST INTEREST ONLY 1 Y 765402 SUNTRUST INTEREST ONLY 1 Y 765403 SUNTRUST P AND I 1 N 765404 SUNTRUST INTEREST ONLY 1 Y 765405 SUNTRUST INTEREST ONLY 1 Y 765406 SUNTRUST INTEREST ONLY 1 Y 765407 SUNTRUST INTEREST ONLY 1 Y 765408 SUNTRUST INTEREST ONLY 1 Y 765409 SUNTRUST INTEREST ONLY 1 Y 765410 SUNTRUST P AND I 1 N 765411 SUNTRUST INTEREST ONLY 1 Y 765412 SUNTRUST P AND I 1 N 765413 SUNTRUST P AND I 1 N 765414 SUNTRUST INTEREST ONLY 1 N 765415 SUNTRUST INTEREST ONLY 1 Y 765416 SUNTRUST INTEREST ONLY 1 N 765417 SUNTRUST INTEREST ONLY 1 N 765418 SUNTRUST INTEREST ONLY 1 N 765419 SUNTRUST INTEREST ONLY 1 Y 765420 SUNTRUST INTEREST ONLY 1 N 765421 SUNTRUST P AND I 1 N 765422 SUNTRUST INTEREST ONLY 1 Y 765423 SUNTRUST INTEREST ONLY 1 Y 765424 SUNTRUST INTEREST ONLY 1 Y 765425 SUNTRUST INTEREST ONLY 1 N 765426 SUNTRUST INTEREST ONLY 1 N 765427 SUNTRUST P AND I 1 N 765428 SUNTRUST INTEREST ONLY 1 N 765429 SUNTRUST INTEREST ONLY 1 N 765430 SUNTRUST INTEREST ONLY 1 N 765431 SUNTRUST INTEREST ONLY 1 Y 765432 SUNTRUST INTEREST ONLY 1 N 765433 SUNTRUST INTEREST ONLY 1 N 765434 SUNTRUST INTEREST ONLY 1 Y 765435 SUNTRUST INTEREST ONLY 1 N 765436 SUNTRUST P AND I 1 Y 765437 SUNTRUST INTEREST ONLY 1 Y 765438 SUNTRUST INTEREST ONLY 1 N 765439 SUNTRUST INTEREST ONLY 1 Y 765440 SUNTRUST INTEREST ONLY 1 N 765441 SUNTRUST INTEREST ONLY 1 N 765442 SUNTRUST INTEREST ONLY 1 N 765443 SUNTRUST INTEREST ONLY 1 N 765444 SUNTRUST INTEREST ONLY 1 N 765445 SUNTRUST P AND I 1 N 765446 SUNTRUST INTEREST ONLY 1 N 765447 SUNTRUST P AND I 1 Y 765448 SUNTRUST INTEREST ONLY 1 Y 765449 SUNTRUST INTEREST ONLY 1 Y 765450 SUNTRUST INTEREST ONLY 1 N 765451 SUNTRUST INTEREST ONLY 1 Y 765452 SUNTRUST INTEREST ONLY 1 N 765453 SUNTRUST INTEREST ONLY 1 N 765454 SUNTRUST P AND I 1 N 765455 SUNTRUST INTEREST ONLY 1 Y 765456 SUNTRUST INTEREST ONLY 1 Y 766798 SUNTRUST INTEREST ONLY 1 Y 766799 SUNTRUST P AND I 1 N 766800 SUNTRUST INTEREST ONLY 1 Y 766801 SUNTRUST INTEREST ONLY 1 Y 766802 SUNTRUST INTEREST ONLY 1 Y 766803 SUNTRUST INTEREST ONLY 1 Y 766804 SUNTRUST INTEREST ONLY 1 Y 766805 SUNTRUST INTEREST ONLY 1 Y 766806 SUNTRUST P AND I 1 Y 766807 SUNTRUST INTEREST ONLY 1 N 766808 SUNTRUST P AND I 1 N 766809 SUNTRUST INTEREST ONLY 1 Y 766810 SUNTRUST INTEREST ONLY 1 Y 766811 SUNTRUST INTEREST ONLY 1 N 766812 SUNTRUST INTEREST ONLY 1 N 766813 SUNTRUST INTEREST ONLY 1 N 766814 SUNTRUST INTEREST ONLY 1 N 766815 SUNTRUST P AND I 1 N 766816 SUNTRUST INTEREST ONLY 1 N 766817 SUNTRUST INTEREST ONLY 1 N 766818 SUNTRUST INTEREST ONLY 1 N 766819 SUNTRUST INTEREST ONLY 1 N 766820 SUNTRUST INTEREST ONLY 1 N 766821 SUNTRUST INTEREST ONLY 1 N 766822 SUNTRUST INTEREST ONLY 1 Y 766823 SUNTRUST INTEREST ONLY 1 Y 766824 SUNTRUST INTEREST ONLY 1 Y 766825 SUNTRUST INTEREST ONLY 1 N 766826 SUNTRUST P AND I 1 Y 766827 SUNTRUST INTEREST ONLY 1 Y 766828 SUNTRUST INTEREST ONLY 1 Y 766829 SUNTRUST INTEREST ONLY 1 N 766830 SUNTRUST INTEREST ONLY 1 N 766831 SUNTRUST INTEREST ONLY 1 N 766832 SUNTRUST INTEREST ONLY 1 N 766833 SUNTRUST P AND I 1 N 766834 SUNTRUST INTEREST ONLY 1 N 766835 SUNTRUST INTEREST ONLY 1 Y 766836 SUNTRUST P AND I 1 Y 766837 SUNTRUST INTEREST ONLY 1 Y 766838 SUNTRUST INTEREST ONLY 1 N 766839 SUNTRUST INTEREST ONLY 1 N 766840 SUNTRUST INTEREST ONLY 1 Y 766841 SUNTRUST INTEREST ONLY 1 N 766842 SUNTRUST INTEREST ONLY 1 Y 766843 SUNTRUST INTEREST ONLY 1 N 766844 SUNTRUST INTEREST ONLY 1 N 766845 SUNTRUST INTEREST ONLY 1 Y 766846 SUNTRUST INTEREST ONLY 1 N 766847 SUNTRUST INTEREST ONLY 1 N 766848 SUNTRUST INTEREST ONLY 1 N 766849 SUNTRUST INTEREST ONLY 1 Y 766850 SUNTRUST INTEREST ONLY 1 N 766851 SUNTRUST P AND I 1 Y 766852 SUNTRUST INTEREST ONLY 1 Y 766853 SUNTRUST INTEREST ONLY 1 Y 766854 SUNTRUST INTEREST ONLY 1 N 766855 SUNTRUST INTEREST ONLY 1 N 766856 SUNTRUST INTEREST ONLY 1 N 766857 SUNTRUST INTEREST ONLY 1 Y 766858 SUNTRUST INTEREST ONLY 1 N 766859 SUNTRUST INTEREST ONLY 1 Y 766860 SUNTRUST P AND I 1 Y 766861 SUNTRUST P AND I 1 Y 766862 SUNTRUST INTEREST ONLY 1 N 766863 SUNTRUST INTEREST ONLY 1 N 766864 SUNTRUST P AND I 1 N 766865 SUNTRUST INTEREST ONLY 1 N 766866 SUNTRUST P AND I 1 N 766867 SUNTRUST INTEREST ONLY 1 Y 766868 SUNTRUST INTEREST ONLY 1 Y 766869 SUNTRUST INTEREST ONLY 1 Y 766870 SUNTRUST INTEREST ONLY 1 Y 766871 SUNTRUST INTEREST ONLY 1 Y 766872 SUNTRUST INTEREST ONLY 1 Y 766873 SUNTRUST INTEREST ONLY 1 Y 766874 SUNTRUST P AND I 1 N 766875 SUNTRUST INTEREST ONLY 1 Y 766876 SUNTRUST INTEREST ONLY 1 N 766877 SUNTRUST INTEREST ONLY 1 N 766878 SUNTRUST INTEREST ONLY 1 N 766879 SUNTRUST INTEREST ONLY 1 Y 766880 SUNTRUST INTEREST ONLY 1 Y 766881 SUNTRUST INTEREST ONLY 1 Y 766882 SUNTRUST INTEREST ONLY 1 N 766883 SUNTRUST P AND I 1 Y 766884 SUNTRUST P AND I 1 Y 766885 SUNTRUST INTEREST ONLY 1 N 766886 SUNTRUST INTEREST ONLY 1 Y 766887 SUNTRUST INTEREST ONLY 1 N 766888 SUNTRUST INTEREST ONLY 1 N 766889 SUNTRUST INTEREST ONLY 1 Y 766890 SUNTRUST INTEREST ONLY 1 Y 766891 SUNTRUST INTEREST ONLY 1 Y 766892 SUNTRUST INTEREST ONLY 1 Y 766893 SUNTRUST INTEREST ONLY 1 Y 766894 SUNTRUST INTEREST ONLY 1 N 766895 SUNTRUST INTEREST ONLY 1 N 766896 SUNTRUST INTEREST ONLY 1 N 766897 SUNTRUST INTEREST ONLY 1 Y 766898 SUNTRUST INTEREST ONLY 1 Y 766899 SUNTRUST INTEREST ONLY 1 Y 766900 SUNTRUST INTEREST ONLY 1 Y 766901 SUNTRUST INTEREST ONLY 1 Y 766902 SUNTRUST INTEREST ONLY 1 Y 766903 SUNTRUST INTEREST ONLY 1 N 766904 SUNTRUST INTEREST ONLY 1 Y 766905 SUNTRUST INTEREST ONLY 1 Y 766906 SUNTRUST INTEREST ONLY 1 N 766907 SUNTRUST INTEREST ONLY 1 Y 766908 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INTEREST ONLY 1 N 769053 WELLS FARGO INTEREST ONLY 1 N 769054 WELLS FARGO P AND I 1 N 769055 WELLS FARGO INTEREST ONLY 1 N 769056 WELLS FARGO P AND I 1 Y 769057 WELLS FARGO P AND I 1 N 769058 WELLS FARGO INTEREST ONLY 1 N 769059 WELLS FARGO INTEREST ONLY 1 N 769060 WELLS FARGO INTEREST ONLY 1 Y 769061 WELLS FARGO P AND I 1 Y 769062 WELLS FARGO P AND I 1 N 769063 WELLS FARGO P AND I 1 N 769064 WELLS FARGO P AND I 1 N 769065 WELLS FARGO P AND I 1 Y 769066 WELLS FARGO P AND I 1 N 769067 WELLS FARGO P AND I 1 N 769068 WELLS FARGO P AND I 1 N 769069 WELLS FARGO P AND I 1 N 769070 WELLS FARGO P AND I 1 N 769071 WELLS FARGO P AND I 1 N 769072 WELLS FARGO P AND I 1 N 769073 WELLS FARGO P AND I 1 Y 769074 WELLS FARGO P AND I 1 N 769075 WELLS FARGO P AND I 1 Y 769076 WELLS FARGO P AND I 1 Y 769077 WELLS FARGO P AND I 1 N 769078 WELLS FARGO P AND I 1 Y LOANID LIENAMT2ND FICO FICODATE CITY COUNTY ------ ---------- ---- -------- ---- ------ 747103 78800 764 200505 Suisun City Solano 747245 129980 724 200505 Henderson Clark 747369 23250 687 200505 Canton Stark 747166 71800 706 200506 Modesto Stanislaus 747334 56800 720 200506 Las Vegas Clark 747529 83600 719 200504 Ramona San Diego 747328 61000 693 200505 Federal Way King 747317 69500 687 200504 Los Angeles Los Angeles 747141 0 714 200506 Visalia Tulare 747618 35400 777 200506 Burnsville Dakota 747374 19500 720 200506 Ypsilanti Washtenaw 747085 58500 770 200506 Washington District of Columbia 747378 0 646 200506 Leander Travis 747445 0 667 200506 North Bergen Hudson 747430 102100 699 200506 Wildomar Riverside 747588 68000 754 200506 Springfield Fairfax 747191 57300 709 200506 Thornton Adams 747539 67000 744 200506 Los Banos Merced 747587 38000 743 200506 Oakland Alameda 747545 27900 683 200506 Lincoln Park Wayne 747425 0 699 200506 Moreno Valley Riverside 747061 65200 702 200506 Riverdale Prince Georges 747282 95600 718 200506 Ramona San Diego 747483 43000 780 200506 Tacoma Pierce 747041 0 694 200506 Fairfax Fairfax 747115 132400 758 200506 Gilroy Santa Clara 747557 0 726 200506 Los Angeles Los Angeles 747199 0 702 200506 Phoenix Maricopa 747032 57600 754 200506 Upper Marlboro Prince Georges 747619 73800 691 200506 Guerneville Sonoma 747416 67500 726 200506 Singer Island Palm Beach 747148 119200 738 200506 Aliso Viejo Orange 747250 46100 772 200506 Tukwila King 747525 36000 650 200506 Toms River Ocean 747210 80200 724 200506 Los Angeles Los Angeles 747298 0 712 200506 Columbia Howard 747632 82000 767 200506 Castro Valley Alameda 747463 37600 732 200506 Bartlett DU PAGE 747520 105800 713 200506 Los Angeles Los Angeles 747563 53200 719 200506 Highlands Ranch Douglas 747347 49500 707 200506 Modesto Stanislaus 747467 71400 710 200506 La Puente Area Los Angeles 747059 0 784 200506 Hailey Blaine 747565 49600 689 200506 Las Vegas Clark 747414 62980 779 200506 Edgewater Anne Arundel 747389 54000 763 200506 Tracy San Joaquin 747420 24000 723 200506 Ferndale Oakland 747398 46400 761 200506 STREAMWOOD Cook 747628 104000 720 200506 Los Angeles Los Angeles 747078 103800 700 200506 Calabasas Los Angeles 747602 24300 705 200506 Houston Harris 747107 30200 762 200506 Pinehurst Moore 747462 76000 784 200506 Ceres Stanislaus 747183 0 694 200506 Zion Lake 747120 108000 717 200506 Montclair San Bernardino 747212 62000 744 200506 Las Vegas Clark 747321 73000 723 200506 Nevada City Nevada 768361 80468.5 719 200506 ELLICOTT CITY HOWARD 768362 55471 776 200506 VENTURA VENTURA 768363 0 754 200506 LINCOLN PLACER 768364 55465.8 791 200506 LADERA RANCH AREA ORANGE 768365 72461.2 738 200506 LAS VEGAS CLARK 768366 70861 712 200506 DENVILLE MORRIS 768367 68250 701 200506 CHULA VISTA SAN DIEGO 768368 0 708 200506 EAGLE ADA 768369 0 736 200506 SAN DIEGO SAN DIEGO 768370 0 786 200506 NEW MARKET FREDERICK 768371 0 665 200506 PALMDALE LOS ANGELES 768372 87090.66 757 200506 HIGHLANDS RANCH DOUGLAS 768373 0 756 200506 SAN PEDRO LOS ANGELES 768374 0 748 200506 GEORGETOWN WILLIAMSON 768375 0 761 200506 LOS ANGELES LOS 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RIVERSIDE 768401 0 773 200506 VERO BEACH INDIAN RIVER 768402 0 687 200506 RESCUE EL DORADO 768403 73961.86 776 200506 SAN RAMON CONTRA COSTA 768404 0 796 200506 MONROVIA LOS ANGELES 768405 0 770 200506 RANCHO SANTA MARGARI ORANGE 768406 0 794 200506 SAN DIEGO SAN DIEGO 768407 0 725 200506 CARLSBAD SAN DIEGO 768408 0 711 200506 STOCKTON SAN JOAQUIN 768409 0 718 200506 FAIRFAX STATION FAIRFAX 768410 65000 796 200506 MILPITAS SANTA CLARA 768411 0 712 200506 SPARKS WASHOE 768412 0 746 200506 ROSEVILLE PLACER 768413 0 672 200506 WOODBRIDGE PRINCE WILLIAM 768414 0 767 200506 BAINBRIDGE ISLAND KITSAP 768415 0 765 200506 CAMARILLO VENTURA 768416 108000 718 200506 ASHBURN LOUDOUN 768417 0 754 200506 SAN MATEO SAN MATEO 768418 49955.23 728 200506 VACAVILLE SOLANO 768419 0 736 200506 LAKE OSWEGO CLACKAMAS 768420 0 707 200506 MOORPARK VENTURA 768421 0 772 200506 HONOLULU HONOLULU 768422 0 758 200506 PLEASANTON ALAMEDA 768423 0 758 200506 OXNARD VENTURA 768424 0 783 200506 ANTIOCH CONTRA COSTA 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SAN DIEGO 768450 0 777 200506 SCHAUMBURG COOK 768451 0 680 200506 JUNCTION T/O EAST F DUTCHESS 768452 0 674 200506 EAST HANOVER MORRIS 768453 0 710 200506 FORT LEE BERGEN 768454 0 711 200506 OCEANPORT BOROUGH MONMOUTH 768455 0 745 200506 KIHEI MAUI 768456 0 767 200506 NORTH ANDOVER ESSEX 768457 0 783 200506 CENTENNIAL ARAPAHOE 768458 0 751 200506 TRACY SAN JOAQUIN 768459 0 682 200506 CARLSBAD SAN DIEGO 768460 0 768 200506 ESCONDIDO SAN DIEGO 768461 24017 770 200506 LITTLETON JEFFERSON 768462 135000 740 200506 MAMMOTH LAKES MONO 768463 53500 720 200506 BURBANK LOS ANGELES 768464 90000 682 200506 SAN DIEGO SAN DIEGO 768465 69945.4 661 200506 NASHUA HILLSBOROUGH 768466 0 745 200506 SAN LUIS OBISPO SAN LUIS OBISPO 768467 0 720 200506 BURBANK LOS ANGELES 768468 178987.7 718 200506 CONCORD MIDDLESEX 768469 72900 750 200506 BOSTON SUFFOLK 768470 75799 766 200506 CARLSBAD SAN DIEGO 768471 79500 737 200506 SAN DIEGO SAN DIEGO 768472 0 799 200506 MENIFEE RIVERSIDE 768473 29694.84 701 200506 PARKER DOUGLAS 768474 0 784 200506 COLTS NECK MONMOUTH 768475 73255 720 200506 CHICAGO COOK 768476 0 801 200506 HOBOKEN HUDSON 768477 0 800 200506 HONOLULU HONOLULU 768478 0 715 200506 CHANDLER MARICOPA 768479 96348.7 732 200506 CUPERTINO SANTA CLARA 768480 0 711 200506 LOOMIS PLACER 768481 81216.9 746 200506 SAN DIEGO SAN DIEGO 768482 0 751 200506 LOS ANGELES LOS ANGELES 768483 58500 738 200506 SIMI VALLEY VENTURA 768484 0 755 200506 WESTON MIDDLESEX 768485 4770 770 200506 HENDERSON CLARK 768486 147000 712 200506 HAYWARD ALAMEDA 768487 26001.5 728 200506 REDONDO BEACH LOS ANGELES 768488 0 776 200506 JERSEY CITY HUDSON 768489 0 709 200506 HENDERSON CLARK 768490 0 746 200506 HOLDEN BEACH BRUNSWICK 768491 71180.7 746 200506 HENDERSON CLARK 768492 0 700 200506 LAS VEGAS CLARK 768493 0 764 200506 LAS VEGAS CLARK 768494 59990 661 200506 GARWOOD UNION 768495 80000 697 200506 SAN JOSE SANTA CLARA 768496 0 733 200506 QUINCY NORFOLK 768497 0 760 200506 CHARLESTOWN SUFFOLK 768498 0 743 200506 LIVERMORE ALAMEDA 768499 0 785 200506 SOUTH LAKE TAHOE EL DORADO 768500 72900 770 200506 SAN JOSE SANTA CLARA 768501 0 746 200506 ORLANDO ORANGE 768502 0 788 200506 LOS ANGELES LOS ANGELES 768503 0 741 200506 PROVINCETOWN BARNSTABLE 768504 69610.5 682 200506 WOBURN MIDDLESEX 768505 65700 702 200506 JAMAICA PLAIN SUFFOLK 768506 0 784 200506 CHULA VISTA SAN DIEGO 768507 0 722 200506 KIRKLAND KING 768508 0 758 200506 STERLING LOUDOUN 768509 0 739 200506 BETHESDA MONTGOMERY 768510 59900 724 200506 FORESTVILLE SONOMA 768511 47970 718 200506 FAIR OAKS SACRAMENTO 768512 0 751 200506 GLENDALE LOS ANGELES 768513 0 724 200506 FAIRFAX FAIRFAX 768514 71250 810 200506 EL CAJON SAN DIEGO 768515 0 746 200506 SILVER SPRING MONTGOMERY 768516 0 706 200506 SACRAMENTO SACRAMENTO 768517 59779.7 734 200506 MENIFEE RIVERSIDE 768518 0 733 200506 BLACK DIAMOND KING 768519 0 717 200506 FORT LEE BERGEN 768520 80985 729 200506 VALENCIA LOS ANGELES 768521 118000 687 200506 DANBURY FAIRFIELD 768522 118980 680 200506 ATLANTA FULTON 768523 72100 732 200506 SAN BRUNO SAN MATEO 768524 90032 667 200506 AREA OF RIVERSIDE RIVERSIDE 768525 0 780 200506 ANNANDALE FAIRFAX 768526 51900 686 200506 CHARLESTON CHARLESTON 768527 0 771 200506 CONCORD CONTRA COSTA 768528 0 726 200506 SAN FRANCISCO SAN FRANCISCO 768529 0 785 200506 ORANGE PARK CLAY 768530 0 704 200506 SAINT CHARLES KANE 768531 102500 776 200506 ENCINITAS SAN DIEGO 768532 0 736 200506 SAN DIEGO SAN DIEGO 768533 102000 743 200506 MORGAN HILL SANTA CLARA 768534 102433.16 794 200506 WILDOMAR RIVERSIDE 768535 0 725 200506 PANAMA CITY BEACH BAY 768536 49000 786 200506 CRESSKILL BERGEN 768537 0 800 200506 SALT LAKE CITY SALT LAKE 768538 186000 669 200506 DANVILLE CONTRA COSTA 768539 67561.35 729 200506 MONROE SNOHOMISH 767154 0 729 200506 IRVINE ORANGE 767155 0 808 200506 IRVINE ORANGE 767156 0 720 200506 BUFFALO WRIGHT 767157 0 757 200506 ALAMEDA ALAMEDA 767158 87699.75 753 200506 LOOMIS PLACER 767159 0 793 200506 PALM BEACH GARDENS PALM BEACH 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767184 0 672 200506 LAGUNA BEACH ORANGE 767185 0 718 200506 LOS ANGELES LOS ANGELES 767186 0 677 200506 FREMONT ALAMEDA 767187 0 777 200506 VISTA SAN DIEGO 767188 0 717 200506 YORBA LINDA ORANGE 767189 0 724 200506 RICHMOND CONTRA COSTA 767190 0 799 200506 NOVATO MARIN 767191 0 764 200506 EL GRANADA SAN MATEO 767192 46290 669 200506 SACRAMENTO SACRAMENTO 767193 0 745 200506 BERKELEY ALAMEDA 767194 132513.71 760 200506 GLENN DALE PRINCE GEORGE'S 767195 0 717 200506 WAYNE CHESTER 767196 0 675 200506 LEMONT COOK 767197 460137.46 711 200506 CALABASAS LOS ANGELES 767198 49987.5 770 200506 HERMOSA BEACH LOS ANGELES 767199 100035 749 200506 RIVERSIDE FAIRFIELD 767200 84900 764 200506 MISSION VIEJO ORANGE 767201 200025 703 200506 SAN PEDRO LOS ANGELES 767202 52000 758 200506 SARASOTA SARASOTA 767203 0 730 200506 SAN CLEMENTE SAN DIEGO 767204 139962.9 721 200506 ROSEVILLE PLACER 767205 0 798 200506 ROSEVILLE PLACER 767206 0 775 200506 SEATTLE KING 767207 58000 774 200506 JAMUL SAN DIEGO 767208 0 794 200506 SIMI VALLEY VENTURA 767209 0 691 200506 ARLINGTON MIDDLESEX 767210 69750 742 200506 MOUNT PLEASANT CHARLESTON 767211 0 764 200506 HUNTINGTON BEACH ORANGE 767212 0 774 200506 GLENDALE LOS ANGELES 767213 0 782 200506 POTOMAC MONTGOMERY 767214 60000 760 200506 OCEANSIDE SAN DIEGO 767215 0 767 200506 LA QUINTA RIVERSIDE 767216 0 724 200506 PALM DESERT RIVERSIDE 767217 7462 749 200506 KULA MAUI 767218 119000 793 200506 DEL MAR SAN DIEGO 767219 89500 717 200506 PARADISE VALLEY MARICOPA 767220 0 705 200506 SOUTHWEST RANCHES BROWARD 767221 0 704 200506 EL CAJON SAN DIEGO 767222 0 768 200506 HINGHAM PLYMOUTH 767223 75000 755 200506 HERNDON FAIRFAX 767224 0 709 200506 FOLSOM SACRAMENTO 767225 35014 775 200506 DRAPER SALT LAKE 767226 0 731 200506 ELK GROVE SACRAMENTO 767227 118000 804 200506 NORTHRIDGE LOS ANGELES 767228 0 775 200506 CARPINTERIA SANTA BARBARA 767229 0 785 200506 CAMARILLO VENTURA 767230 69000 768 200506 LAS VEGAS CLARK 767231 0 807 200506 CHICAGO COOK 767232 0 741 200506 IRVINE ORANGE 767233 0 760 200506 GOODYEAR MARICOPA 767234 0 768 200506 LAKE ELSINORE RIVERSIDE 767235 0 769 200506 SCOTTSDALE MARICOPA 767236 0 770 200506 HENDERSON CLARK 767237 54600 734 200506 RIDGEWOOD BERGEN 767238 0 797 200506 AZUSA LOS ANGELES 767239 67400 679 200506 PLACENTIA ORANGE 767240 0 795 200506 NORTH VENICE SARASOTA 767241 66875 744 200506 HARDYSTON TWP.(HAMBU SUSSEX 767242 0 758 200506 SAVANNAH CHATHAM 767243 0 813 200506 ANAHEIM ORANGE 767244 0 771 200506 SARASOTA SARASOTA 767245 37996 686 200506 CAMARILLO VENTURA 767246 73559.37 816 200506 SAN DIEGO SAN DIEGO 767247 0 686 200506 MODESTO STANISLAUS 767248 67500 762 200506 ATLANTA FULTON 767249 0 777 200506 GLENDALE LOS ANGELES 767250 65500 732 200506 FULLERTON ORANGE 767251 500040 720 200506 ARNOLD ANNE ARUNDEL 767252 121695 743 200506 SAN DIEGO SAN DIEGO 767253 0 814 200506 NAPA NAPA 767254 35750 754 200506 SEATTLE KING 767255 0 749 200506 NEWPORT BEACH ORANGE 767256 0 729 200506 MISSION VIEJO ORANGE 767257 0 762 200506 OCEAN CITY CAPE MAY 767258 0 777 200506 LONG BEACH LOS ANGELES 767259 96910 704 200506 HAWTHORNE LOS ANGELES 767260 0 719 200506 INDIANAPOLIS MARION 767261 110000 753 200506 NEWPORT BEACH ORANGE 767262 0 754 200506 WESTON MIDDLESEX 767263 0 731 200506 SAN JOSE SANTA CLARA 767264 0 686 200506 EL SEGUNDO LOS ANGELES 767265 0 797 200506 MOORPARK VENTURA 767266 0 801 200506 WOODINVILLE KING 767267 178020 711 200506 SAN FRANCISCO SAN FRANCISCO 767268 0 725 200506 CARLSBAD SAN DIEGO 767269 134980.5 664 200506 NEWCASTLE KING 767270 78265.9 731 200506 BRENTWOOD CONTRA COSTA 767271 0 701 200506 ANTIOCH CONTRA COSTA 767272 64000 717 200506 REDONDO BEACH LOS ANGELES 767273 0 738 200506 SOUTH PASADENA LOS ANGELES 767274 0 739 200506 SANTA MONICA LOS ANGELES 767275 20000 791 200506 SAN CARLOS SAN MATEO 767276 249916 764 200506 SHERMAN OAKS LOS ANGELES 767277 99958 740 200506 LOS ANGELES LOS ANGELES 767278 0 769 200506 SAN DIEGO SAN DIEGO 767279 0 733 200506 ROSEVILLE PLACER 767280 0 711 200506 GLENDALE LOS ANGELES 767281 0 804 200506 SAN DIEGO SAN DIEGO 767282 0 766 200506 RANCHO CUCAMONGA SAN BERNARDINO 767283 0 733 200506 FOLSOM SACRAMENTO 767284 0 746 200506 MONTROSE LOS ANGELES 767285 0 719 200506 CHULA VISTA SAN DIEGO 767286 138527 757 200506 FORT COLLINS LARIMER 767287 0 724 200506 GRANITE BAY PLACER 767288 94000 734 200506 LAGUNA NIGUEL ORANGE 767289 0 739 200506 BURBANK LOS ANGELES 767290 0 722 200506 SAN DIEGO SAN DIEGO 767291 51400 767 200506 MOUNT PLEASANT CHARLESTON 767292 85000 770 200506 OAKLAND ALAMEDA 767293 0 749 200506 MILPITAS SANTA CLARA 767294 0 701 200506 GOLETA SANTA BARBARA 767295 20008 798 200506 ANTIOCH CONTRA COSTA 767296 78700 676 200506 SAN CLEMENTE ORANGE 767297 0 743 200506 ALISO VIEJO ORANGE 767298 65000 731 200506 LA CRESCENTA CA LOS ANGELES 767299 0 737 200506 LA QUINTA RIVERSIDE 767300 70500 787 200506 CAMPBELL SANTA CLARA 767301 0 756 200506 SAN FRANCISCO SAN FRANCISCO 767302 0 726 200506 CARLSBAD SAN DIEGO 767303 92482.5 700 200506 SAN JOSE SANTA CLARA 767304 0 763 200506 FREMONT ALAMEDA 767305 80000 716 200506 BOISE ADA 767306 0 769 200506 GOLETA SANTA BARBARA 767307 0 718 200506 FORT WALTON BEACH OKALOOSA 767308 0 703 200506 LA HABRA ORANGE 767309 0 790 200506 LOS ANGELES (VALLEY LOS ANGELES 767310 99400 774 200506 CULPEPER CULPEPER 767311 79942.5 695 200506 SANTA CLARITA LOS ANGELES 767312 72000 705 200506 SOLANA BEACH SAN DIEGO 767313 102000 700 200506 TRABUCO CANYON ORANGE 767314 0 754 200506 WINTER GARDEN ORANGE 767315 0 704 200506 FORESTVILLE SONOMA 767316 0 754 200506 SAN JOSE SANTA CLARA 767317 52515 709 200506 WASHINGTON DISTRICT OF COLUMBIA 767318 67500 748 200506 LORTON FAIRFAX 767319 0 702 200506 FORT COLLINS LARIMER 767921 0 719 200506 WESTMINSTER CARROLL 767922 0 792 200509 NAPLES COLLIER 767923 0 745 200506 NORTH LAS VEGAS CLARK 767924 20037.5 745 200506 NORTH LAS VEGAS CLARK 767925 0 665 200509 ONEONTA OTSEGO 767926 0 652 200506 CHEYENNE LARAMIE 767927 0 742 200506 BATTLE GROUND CLARK 767928 34600 726 200506 ALBERTVILLE WRIGHT 767929 59998.4 756 200506 VESTAVIA HILLS JEFFERSON 767930 52950 706 200506 CHATHAM MORRIS 767931 0 669 200506 CHANTILLY FAIRFAX 767932 54380.8 733 200506 QUEEN CREEK PINAL 767933 50470 806 200506 CARMEL MONTEREY 767934 75000 775 200506 CARNATION KING 767935 0 757 200506 NASHVILLE DAVIDSON 767936 0 779 200506 MANALAPAN MONMOUTH 767937 0 706 200506 GROVELAND LAKE 767938 0 665 200506 MILLVILLE SUSSEX 767939 0 724 200506 PHOENIX MARICOPA 767940 0 596 200506 LINCOLN PLACER 767941 83091.83 675 200506 CORONA RIVERSIDE 767942 0 773 200506 PRINCEVILLE KAUAI 767943 54000 770 200506 TOMS RIVER OCEAN 767944 0 750 200506 BOISE ADA 767945 19982 657 200506 LOS ANGELES LOS ANGELES 767946 38100 668 200506 KIRKLAND KING 767947 0 662 200506 GAINESVILLE ALACHUA 767948 0 631 200506 NORTH LAS VEGAS CLARK 767949 38000 748 200506 PHOENIX MARICOPA 767950 0 796 200506 EAST LYME (NIANTIC) NEW LONDON 767951 0 648 200506 CINCINNATI HAMILTON 767952 0 800 200506 SANTA CLARITA LOS 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WOODINVILLE KING 767977 0 801 200506 SEATTLE KING 767978 0 801 200506 SEATTLE KING 767979 0 705 200506 SEATTLE KING 767980 0 762 200506 MURRIETA RIVERSIDE 767981 0 691 200506 CEDAR HILL DALLAS 767982 15200 714 200506 MERIDIAN ADA 767983 42000 723 200506 HOPATCONG SUSSEX 767984 150006 801 200506 LOVELAND LARIMER 767985 26999 698 200506 CHEWELAH STEVENS 767986 0 661 200506 BRADENTON MANATEE 767987 28100 709 200506 COLUMBIA BOONE 767988 0 640 200506 SURPRISE MARICOPA 767989 0 793 200506 EL DORADO HILLS EL DORADO 767990 38800 669 200506 GURNEE LAKE 767991 0 765 200506 CALUMET CITY COOK 767992 0 680 200506 PEYTON EL PASO 767993 17900 763 200506 KENTWOOD KENT 767994 0 661 200506 MERIDIAN ADA 767995 27980 658 200506 FEDERAL WAY KING 767996 0 692 200506 HUNTERSVILLE MECKLENBURG 767997 36998.49 716 200506 MIAMI MIAMI-DADE 767998 42200 703 200506 NICEVILLE OKALOOSA 767999 0 773 200506 JAMAICA QUEENS 768000 62990 753 200506 MAPLE VALLEY KING 768001 55400 660 200506 MIAMI MIAMI-DADE 768002 0 756 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MI 48220 1 FAMILY 1 OWNER OCCUPIED 747398 IL 60107 CONDO 1 OWNER OCCUPIED 747628 CA 90041 1 FAMILY 1 OWNER OCCUPIED 747078 CA 91302 CONDO 1 OWNER OCCUPIED 747602 TX 77075 1 FAMILY 1 OWNER OCCUPIED 747107 NC 28374 PUD 1 OWNER OCCUPIED 747462 CA 95307 1 FAMILY 1 OWNER OCCUPIED 747183 IL 60099 1 FAMILY 1 OWNER OCCUPIED 747120 CA 91763 1 FAMILY 1 OWNER OCCUPIED 747212 NV 89123 1 FAMILY 1 OWNER OCCUPIED 747321 CA 95959 1 FAMILY 1 OWNER OCCUPIED 768361 MD 21043 PUD 1 OWNER OCCUPIED 768362 CA 93003 1 FAMILY 1 OWNER OCCUPIED 768363 CA 95648 PUD 1 OWNER OCCUPIED 768364 CA 92694 CONDO 1 OWNER OCCUPIED 768365 NV 89149 1 FAMILY 1 OWNER OCCUPIED 768366 NJ 7834 CONDO 1 OWNER OCCUPIED 768367 CA 91910 1 FAMILY 1 OWNER OCCUPIED 768368 ID 83616 PUD 1 OWNER OCCUPIED 768369 CA 92130 PUD 1 OWNER OCCUPIED 768370 MD 21774 PUD 1 OWNER OCCUPIED 768371 CA 93551 PUD 1 OWNER OCCUPIED 768372 CO 80130 PUD 1 OWNER OCCUPIED 768373 CA 90731 1 FAMILY 1 OWNER OCCUPIED 768374 TX 78628 PUD 1 OWNER OCCUPIED 768375 CA 90094 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OCCUPIED 768401 FL 32968 PUD 1 SECOND HOME 768402 CA 95672 PUD 1 OWNER OCCUPIED 768403 CA 94582 1 FAMILY 1 OWNER OCCUPIED 768404 CA 91016 1 FAMILY 1 OWNER OCCUPIED 768405 CA 92679 PUD 1 SECOND HOME 768406 CA 92123 CONDO 1 OWNER OCCUPIED 768407 CA 92009 PUD 1 OWNER OCCUPIED 768408 CA 95212 1 FAMILY 1 OWNER OCCUPIED 768409 VA 22039 PUD 1 OWNER OCCUPIED 768410 CA 95035 CONDO 1 OWNER OCCUPIED 768411 NV 89436 PUD 1 OWNER OCCUPIED 768412 CA 95747 1 FAMILY 1 OWNER OCCUPIED 768413 VA 22193 PUD 1 OWNER OCCUPIED 768414 WA 98110 1 FAMILY 1 OWNER OCCUPIED 768415 CA 93012 PUD 1 OWNER OCCUPIED 768416 VA 20148 PUD 1 OWNER OCCUPIED 768417 CA 94404 CONDO 1 OWNER OCCUPIED 768418 CA 95687 1 FAMILY 1 OWNER OCCUPIED 768419 OR 97034 1 FAMILY 1 OWNER OCCUPIED 768420 CA 93021 1 FAMILY 1 OWNER OCCUPIED 768421 HI 96817 1 FAMILY 1 OWNER OCCUPIED 768422 CA 94588 1 FAMILY 1 OWNER OCCUPIED 768423 CA 93030 1 FAMILY 1 OWNER OCCUPIED 768424 CA 94509 1 FAMILY 1 OWNER OCCUPIED 768425 MN 55912 1 FAMILY 1 OWNER OCCUPIED 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768451 NY 12533 1 FAMILY 1 OWNER OCCUPIED 768452 NJ 7936 1 FAMILY 1 OWNER OCCUPIED 768453 NJ 7024 CONDO 1 OWNER OCCUPIED 768454 NJ 7757 1 FAMILY 1 OWNER OCCUPIED 768455 HI 96753 CONDO 1 SECOND HOME 768456 MA 1845 1 FAMILY 1 OWNER OCCUPIED 768457 CO 80121 1 FAMILY 1 OWNER OCCUPIED 768458 CA 95377 1 FAMILY 1 OWNER OCCUPIED 768459 CA 92008 1 FAMILY 1 SECOND HOME 768460 CA 92026 PUD 1 OWNER OCCUPIED 768461 CO 80127 PUD 1 OWNER OCCUPIED 768462 CA 93546 1 FAMILY 1 OWNER OCCUPIED 768463 CA 91501 CONDO 1 OWNER OCCUPIED 768464 CA 92126 1 FAMILY 1 OWNER OCCUPIED 768465 NH 3062 1 FAMILY 1 OWNER OCCUPIED 768466 CA 93401 CONDO 1 SECOND HOME 768467 CA 91501 CONDO 1 OWNER OCCUPIED 768468 MA 1742 1 FAMILY 1 OWNER OCCUPIED 768469 MA 2210 CONDO 1 SECOND HOME 768470 CA 92009 PUD 1 OWNER OCCUPIED 768471 CA 92103 CONDO 1 OWNER OCCUPIED 768472 CA 92584 1 FAMILY 1 OWNER OCCUPIED 768473 CO 80134 PUD 1 OWNER OCCUPIED 768474 NJ 7722 1 FAMILY 1 OWNER OCCUPIED 768475 IL 60614 CONDO 1 OWNER OCCUPIED 768476 NJ 7030 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767166 IL 60025 1 FAMILY 1 OWNER OCCUPIED 767167 CA 92886 PUD 1 OWNER OCCUPIED 767168 WA 98065 PUD 1 OWNER OCCUPIED 767169 CA 92082 1 FAMILY 1 OWNER OCCUPIED 767170 CA 92886 PUD 1 OWNER OCCUPIED 767171 CA 92078 PUD 1 OWNER OCCUPIED 767172 CA 93644 1 FAMILY 1 OWNER OCCUPIED 767173 CA 91741 1 FAMILY 1 OWNER OCCUPIED 767174 CA 94044 1 FAMILY 1 OWNER OCCUPIED 767175 VA 20152 PUD 1 OWNER OCCUPIED 767176 CA 93063 1 FAMILY 1 OWNER OCCUPIED 767177 CA 93035 CONDO 1 SECOND HOME 767178 CA 90621 1 FAMILY 1 OWNER OCCUPIED 767179 CA 94598 1 FAMILY 1 OWNER OCCUPIED 767180 CA 92124 PUD 1 OWNER OCCUPIED 767181 CA 91324 1 FAMILY 1 OWNER OCCUPIED 767182 CA 95762 PUD 1 OWNER OCCUPIED 767183 CA 94702 1 FAMILY 1 OWNER OCCUPIED 767184 CA 92651 1 FAMILY 1 OWNER OCCUPIED 767185 CA 90064 CONDO 1 OWNER OCCUPIED 767186 CA 94538 1 FAMILY 1 OWNER OCCUPIED 767187 CA 92081 1 FAMILY 1 OWNER OCCUPIED 767188 CA 92887 PUD 1 OWNER OCCUPIED 767189 CA 94804 1 FAMILY 1 OWNER OCCUPIED 767190 CA 94949 PUD 1 OWNER OCCUPIED 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767266 WA 98072 PUD 1 OWNER OCCUPIED 767267 CA 94127 1 FAMILY 1 SECOND HOME 767268 CA 92009 PUD 1 OWNER OCCUPIED 767269 WA 98059 PUD 1 OWNER OCCUPIED 767270 CA 94513 PUD 1 OWNER OCCUPIED 767271 CA 94509 1 FAMILY 1 OWNER OCCUPIED 767272 CA 90277 CONDO 1 OWNER OCCUPIED 767273 CA 91030 CONDO 1 OWNER OCCUPIED 767274 CA 90405 1 FAMILY 1 OWNER OCCUPIED 767275 CA 94070 1 FAMILY 1 OWNER OCCUPIED 767276 CA 91423 1 FAMILY 1 OWNER OCCUPIED 767277 CA 90034 1 FAMILY 1 OWNER OCCUPIED 767278 CA 92103 1 FAMILY 1 OWNER OCCUPIED 767279 CA 95661 1 FAMILY 1 OWNER OCCUPIED 767280 CA 91202 CONDO 1 OWNER OCCUPIED 767281 CA 92119 1 FAMILY 1 OWNER OCCUPIED 767282 CA 91737 1 FAMILY 1 OWNER OCCUPIED 767283 CA 95630 PUD 1 OWNER OCCUPIED 767284 CA 91020 1 FAMILY 1 OWNER OCCUPIED 767285 CA 91910 1 FAMILY 1 OWNER OCCUPIED 767286 CO 80525 1 FAMILY 1 OWNER OCCUPIED 767287 CA 95746 1 FAMILY 1 OWNER OCCUPIED 767288 CA 92677 1 FAMILY 1 OWNER OCCUPIED 767289 CA 91502 1 FAMILY 1 OWNER OCCUPIED 767290 CA 92128 CONDO 1 OWNER 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OCCUPIED 768343 MI 48174 1 FAMILY 1 OWNER OCCUPIED 768344 WA 98001 1 FAMILY 1 OWNER OCCUPIED 768345 CA 95833 1 FAMILY 1 OWNER OCCUPIED 768346 CA 91367 1 FAMILY 1 OWNER OCCUPIED 768347 CA 91306 1 FAMILY 1 OWNER OCCUPIED 768348 CA 95054 PUD 1 OWNER OCCUPIED 768349 ID 83333 1 FAMILY 1 OWNER OCCUPIED 768350 CA 90808 1 FAMILY 1 OWNER OCCUPIED 768351 OR 97209 CONDO 1 OWNER OCCUPIED 768352 CO 80260 CONDO 1 OWNER OCCUPIED 768353 CA 91030 1 FAMILY 1 OWNER OCCUPIED 768354 WA 98036 1 FAMILY 1 OWNER OCCUPIED 768355 CA 93436 1 FAMILY 1 OWNER OCCUPIED 768356 CO 80138 1 FAMILY 1 OWNER OCCUPIED 768357 CA 94553 1 FAMILY 1 OWNER OCCUPIED 768358 CA 95054 CONDO 1 OWNER OCCUPIED 768359 CA 94565 PUD 1 OWNER OCCUPIED 768360 MN 55301 CONDO 1 OWNER OCCUPIED 769079 MD 21001 PUD 1 OWNER OCCUPIED 769080 VA 20120 PUD 1 OWNER OCCUPIED 769081 IN 46385 1 FAMILY 1 OWNER OCCUPIED 769082 NY 11706 1 FAMILY 1 OWNER OCCUPIED 769083 VA 20112 1 FAMILY 1 OWNER OCCUPIED 769084 CA 94565 1 FAMILY 1 OWNER OCCUPIED 769085 NY 11590 1 FAMILY 1 OWNER OCCUPIED 769086 CA 91342 CONDO 1 OWNER OCCUPIED 769087 MD 20850 PUD 1 OWNER OCCUPIED 769088 NY 11229 1 FAMILY 1 OWNER OCCUPIED 769089 MD 20886 PUD 1 OWNER OCCUPIED 769090 NJ 7442 CONDO 1 OWNER OCCUPIED 769091 CA 95823 1 FAMILY 1 OWNER OCCUPIED 769092 MD 20874 PUD 1 OWNER OCCUPIED 769093 MN 55417 1 FAMILY 1 OWNER OCCUPIED 769094 OR 97502 1 FAMILY 1 OWNER OCCUPIED 769095 VA 20176 PUD 1 OWNER OCCUPIED 769096 MN 55038 1 FAMILY 1 OWNER OCCUPIED 769097 MD 20783 1 FAMILY 1 OWNER OCCUPIED 769098 DE 19711 PUD 1 OWNER OCCUPIED 769099 OH 44720 1 FAMILY 1 OWNER OCCUPIED 769100 CA 94080 1 FAMILY 1 OWNER OCCUPIED 769101 CO 80540 1 FAMILY 1 OWNER OCCUPIED 769102 CA 95018 1 FAMILY 1 OWNER OCCUPIED 769103 FL 33173 PUD 1 OWNER OCCUPIED 769104 TX 77009 1 FAMILY 1 OWNER OCCUPIED 769105 OH 43123 1 FAMILY 1 OWNER OCCUPIED 769106 FL 33321 PUD 1 OWNER OCCUPIED 769107 MD 20782 1 FAMILY 1 OWNER OCCUPIED 769108 FL 33411 1 FAMILY 1 OWNER OCCUPIED 769109 CA 92506 1 FAMILY 1 OWNER OCCUPIED 769110 CA 95815 1 FAMILY 1 OWNER OCCUPIED 769111 CO 80534 1 FAMILY 1 OWNER OCCUPIED 769112 GA 30126 PUD 1 OWNER OCCUPIED 769113 CA 95127 1 FAMILY 1 OWNER OCCUPIED 769114 CA 90046 1 FAMILY 1 OWNER OCCUPIED 769115 CA 95242 CONDO 1 OWNER OCCUPIED 769116 WA 98006 PUD 1 OWNER OCCUPIED 769117 MN 56001 1 FAMILY 1 OWNER OCCUPIED 769118 MD 21045 CONDO 1 OWNER OCCUPIED 769119 VA 22309 CONDO 1 OWNER OCCUPIED 769120 CA 91011 1 FAMILY 1 OWNER OCCUPIED 769121 FL 33025 CONDO 1 OWNER OCCUPIED 769122 FL 33076 PUD 1 OWNER OCCUPIED 769123 MA 2152 CONDO 1 OWNER OCCUPIED 769124 CA 94901 1 FAMILY 1 OWNER OCCUPIED 769125 CA 95490 1 FAMILY 1 OWNER OCCUPIED 769126 CO 80120 1 FAMILY 1 OWNER OCCUPIED 769127 NJ 8081 1 FAMILY 1 OWNER OCCUPIED 769128 NV 89178 PUD 1 OWNER OCCUPIED 769129 OH 43105 1 FAMILY 1 OWNER OCCUPIED 769130 CO 80906 1 FAMILY 1 OWNER OCCUPIED 769131 MD 20815 1 FAMILY 1 OWNER OCCUPIED 769132 MD 21012 CONDO 1 OWNER OCCUPIED 769133 CA 91387 1 FAMILY 1 OWNER OCCUPIED 769134 CA 92833 CONDO 1 OWNER OCCUPIED 769135 CA 95008 1 FAMILY 1 OWNER OCCUPIED 769136 TX 75156 1 FAMILY 1 OWNER OCCUPIED 769137 FL 33165 1 FAMILY 1 OWNER OCCUPIED 769138 MD 20877 PUD 1 OWNER OCCUPIED 769139 OH 44641 1 FAMILY 1 OWNER OCCUPIED 769140 CA 92835 1 FAMILY 1 OWNER OCCUPIED 769141 UT 84737 PUD 1 OWNER OCCUPIED 769142 DC 20002 1 FAMILY 1 OWNER OCCUPIED 769143 CT 6357 1 FAMILY 1 OWNER OCCUPIED 769144 IL 60639 1 FAMILY 1 OWNER OCCUPIED 769145 MD 20785 1 FAMILY 1 OWNER OCCUPIED 769146 WA 98332 PUD 1 OWNER OCCUPIED 769147 CO 80014 CONDO 1 OWNER OCCUPIED 769148 NV 89451 CONDO 1 OWNER OCCUPIED 769149 MD 20886 CONDO 1 OWNER OCCUPIED 769150 FL 32836 PUD 1 OWNER OCCUPIED 769151 CO 80234 CONDO 1 OWNER OCCUPIED 769152 CO 80504 PUD 1 OWNER OCCUPIED 769153 FL 33015 1 FAMILY 1 OWNER OCCUPIED 769154 VA 23456 CONDO 1 OWNER OCCUPIED 769155 TX 75206 1 FAMILY 1 OWNER OCCUPIED 769156 IL 60107 PUD 1 OWNER OCCUPIED 769157 CA 90755 CONDO 1 OWNER OCCUPIED 769158 GA 30067 1 FAMILY 1 OWNER OCCUPIED 769159 CO 80120 1 FAMILY 1 OWNER OCCUPIED 769160 CA 95476 CONDO 1 OWNER OCCUPIED 769161 CA 92065 PUD 1 OWNER OCCUPIED 769162 WA 98203 CONDO 1 OWNER OCCUPIED 769163 CA 92301 1 FAMILY 1 OWNER OCCUPIED 769164 CA 94590 PUD 1 OWNER OCCUPIED 769165 CA 92591 1 FAMILY 1 OWNER OCCUPIED 769166 CA 90744 CONDO 1 OWNER OCCUPIED 769167 CA 95336 1 FAMILY 1 OWNER OCCUPIED 769168 CA 91752 1 FAMILY 1 OWNER OCCUPIED 769169 MD 20678 PUD 1 OWNER OCCUPIED 769170 CA 95603 1 FAMILY 1 OWNER OCCUPIED 769171 MN 56367 1 FAMILY 1 OWNER OCCUPIED 769172 MD 21158 1 FAMILY 1 OWNER OCCUPIED 769173 CA 94561 1 FAMILY 1 OWNER OCCUPIED 769174 CA 94401 CONDO 1 OWNER OCCUPIED 769175 VA 22031 CONDO 1 OWNER OCCUPIED 769176 CA 94565 1 FAMILY 1 OWNER OCCUPIED 769177 CA 95401 PUD 1 OWNER OCCUPIED 769178 CA 90717 1 FAMILY 1 OWNER OCCUPIED 769179 CA 92119 1 FAMILY 1 OWNER OCCUPIED 769180 CA 91766 PUD 1 OWNER OCCUPIED 769181 VA 22201 CONDO 1 OWNER OCCUPIED 769182 MI 49686 CONDO 1 OWNER OCCUPIED 769183 CO 80219 1 FAMILY 1 OWNER OCCUPIED 769184 CO 80211 1 FAMILY 1 OWNER OCCUPIED 769185 CA 95823 1 FAMILY 1 OWNER OCCUPIED 769186 VA 22407 PUD 1 OWNER OCCUPIED 769187 MN 55379 1 FAMILY 1 OWNER OCCUPIED 769188 TN 37870 1 FAMILY 1 OWNER OCCUPIED 769189 CA 95382 1 FAMILY 1 OWNER OCCUPIED 769190 IL 60004 1 FAMILY 1 OWNER OCCUPIED 769191 CA 95662 1 FAMILY 1 OWNER OCCUPIED 769192 CA 95122 1 FAMILY 1 OWNER OCCUPIED 769193 VA 20169 PUD 1 OWNER OCCUPIED 769194 OH 43017 1 FAMILY 1 OWNER OCCUPIED 769195 CA 95148 1 FAMILY 1 OWNER OCCUPIED 769196 CA 94544 1 FAMILY 1 OWNER OCCUPIED 769197 WA 98026 1 FAMILY 1 OWNER OCCUPIED 769198 VA 20152 PUD 1 OWNER OCCUPIED 769199 MD 20906 1 FAMILY 1 OWNER OCCUPIED 769200 VA 20164 CONDO 1 OWNER OCCUPIED 769201 CA 94619 1 FAMILY 1 OWNER OCCUPIED 769202 IL 60089 1 FAMILY 1 OWNER OCCUPIED 769203 CA 91732 PUD 1 OWNER OCCUPIED 769204 VA 23666 1 FAMILY 1 OWNER OCCUPIED 769205 CA 94544 1 FAMILY 1 OWNER OCCUPIED 769206 CO 80920 1 FAMILY 1 OWNER OCCUPIED 769207 CA 91737 1 FAMILY 1 OWNER OCCUPIED 769208 VA 22079 PUD 1 OWNER OCCUPIED 769209 OH 45239 1 FAMILY 1 OWNER OCCUPIED 769210 VA 22032 1 FAMILY 1 OWNER OCCUPIED 769211 OR 97124 PUD 1 OWNER OCCUPIED 769212 MN 55044 CONDO 1 OWNER OCCUPIED 769213 CA 94539 1 FAMILY 1 OWNER OCCUPIED 769214 WA 98075 1 FAMILY 1 OWNER OCCUPIED 769215 CA 95240 1 FAMILY 1 OWNER OCCUPIED 769216 CA 95687 1 FAMILY 1 OWNER OCCUPIED 769217 CA 93003 1 FAMILY 1 OWNER OCCUPIED 769218 CT 6850 1 FAMILY 1 OWNER OCCUPIED 769219 NV 89130 PUD 1 OWNER OCCUPIED 769220 WA 98338 PUD 1 OWNER OCCUPIED 769221 TX 77027 PUD 1 OWNER OCCUPIED 769222 CA 94124 1 FAMILY 1 OWNER OCCUPIED 769223 CA 94014 1 FAMILY 1 OWNER OCCUPIED 769224 PA 19147 1 FAMILY 1 OWNER OCCUPIED 769225 CA 95360 1 FAMILY 1 OWNER OCCUPIED 769226 CA 95035 CONDO 1 OWNER OCCUPIED 769227 VT 22124 1 FAMILY 1 OWNER OCCUPIED 769228 CO 80013 PUD 1 OWNER OCCUPIED 769229 IL 60090 1 FAMILY 1 OWNER OCCUPIED 769230 CA 92019 PUD 1 OWNER OCCUPIED 769231 FL 33063 PUD 1 OWNER OCCUPIED 769232 AZ 85086 PUD 1 OWNER OCCUPIED 769233 MD 20832 1 FAMILY 1 OWNER OCCUPIED 769234 CA 93065 1 FAMILY 1 OWNER OCCUPIED 769235 GA 30047 PUD 1 OWNER OCCUPIED 769236 FL 33021 CONDO 1 INVESTOR 769237 MI 48188 CONDO 1 OWNER OCCUPIED 769238 NY 11978 1 FAMILY 1 OWNER OCCUPIED 769239 CT 6810 1 FAMILY 1 OWNER OCCUPIED 769240 IL 60076 1 FAMILY 1 OWNER OCCUPIED 769241 FL 33914 1 FAMILY 1 OWNER OCCUPIED 769242 FL 33442 PUD 1 OWNER OCCUPIED 769243 SD 57106 1 FAMILY 1 OWNER OCCUPIED 769244 CA 92704 CONDO 1 OWNER OCCUPIED 769245 CA 92127 PUD 1 OWNER OCCUPIED 769246 CA 95020 1 FAMILY 1 OWNER OCCUPIED 769247 CA 94303 CONDO 1 OWNER OCCUPIED 769248 MD 20710 CONDO 1 OWNER OCCUPIED 769249 IL 60527 CONDO 1 OWNER OCCUPIED 769250 NY 11757 1 FAMILY 1 OWNER OCCUPIED 769251 CA 95035 1 FAMILY 1 OWNER OCCUPIED 769252 TX 75028 PUD 1 OWNER OCCUPIED 769253 CA 91702 PUD 1 OWNER OCCUPIED 769254 CA 92028 PUD 1 OWNER OCCUPIED 769255 MD 20901 PUD 1 OWNER OCCUPIED 769256 CA 91710 CONDO 1 OWNER OCCUPIED 769257 CA 92054 1 FAMILY 1 OWNER OCCUPIED 769258 CA 91311 1 FAMILY 1 OWNER OCCUPIED 769259 FL 33143 CONDO 1 OWNER OCCUPIED 769260 UT 84770 PUD 1 OWNER OCCUPIED 769261 CA 95350 1 FAMILY 1 OWNER OCCUPIED 769262 MD 21161 1 FAMILY 1 OWNER OCCUPIED 769263 CA 94565 CONDO 1 OWNER OCCUPIED 769264 VA 22205 1 FAMILY 1 OWNER OCCUPIED 769265 CA 92154 1 FAMILY 1 OWNER OCCUPIED 769266 OR 97224 PUD 1 OWNER OCCUPIED 769267 IL 60177 CONDO 1 OWNER OCCUPIED 769268 AZ 86323 1 FAMILY 1 OWNER OCCUPIED 769269 WA 98058 1 FAMILY 1 OWNER OCCUPIED 769270 MD 21158 1 FAMILY 1 OWNER OCCUPIED 769271 CA 91950 1 FAMILY 1 OWNER OCCUPIED 769272 CA 94112 1 FAMILY 1 OWNER OCCUPIED 769273 VA 22508 1 FAMILY 1 OWNER OCCUPIED 769274 NH 3865 1 FAMILY 1 OWNER OCCUPIED 769275 CO 80524 PUD 1 OWNER OCCUPIED 769276 AZ 85331 PUD 1 INVESTOR 769277 CA 94804 1 FAMILY 1 OWNER OCCUPIED 769278 CA 92078 PUD 1 OWNER OCCUPIED 769279 MA 2152 CONDO 1 OWNER OCCUPIED 769280 PA 19146 CONDO 1 INVESTOR 769281 AZ 85206 PUD 1 OWNER OCCUPIED 769282 MN 55372 1 FAMILY 1 OWNER OCCUPIED 769283 MN 55122 CONDO 1 OWNER OCCUPIED 769284 NV 89074 PUD 1 OWNER OCCUPIED 769285 MN 55416 1 FAMILY 1 OWNER OCCUPIED 769286 MN 55109 1 FAMILY 1 OWNER OCCUPIED 769287 CO 80011 1 FAMILY 1 OWNER OCCUPIED 769288 CA 94580 1 FAMILY 1 OWNER OCCUPIED 769289 IL 60107 CONDO 1 OWNER OCCUPIED 769290 MD 20850 CONDO 1 OWNER OCCUPIED 769291 CA 94565 1 FAMILY 1 OWNER OCCUPIED 769292 CA 90042 1 FAMILY 1 OWNER OCCUPIED 769293 CA 92115 CONDO 1 OWNER OCCUPIED 769294 CA 93436 1 FAMILY 1 OWNER OCCUPIED 769295 OR 97006 1 FAMILY 1 OWNER OCCUPIED 769296 OH 43040 1 FAMILY 1 OWNER OCCUPIED 769297 CA 92649 CONDO 1 OWNER OCCUPIED 769298 CA 92653 CONDO 1 OWNER OCCUPIED 769299 CA 94131 CONDO 1 OWNER OCCUPIED 769300 CA 94587 1 FAMILY 1 OWNER OCCUPIED 769301 CO 80525 PUD 1 OWNER OCCUPIED 769302 IL 60053 1 FAMILY 1 OWNER OCCUPIED 769303 CA 92782 PUD 1 OWNER OCCUPIED 769304 FL 32789 CONDO 1 OWNER OCCUPIED 769305 AZ 85033 1 FAMILY 1 OWNER OCCUPIED 769306 CA 94565 1 FAMILY 1 OWNER OCCUPIED 769307 FL 34232 PUD 1 OWNER OCCUPIED 769308 CA 92260 CONDO 1 OWNER OCCUPIED 769309 AZ 85225 1 FAMILY 1 OWNER OCCUPIED 769310 MD 21212 1 FAMILY 1 OWNER OCCUPIED 769311 GA 30039 1 FAMILY 1 OWNER OCCUPIED 769312 CA 95901 1 FAMILY 1 OWNER OCCUPIED 769313 CA 91304 CONDO 1 OWNER OCCUPIED 769314 CT 6901 CONDO 1 OWNER OCCUPIED 769315 OR 97501 1 FAMILY 1 OWNER OCCUPIED 769316 WI 53092 1 FAMILY 1 OWNER OCCUPIED 769317 FL 33065 1 FAMILY 1 OWNER OCCUPIED 769318 CA 95833 1 FAMILY 1 OWNER OCCUPIED 769319 CA 95127 CONDO 1 OWNER OCCUPIED 769320 CA 92509 1 FAMILY 1 OWNER OCCUPIED 769321 VA 22191 PUD 1 OWNER OCCUPIED 769322 CO 80620 1 FAMILY 1 OWNER OCCUPIED 769323 CO 80212 1 FAMILY 1 OWNER OCCUPIED 769324 CA 94544 1 FAMILY 1 OWNER OCCUPIED 769325 CA 92656 PUD 1 OWNER OCCUPIED 769326 CA 94547 CONDO 1 OWNER OCCUPIED 769327 OH 44278 1 FAMILY 1 OWNER OCCUPIED 769328 CA 93907 1 FAMILY 1 OWNER OCCUPIED 769329 FL 33023 1 FAMILY 1 OWNER OCCUPIED 769330 CA 91977 PUD 1 OWNER OCCUPIED 769331 NV 89408 1 FAMILY 1 OWNER OCCUPIED 769332 CA 95212 1 FAMILY 1 OWNER OCCUPIED 769333 WA 98446 PUD 1 OWNER OCCUPIED 769334 MD 21702 PUD 1 OWNER OCCUPIED 769335 CA 94928 PUD 1 OWNER OCCUPIED 769336 CA 92629 CONDO 1 OWNER OCCUPIED 769337 NV 89148 PUD 1 OWNER OCCUPIED 769338 CA 94533 1 FAMILY 1 OWNER OCCUPIED 769339 OR 97123 1 FAMILY 1 OWNER OCCUPIED 769340 CA 95835 PUD 1 OWNER OCCUPIED 769341 CA 92602 CONDO 1 OWNER OCCUPIED 769342 CA 93906 1 FAMILY 1 OWNER OCCUPIED 769343 CA 95829 1 FAMILY 1 OWNER OCCUPIED 769344 MI 49341 CONDO 1 OWNER OCCUPIED 769345 NV 89129 CONDO 1 OWNER OCCUPIED 769346 VA 22079 PUD 1 OWNER OCCUPIED 769347 MN 55104 1 FAMILY 1 OWNER OCCUPIED 769348 CA 92506 1 FAMILY 1 OWNER OCCUPIED 769349 CA 95632 1 FAMILY 1 OWNER OCCUPIED 769350 FL 32708 PUD 1 OWNER OCCUPIED 769351 NJ 7920 1 FAMILY 1 OWNER OCCUPIED 769352 CA 95476 1 FAMILY 1 OWNER OCCUPIED 769353 TX 78642 PUD 1 OWNER OCCUPIED 769354 CO 80232 1 FAMILY 1 OWNER OCCUPIED 769355 CA 94602 1 FAMILY 1 OWNER OCCUPIED 769356 WA 98366 1 FAMILY 1 OWNER OCCUPIED 769357 CA 94578 1 FAMILY 1 OWNER OCCUPIED 769358 CA 92336 1 FAMILY 1 OWNER OCCUPIED 769359 CA 94124 1 FAMILY 1 OWNER OCCUPIED 769360 MD 20735 1 FAMILY 1 OWNER OCCUPIED 769361 CA 94579 1 FAMILY 1 OWNER OCCUPIED 769362 WA 98033 CONDO 1 OWNER OCCUPIED 769363 OR 97322 1 FAMILY 1 OWNER OCCUPIED 769364 CO 80134 PUD 1 OWNER OCCUPIED 769365 CA 92009 1 FAMILY 1 OWNER OCCUPIED 769366 NV 89123 PUD 1 OWNER OCCUPIED 769367 IL 60090 CONDO 1 OWNER OCCUPIED 769368 CA 92395 PUD 1 OWNER OCCUPIED 769369 CO 80214 1 FAMILY 1 OWNER OCCUPIED 769370 OR 97230 1 FAMILY 1 OWNER OCCUPIED 769371 CA 94538 1 FAMILY 1 OWNER OCCUPIED 769372 CA 91344 1 FAMILY 1 OWNER OCCUPIED 769373 OH 43015 1 FAMILY 1 OWNER OCCUPIED 769374 CA 93720 1 FAMILY 1 OWNER OCCUPIED 769375 CA 95210 1 FAMILY 1 OWNER OCCUPIED 769376 OR 97232 CONDO 1 OWNER OCCUPIED 769377 CA 92345 1 FAMILY 1 OWNER OCCUPIED 769378 WA 98249 1 FAMILY 1 OWNER OCCUPIED 769379 CA 94521 1 FAMILY 1 OWNER OCCUPIED 769380 OR 97035 PUD 1 OWNER OCCUPIED 769381 CA 95409 1 FAMILY 1 OWNER OCCUPIED 769382 CA 95340 1 FAMILY 1 OWNER OCCUPIED 769383 MN 55027 1 FAMILY 1 OWNER OCCUPIED 769384 IL 60050 1 FAMILY 1 OWNER OCCUPIED 769385 CA 94590 PUD 1 OWNER OCCUPIED 769386 CA 94565 1 FAMILY 1 OWNER OCCUPIED 769387 CA 94555 1 FAMILY 1 OWNER OCCUPIED 769388 CA 94601 1 FAMILY 1 OWNER OCCUPIED 769389 CA 94506 PUD 1 OWNER OCCUPIED 769390 CA 91737 1 FAMILY 1 OWNER OCCUPIED 769391 CA 94565 1 FAMILY 1 OWNER OCCUPIED 769392 MT 59937 1 FAMILY 1 OWNER OCCUPIED 764867 DC 20007 CONDO 1 INVESTOR 764868 VA 22312 PUD 1 OWNER OCCUPIED 764869 OH 43571 1 FAMILY 1 OWNER OCCUPIED 764870 OH 45503 1 FAMILY 1 OWNER OCCUPIED 764871 IN 46368 1 FAMILY 1 OWNER OCCUPIED 764872 VA 22553 PUD 1 INVESTOR 764873 OH 43015 1 FAMILY 1 OWNER OCCUPIED 764874 TX 78660 PUD 1 INVESTOR 764875 WA 99204 1 FAMILY 1 OWNER OCCUPIED 764876 VA 23061 1 FAMILY 1 OWNER OCCUPIED 764877 PA 17268 1 FAMILY 1 OWNER OCCUPIED 764878 MD 21230 1 FAMILY 1 OWNER OCCUPIED 764879 NJ 8302 3 FAMILY 3 INVESTOR 764880 CA 95670 1 FAMILY 1 OWNER OCCUPIED 764881 MO 63052 1 FAMILY 1 OWNER OCCUPIED 764882 OH 45431 1 FAMILY 1 OWNER OCCUPIED 764883 SC 29588 PUD 1 SECOND HOME 764884 NV 89436 PUD 1 OWNER OCCUPIED 764885 MD 21161 1 FAMILY 1 OWNER OCCUPIED 764886 MD 20866 PUD 1 INVESTOR 764887 NJ 8734 1 FAMILY 1 OWNER OCCUPIED 764888 AZ 85715 1 FAMILY 1 OWNER OCCUPIED 764889 IL 60103 1 FAMILY 1 OWNER OCCUPIED 764890 OH 45409 1 FAMILY 1 OWNER OCCUPIED 764891 DE 19701 1 FAMILY 1 OWNER OCCUPIED 764892 MD 21771 PUD 1 INVESTOR 764893 VA 22902 PUD 1 INVESTOR 764894 IL 60625 CONDO 1 OWNER OCCUPIED 764895 MO 64156 PUD 1 INVESTOR 764896 VA 23454 1 FAMILY 1 OWNER OCCUPIED 764897 PA 15108 1 FAMILY 1 OWNER OCCUPIED 764898 FL 33145 CONDO 1 OWNER OCCUPIED 764899 CA 92509 1 FAMILY 1 OWNER OCCUPIED 764900 WA 98466 1 FAMILY 1 OWNER OCCUPIED 764901 WA 98328 1 FAMILY 1 OWNER OCCUPIED 764902 MD 21716 1 FAMILY 1 OWNER OCCUPIED 764903 VA 23322 1 FAMILY 1 OWNER OCCUPIED 764904 NV 89436 PUD 1 OWNER OCCUPIED 764905 VA 23453 CONDO 1 INVESTOR 764906 MI 48327 CONDO 1 OWNER OCCUPIED 764907 MS 39042 1 FAMILY 1 OWNER OCCUPIED 764908 NJ 8527 CONDO 1 OWNER OCCUPIED 764909 WA 99224 PUD 1 SECOND HOME 764910 NC 28262 PUD 1 INVESTOR 764911 NC 28213 1 FAMILY 1 INVESTOR 764912 VA 23435 1 FAMILY 1 OWNER OCCUPIED 764913 AZ 85338 PUD 1 OWNER OCCUPIED 764914 IL 61108 1 FAMILY 1 OWNER OCCUPIED 764915 MD 20818 CO-OP 1 OWNER OCCUPIED 764916 MD 21061 1 FAMILY 1 OWNER OCCUPIED 764917 AZ 85365 1 FAMILY 1 OWNER OCCUPIED 764918 NJ 8050 1 FAMILY 1 OWNER OCCUPIED 764919 IL 61704 1 FAMILY 1 OWNER OCCUPIED 764920 MD 20746 1 FAMILY 1 INVESTOR 764921 NV 89436 PUD 1 OWNER OCCUPIED 764922 AZ 85037 PUD 1 OWNER OCCUPIED 764923 CA 91942 2 FAMILY 2 INVESTOR 764924 OH 45103 1 FAMILY 1 INVESTOR 764925 DC 20003 1 FAMILY 1 OWNER OCCUPIED 764926 CA 92656 PUD 1 OWNER OCCUPIED 764927 IL 60433 1 FAMILY 1 OWNER OCCUPIED 764928 AZ 85704 PUD 1 OWNER OCCUPIED 764929 VA 23322 1 FAMILY 1 INVESTOR 764930 VA 23608 1 FAMILY 1 OWNER OCCUPIED 764931 NV 89521 PUD 1 OWNER OCCUPIED 764932 IL 60134 1 FAMILY 1 OWNER OCCUPIED 764933 VA 22301 1 FAMILY 1 INVESTOR 764934 OH 45040 PUD 1 OWNER OCCUPIED 764935 NJ 8721 1 FAMILY 1 OWNER OCCUPIED 764936 CO 80218 1 FAMILY 1 OWNER OCCUPIED 764937 OR 97701 1 FAMILY 1 OWNER OCCUPIED 764938 WV 25401 PUD 1 OWNER OCCUPIED 764939 CA 96103 1 FAMILY 1 SECOND HOME 764940 NV 89074 PUD 1 OWNER OCCUPIED 764941 MI 48042 1 FAMILY 1 OWNER OCCUPIED 764942 OH 43224 1 FAMILY 1 OWNER OCCUPIED 764943 NV 89410 PUD 1 SECOND HOME 764944 IN 46385 1 FAMILY 1 OWNER OCCUPIED 764945 MD 20772 CONDO 1 OWNER OCCUPIED 764946 FL 33786 CONDO 1 SECOND HOME 764947 NJ 8205 PUD 1 OWNER OCCUPIED 764948 MO 63366 1 FAMILY 1 OWNER OCCUPIED 764949 VA 23451 CONDO 1 INVESTOR 764950 AZ 85032 PUD 1 INVESTOR 764951 FL 33559 PUD 1 OWNER OCCUPIED 764952 VA 23454 PUD 1 INVESTOR 764953 WA 98366 1 FAMILY 1 OWNER OCCUPIED 764954 WA 98387 PUD 1 OWNER OCCUPIED 764955 DC 20012 1 FAMILY 1 OWNER OCCUPIED 764956 VA 24175 1 FAMILY 1 OWNER OCCUPIED 764957 IN 46060 1 FAMILY 1 INVESTOR 764958 SC 29575 2 FAMILY 2 INVESTOR 764959 MD 21620 1 FAMILY 1 INVESTOR 764960 VA 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95694 1 FAMILY 1 OWNER OCCUPIED 768989 HI 96816 1 FAMILY 1 OWNER OCCUPIED 768990 CA 94127 1 FAMILY 1 OWNER OCCUPIED 768991 CA 90638 1 FAMILY 1 OWNER OCCUPIED 768992 MD 20603 1 FAMILY 1 OWNER OCCUPIED 768993 CA 95630 1 FAMILY 1 OWNER OCCUPIED 768994 XX 00000 CONDO 1 OWNER OCCUPIED 768995 VA 22033 1 FAMILY 1 OWNER OCCUPIED 768996 CA 91423 1 FAMILY 1 OWNER OCCUPIED 768997 TX 77094 1 FAMILY 1 OWNER OCCUPIED 768998 VA 22182 1 FAMILY 1 OWNER OCCUPIED 768999 OR 97229 1 FAMILY 1 OWNER OCCUPIED 769000 CO 80202 CONDO 1 OWNER OCCUPIED 769001 IL 60564 1 FAMILY 1 OWNER OCCUPIED 769002 CA 95492 1 FAMILY 1 OWNER OCCUPIED 769003 MN 55024 1 FAMILY 1 OWNER OCCUPIED 769004 VA 23456 1 FAMILY 1 OWNER OCCUPIED 769005 TX 77005 1 FAMILY 1 OWNER OCCUPIED 769006 MN 55311 1 FAMILY 1 OWNER OCCUPIED 000000 XX 00000 1 FAMILY 1 OWNER OCCUPIED 769008 CA 94533 1 FAMILY 1 OWNER OCCUPIED 769009 CA 94901 1 FAMILY 1 OWNER OCCUPIED 769010 PA 19147 1 FAMILY 1 OWNER OCCUPIED 769011 NY 13066 1 FAMILY 1 OWNER OCCUPIED 769012 NV 89449 1 FAMILY 1 SECOND HOME 769013 FL 33146 1 FAMILY 1 OWNER OCCUPIED 769014 GA 30342 1 FAMILY 1 OWNER OCCUPIED 769015 CA 96001 1 FAMILY 1 OWNER OCCUPIED 769016 MO 64081 1 FAMILY 1 OWNER OCCUPIED 769017 MA 1748 1 FAMILY 1 OWNER OCCUPIED 769018 AR 72758 1 FAMILY 1 OWNER OCCUPIED 769019 GA 30004 1 FAMILY 1 OWNER OCCUPIED 769020 CA 92119 1 FAMILY 1 OWNER OCCUPIED 769021 CA 93446 1 FAMILY 1 OWNER OCCUPIED 769022 CA 95014 1 FAMILY 1 OWNER OCCUPIED 769023 NY 10591 CONDO 1 OWNER OCCUPIED 769024 XX 00000 1 FAMILY 1 OWNER OCCUPIED 769025 NJ 7921 CONDO 1 OWNER OCCUPIED 769026 VA 20186 1 FAMILY 1 OWNER OCCUPIED 769027 CA 95677 1 FAMILY 1 OWNER OCCUPIED 769028 IL 60564 1 FAMILY 1 OWNER OCCUPIED 769029 MN 55424 1 FAMILY 1 OWNER OCCUPIED 769030 CA 90815 1 FAMILY 1 OWNER OCCUPIED 769031 TN 37027 1 FAMILY 1 OWNER OCCUPIED 769032 CA 94533 1 FAMILY 1 OWNER OCCUPIED 769033 CA 92780 1 FAMILY 1 OWNER OCCUPIED 769034 OH 45236 1 FAMILY 1 OWNER OCCUPIED 769035 MD 21701 1 FAMILY 1 OWNER OCCUPIED 769036 CO 80126 1 FAMILY 1 OWNER OCCUPIED 769037 CA 95409 1 FAMILY 1 OWNER OCCUPIED 769038 XX 00000 1 FAMILY 1 OWNER OCCUPIED 769039 CA 91607 1 FAMILY 1 OWNER OCCUPIED 769040 CA 94564 1 FAMILY 1 OWNER OCCUPIED 769041 CA 94028 1 FAMILY 1 OWNER OCCUPIED 769042 NJ 7869 1 FAMILY 1 OWNER OCCUPIED 769043 CA 92584 PUD 1 OWNER OCCUPIED 769044 CA 90403 CONDO 1 OWNER OCCUPIED 769045 MN 55044 1 FAMILY 1 OWNER OCCUPIED 769046 MO 63073 1 FAMILY 1 OWNER OCCUPIED 769047 CA 95008 1 FAMILY 1 OWNER OCCUPIED 769048 GA 30004 1 FAMILY 1 OWNER OCCUPIED 769049 OH 45242 1 FAMILY 1 OWNER OCCUPIED 769050 CA 92675 1 FAMILY 1 OWNER OCCUPIED 769051 MN 55331 1 FAMILY 1 OWNER OCCUPIED 769052 CA 92081 1 FAMILY 1 OWNER OCCUPIED 769053 CA 92694 CONDO 1 OWNER OCCUPIED 769054 NJ 8857 1 FAMILY 1 OWNER OCCUPIED 769055 CA 91506 1 FAMILY 1 OWNER OCCUPIED 769056 IL 60103 1 FAMILY 1 OWNER OCCUPIED 769057 VA 22401 1 FAMILY 1 OWNER OCCUPIED 769058 OH 43064 1 FAMILY 1 OWNER OCCUPIED 769059 CA 94952 1 FAMILY 1 OWNER OCCUPIED 769060 CA 94956 1 FAMILY 1 OWNER OCCUPIED 769061 CA 90266 2 FAMILY 2 OWNER OCCUPIED 769062 VA 22207 1 FAMILY 1 OWNER OCCUPIED 769063 CA 94549 1 FAMILY 1 OWNER OCCUPIED 769064 CA 93111 1 FAMILY 1 OWNER OCCUPIED 769065 CA 95758 1 FAMILY 1 OWNER OCCUPIED 769066 CA 92675 1 FAMILY 1 OWNER OCCUPIED 769067 CA 94510 1 FAMILY 1 OWNER OCCUPIED 769068 IL 60068 1 FAMILY 1 OWNER OCCUPIED 769069 CA 91607 1 FAMILY 1 OWNER OCCUPIED 769070 MI 48323 1 FAMILY 1 OWNER OCCUPIED 769071 CA 92024 1 FAMILY 1 OWNER OCCUPIED 769072 CA 94070 1 FAMILY 1 OWNER OCCUPIED 769073 CA 94552 1 FAMILY 1 OWNER OCCUPIED 769074 IL 60640 1 FAMILY 1 OWNER OCCUPIED 769075 CA 94568 CONDO 1 OWNER OCCUPIED 769076 CA 95630 PUD 1 OWNER OCCUPIED 769077 CO 80246 1 FAMILY 1 OWNER OCCUPIED 769078 CA 95112 1 FAMILY 1 OWNER OCCUPIED LOANID LOANPURP ORIGBAL CURRBAL SCHEDBAL NOTERATE ------ -------- ------- ------- -------- -------- 747103 PURCHASE 315200 315200 315200 5.625 747245 PURCHASE 519920 519920 519920 5.25 747369 REFINANCE 124000 123999.99 123999.99 5.875 747166 PURCHASE 287200 287100 287100 5.75 747334 PURCHASE 227400 227399.99 227399.99 5.875 747529 PURCHASE 334400 334400 334400 6.25 747328 PURCHASE 244000 244000 244000 6.125 747317 PURCHASE 556000 556000 556000 5.25 747141 PURCHASE 168000 168000 168000 6.25 747618 PURCHASE 141600 141600 141600 5.875 747374 REFINANCE 104000 104000 104000 6 747085 PURCHASE 312000 312000 312000 5.375 747378 CASH OUT 307200 306572.05 306572.05 5.875 747445 REFINANCE 264000 264000 264000 5.875 747430 PURCHASE 408650 408650 408650 5.625 747588 PURCHASE 272000 272000 272000 6 747191 REFINANCE 228800 228800 228800 5.875 747539 PURCHASE 268000 266687.91 266687.91 5.875 747587 PURCHASE 304000 303999.99 303999.99 5.125 747545 REFINANCE 148800 148800 148800 5.875 747425 PURCHASE 280800 280769.34 280769.34 5.25 747061 PURCHASE 260800 260800 260800 6.375 747282 PURCHASE 382400 382352.34 382352.34 5.5 747483 PURCHASE 172000 172000 172000 5.625 747041 CASH OUT 260000 260000 260000 5.625 747115 PURCHASE 529600 529599.99 529599.99 5.875 747557 CASH OUT 229000 229000 229000 5.75 747199 CASH OUT 228000 227721.25 227721.25 5.375 747032 PURCHASE 230400 230399.97 230399.97 5.75 747619 PURCHASE 295250 295237.76 295237.76 6.25 747416 PURCHASE 360000 360000 360000 5.5 747148 PURCHASE 476800 475495.53 475495.53 5.875 747250 PURCHASE 184400 184400 184400 5.875 747525 CASH OUT 288000 288000 288000 5.25 747210 REFINANCE 428000 427999.99 427999.99 5.375 747298 CASH OUT 392000 391999.98 391999.98 5.5 747632 PURCHASE 328000 327999.99 327999.99 5.5 747463 REFINANCE 206400 206400 206400 5.625 747520 PURCHASE 423200 423078.61 423078.61 5.75 747563 PURCHASE 213000 213000 213000 5.625 747347 PURCHASE 264000 264000 264000 5.625 747467 PURCHASE 285600 285600 285600 5.375 747059 PURCHASE 225000 225000 225000 5.25 747565 PURCHASE 198400 198400 198400 5 747414 PURCHASE 251900 251900 251900 5.625 747389 PURCHASE 432000 432000 432000 5 747420 REFINANCE 96000 96000 96000 5.875 747398 PURCHASE 185600 185500.67 185500.67 5.5 747628 PURCHASE 416000 416000 416000 6 747078 PURCHASE 415200 415200 415200 5.875 747602 PURCHASE 97500 97295.91 97295.91 5.75 747107 PURCHASE 120800 120799.99 120799.99 5.375 747462 PURCHASE 304000 303999.99 303999.99 5.5 747183 REFINANCE 146000 145900.42 145900.42 5.625 747120 REFINANCE 432000 432000 432000 5.625 747212 PURCHASE 248000 248000 248000 5.5 747321 PURCHASE 292000 292000 292000 6 768361 PURCHASE 643700 643700 643700 5.625 768362 PURCHASE 502000 502000 502000 5.875 768363 PURCHASE 785390 785390 785390 7 768364 PURCHASE 443726 443726 443726 5.875 768365 PURCHASE 579689 579689 579689 6.125 768366 PURCHASE 566888 566888 566888 5.75 768367 PURCHASE 364000 364000 364000 5.625 768368 PURCHASE 400000 400000 400000 5.625 768369 PURCHASE 1000000 1000000 1000000 5.75 768370 PURCHASE 465000 465000 465000 5.75 768371 PURCHASE 383599 383514.69 383514.69 6.125 768372 PURCHASE 400000 400000 400000 6.125 768373 PURCHASE 788000 788000 788000 5.875 768374 REFINANCE 440000 440000 440000 5.625 768375 PURCHASE 564900 564900 564900 5.875 768376 PURCHASE 401102 401102 401102 6.125 768377 PURCHASE 400000 400000 400000 5.625 768378 PURCHASE 383800 383800 383800 5.5 768379 PURCHASE 419920 419920 419920 5.5 768380 PURCHASE 650000 650000 650000 5.875 768381 PURCHASE 623044 622377.93 622377.93 5.625 768382 CASH OUT 482000 481472.43 481472.43 5.5 768383 PURCHASE 940000 939314.58 939314.58 5.75 768384 PURCHASE 1368500 1368500 1368500 6.125 768385 PURCHASE 375350 375350 375350 5.625 768386 PURCHASE 782000 782000 782000 5.75 768387 PURCHASE 500000 498388.88 498388.88 5.625 768388 PURCHASE 476493 476493 476493 5.375 768389 PURCHASE 542208 542208 542208 5.25 768390 PURCHASE 940000 940000 940000 6 768391 PURCHASE 388545 388545 388545 5.5 768392 REFINANCE 960000 960000 960000 6 768393 PURCHASE 650000 650000 650000 5.75 768394 PURCHASE 601752 601752 601752 5.625 768395 CASH OUT 475000 475000 475000 5.75 768396 PURCHASE 620800 620800 620800 6 768397 PURCHASE 637500 637500 637500 6.125 768398 CASH OUT 436000 436000 436000 5.75 768399 CASH OUT 440000 440000 440000 6 768400 PURCHASE 453432 453432 453432 5.875 768401 PURCHASE 562400 562400 562400 6 768402 CASH OUT 725000 725000 725000 5.75 768403 PURCHASE 592250 592250 592250 5.875 768404 CASH OUT 525000 525000 525000 5.75 768405 PURCHASE 645000 645000 645000 5.875 768406 PURCHASE 390000 390000 390000 6.5 768407 PURCHASE 657000 657000 657000 6.125 768408 PURCHASE 528000 528000 528000 6 768409 CASH OUT 630000 630000 630000 5.625 768410 PURCHASE 520000 519457.09 519457.09 5.75 768411 CASH OUT 390000 390000 390000 5.625 768412 PURCHASE 551340 551340 551340 5.375 768413 REFINANCE 457000 456522.86 456522.86 5.75 768414 CASH OUT 779200 778979.22 778979.22 5.625 768415 PURCHASE 591500 591500 591500 5.75 768416 PURCHASE 540000 536995.21 536995.21 5.75 768417 PURCHASE 445000 444501.36 444501.36 5.375 768418 PURCHASE 482650 482650 482650 6.125 768419 PURCHASE 700000 700000 700000 5.375 768420 CASH OUT 417000 417000 417000 5.875 768421 PURCHASE 617250 617250 617250 5.625 768422 CASH OUT 479000 479000 479000 5.625 768423 PURCHASE 440000 440000 440000 5.875 768424 PURCHASE 367250 367250 367250 5.75 768425 PURCHASE 440000 440000 440000 5.375 768426 PURCHASE 688800 688800 688800 5.625 768427 PURCHASE 437450 437450 437450 6.125 768428 PURCHASE 399920 399920 399920 5.5 768429 PURCHASE 432000 432000 432000 5.75 768430 PURCHASE 408000 408000 408000 5.875 768431 PURCHASE 383296 383296 383296 6.75 768432 PURCHASE 378750 378750 378750 5.875 768433 PURCHASE 576000 576000 576000 6 768434 CASH OUT 417000 417000 417000 5.875 768435 PURCHASE 580000 580000 580000 5.75 768436 PURCHASE 550000 550000 550000 5.5 768437 PURCHASE 620000 620000 620000 5.5 768438 PURCHASE 400000 400000 400000 5.5 768439 PURCHASE 475000 475000 475000 5.125 768440 PURCHASE 388000 388000 388000 5.625 768441 PURCHASE 518000 518000 518000 5.75 768442 PURCHASE 1000000 1000000 1000000 6.125 768443 REFINANCE 552000 552000 552000 5.75 768444 PURCHASE 692000 692000 692000 5.5 768445 PURCHASE 448109 448109 448109 6.375 768446 PURCHASE 485000 485000 485000 5.375 768447 PURCHASE 540000 540000 540000 5.875 768448 CASH OUT 468000 468000 468000 5.75 768449 PURCHASE 558000 558000 558000 4.875 768450 PURCHASE 432000 432000 432000 5.875 768451 PURCHASE 799200 799200 799200 5.125 768452 REFINANCE 630000 630000 630000 5.5 768453 PURCHASE 508000 508000 508000 5.375 768454 PURCHASE 443775 443775 443775 5.625 768455 CASH OUT 570000 570000 570000 5.375 768456 CASH OUT 430000 430000 430000 5.875 768457 CASH OUT 433700 433700 433700 5.875 768458 REFINANCE 476000 476000 476000 5.75 768459 PURCHASE 872000 872000 872000 5.75 768460 PURCHASE 470000 470000 470000 6.625 768461 REFINANCE 376000 376000 376000 5.5 768462 PURCHASE 509000 509000 509000 5.75 768463 PURCHASE 428000 428000 428000 5.625 768464 PURCHASE 360000 360000 360000 5.5 768465 REFINANCE 849000 849000 849000 5.25 768466 PURCHASE 415900 415900 415900 5.875 768467 PURCHASE 511200 511200 511200 5.625 768468 PURCHASE 550000 550000 550000 5.75 768469 PURCHASE 583200 583200 583200 5.875 768470 PURCHASE 606392 606392 606392 5.625 768471 PURCHASE 424000 424000 424000 5.875 768472 PURCHASE 382059 382059 382059 5.625 768473 PURCHASE 518687 518687 518687 5.75 768474 PURCHASE 696000 696000 696000 6 768475 REFINANCE 391920 391920 391920 5.75 768476 PURCHASE 524000 524000 524000 5.625 768477 PURCHASE 540000 540000 540000 5.625 768478 CASH OUT 560000 560000 560000 5.75 768479 PURCHASE 770750 770750 770750 5.75 768480 CASH OUT 480000 480000 480000 6 768481 PURCHASE 649735 649735 649735 5.75 768482 PURCHASE 468000 468000 468000 5.875 768483 PURCHASE 468000 468000 468000 5.625 768484 REFINANCE 640000 640000 640000 5.875 768485 REFINANCE 492000 492000 492000 5.625 768486 PURCHASE 588000 588000 588000 6 768487 CASH OUT 644000 644000 644000 6.375 768488 PURCHASE 360000 360000 360000 6.25 768489 PURCHASE 360000 360000 360000 5.25 768490 REFINANCE 1322000 1322000 1322000 5.875 768491 PURCHASE 379630 379630 379630 5.875 768492 PURCHASE 660000 660000 660000 6.125 768493 CASH OUT 525000 525000 525000 5.75 768494 PURCHASE 479920 479920 479920 5.5 768495 CASH OUT 640000 640000 640000 5.75 768496 CASH OUT 413000 413000 413000 5.875 768497 PURCHASE 488000 488000 488000 6.5 768498 PURCHASE 460000 460000 460000 6 768499 PURCHASE 375000 375000 375000 5.875 768500 PURCHASE 583200 583200 583200 5.125 768501 CASH OUT 420000 420000 420000 6.375 768502 PURCHASE 400000 400000 400000 5.875 768503 PURCHASE 468000 468000 468000 6.5 768504 CASH OUT 371200 371200 371200 6 768505 PURCHASE 525600 525600 525600 5.75 768506 PURCHASE 375000 375000 375000 6 768507 CASH OUT 518000 518000 518000 5.625 768508 PURCHASE 660000 660000 660000 5.375 768509 PURCHASE 850000 850000 850000 5.75 768510 PURCHASE 479200 479200 479200 5.875 768511 CASH OUT 492000 492000 492000 6.5 768512 PURCHASE 428000 428000 428000 6 768513 PURCHASE 543700 543700 543700 6.375 768514 PURCHASE 380000 380000 380000 6 768515 PURCHASE 688000 688000 688000 6.375 768516 PURCHASE 380000 380000 380000 6.25 768517 PURCHASE 478237 478237 478237 6.125 768518 CASH OUT 400000 400000 400000 5.5 768519 PURCHASE 518400 518400 518400 6 768520 PURCHASE 431920 431920 431920 5.75 768521 PURCHASE 472000 472000 472000 6.25 768522 PURCHASE 475920 475920 475920 5.625 768523 PURCHASE 576800 576800 576800 6.125 768524 PURCHASE 520000 520000 520000 5.75 768525 PURCHASE 552000 552000 552000 6.25 768526 PURCHASE 415200 415200 415200 5.375 768527 PURCHASE 710000 710000 710000 6.25 768528 PURCHASE 678000 678000 678000 6 768529 PURCHASE 564000 564000 564000 6.125 768530 PURCHASE 510000 510000 510000 5.375 768531 PURCHASE 820000 820000 820000 5.5 768532 PURCHASE 580000 580000 580000 5.375 768533 PURCHASE 816000 816000 816000 6 768534 PURCHASE 409937.6 409937.6 409937.6 5.875 768535 PURCHASE 365600 365600 365600 5.75 768536 PURCHASE 392000 392000 392000 5.875 768537 PURCHASE 380000 380000 380000 5.125 768538 PURCHASE 697500 697500 697500 5.75 768539 PURCHASE 360327 360327 360327 5.625 767154 PURCHASE 714068 714068 714068 5.875 767155 PURCHASE 658542 658542 658542 5.375 767156 PURCHASE 396000 396000 396000 5.375 767157 CASH OUT 580000 579958.33 579958.33 5.5 767158 PURCHASE 700000 700000 700000 5.75 767159 PURCHASE 1150000 1150000 1150000 5.75 767160 PURCHASE 445972 445972 445972 5.75 767161 PURCHASE 577402 577402 577402 5.875 767162 REFINANCE 999990.99 999999.99 999999.99 5.75 767163 PURCHASE 373000 373000 373000 6.125 767164 PURCHASE 650000 650000 650000 6.375 767165 PURCHASE 367700 367700 367700 5.75 767166 PURCHASE 750000 750000 750000 5.125 767167 PURCHASE 1223301 1223301 1223301 5.625 767168 PURCHASE 429592 429592 429592 5.75 767169 CASH OUT 450000 450000 450000 5.75 767170 PURCHASE 999950 999950 999950 5.625 767171 PURCHASE 783948 783948 783948 5.875 767172 REFINANCE 800000 800000 800000 5.875 767173 CASH OUT 520000 519469.83 519469.83 5.875 767174 REFINANCE 780000 780000 780000 6.125 767175 CASH OUT 430000 430000 430000 5.875 767176 PURCHASE 435000 435000 435000 5.875 767177 PURCHASE 500000 500000 500000 5.75 767178 PURCHASE 457500 457500 457500 5.875 767179 CASH OUT 425000 425000 425000 5.875 767180 CASH OUT 692000 691887.92 691887.92 5.875 767181 PURCHASE 420000 420000 420000 6.125 767182 PURCHASE 495992 495992 495992 6.875 767183 CASH OUT 513000 513000 513000 6 767184 CASH OUT 824000 824000 824000 6.375 767185 PURCHASE 474950 474950 474950 5.875 767186 CASH OUT 548000 546370 546370 5.875 767187 PURCHASE 444000 443899.63 443899.63 5.875 767188 CASH OUT 723200 723200 723200 5.75 767189 CASH OUT 372000 372000 372000 6 767190 REFINANCE 435000 434556.5 434556.5 5.875 767191 CASH OUT 425000 425000 425000 6.125 767192 PURCHASE 370320 370320 370320 6.125 767193 CASH OUT 467000 467000 467000 6.25 767194 PURCHASE 530300 530300 530300 5.875 767195 CASH OUT 476400 476400 476400 5.875 767196 PURCHASE 526387 526387 526387 5.625 767197 PURCHASE 1000000 1000000 1000000 5.75 767198 PURCHASE 620000 620000 620000 5.75 767199 PURCHASE 1500000 1500000 1500000 5.75 767200 PURCHASE 679200 679200 679200 6 767201 REFINANCE 480000 480000 480000 6.25 767202 PURCHASE 416000 416000 416000 5.75 767203 CASH OUT 1100000 1100000 1100000 5.75 767204 PURCHASE 381000 381000 381000 5.625 767205 PURCHASE 600000 600000 600000 5.5 767206 REFINANCE 1000000 1000000 1000000 5.625 767207 PURCHASE 464000 464000 464000 5.625 767208 PURCHASE 505000 505000 505000 5.25 767209 CASH OUT 762000 762000 762000 5.875 767210 PURCHASE 372000 372000 372000 5.625 767211 PURCHASE 1000000 1000000 1000000 6.375 767212 PURCHASE 480000 480000 480000 5.375 767213 PURCHASE 1320000 1320000 1320000 5.375 767214 PURCHASE 480000 480000 480000 5.75 767215 REFINANCE 488000 488000 488000 5.625 767216 CASH OUT 481600 481600 481600 5.75 767217 PURCHASE 648500 648500 648500 5.75 767218 PURCHASE 952000 952000 952000 5.75 767219 PURCHASE 716000 716000 716000 6.125 767220 PURCHASE 575000 575000 575000 5.875 767221 CASH OUT 620000 620000 620000 5.875 767222 REFINANCE 430000 430000 430000 5.75 767223 PURCHASE 400000 400000 400000 5.875 767224 PURCHASE 739550 739550 739550 5.25 767225 REFINANCE 415000 415000 415000 5.375 767226 PURCHASE 660000 660000 660000 5.625 767227 PURCHASE 472000 472000 472000 5.25 767228 PURCHASE 2000000 2000000 2000000 5.75 767229 REFINANCE 549000 549000 549000 5.375 767230 PURCHASE 368000 368000 368000 6.375 767231 CASH OUT 776250 776250 776250 5.375 767232 PURCHASE 435500 435500 435500 5.75 767233 CASH OUT 376300 376300 376300 5.75 767234 CASH OUT 368000 368000 368000 6 767235 CASH OUT 483000 483000 483000 6 767236 PURCHASE 968000 968000 968000 5.375 767237 PURCHASE 436800 436800 436800 5.75 767238 PURCHASE 368000 368000 368000 5.875 767239 PURCHASE 539200 539200 539200 5.75 767240 PURCHASE 524000 524000 524000 6 767241 PURCHASE 535000 535000 535000 5.875 767242 PURCHASE 550000 550000 550000 5.75 767243 CASH OUT 405000 405000 405000 5.875 767244 PURCHASE 520000 520000 520000 5.875 767245 REFINANCE 472000 472000 472000 5.75 767246 PURCHASE 589050 589050 589050 5.75 767247 CASH OUT 388000 388000 388000 6 767248 PURCHASE 540000 540000 540000 6 767249 PURCHASE 576000 576000 576000 5.625 767250 PURCHASE 524000 524000 524000 6.125 767251 REFINANCE 985000 985000 985000 5.375 767252 PURCHASE 608475 608475 608475 5.5 767253 PURCHASE 460000 460000 460000 6.125 767254 CASH OUT 536250 536250 536250 5.5 767255 PURCHASE 560000 560000 560000 5.875 767256 PURCHASE 460000 460000 460000 5.75 767257 CASH OUT 576100 576100 576100 5.75 767258 PURCHASE 504000 504000 504000 5.75 767259 PURCHASE 387640 387640 387640 6 767260 CASH OUT 445000 445000 445000 5.875 767261 PURCHASE 880000 880000 880000 5.625 767262 CASH OUT 990000 990000 990000 5.625 767263 CASH OUT 380000 380000 380000 5.5 767264 PURCHASE 425000 425000 425000 5.875 767265 PURCHASE 564000 564000 564000 6 767266 PURCHASE 421600 421600 421600 5.5 767267 PURCHASE 650000 650000 650000 6.5 767268 CASH OUT 420000 420000 420000 5.875 767269 PURCHASE 400000 400000 400000 5.875 767270 PURCHASE 626100 626100 626100 5.5 767271 PURCHASE 503600 503600 503600 5.5 767272 PURCHASE 512000 512000 512000 5.875 767273 CASH OUT 400000 400000 400000 5.875 767274 PURCHASE 708000 708000 708000 5.625 767275 REFINANCE 640000 640000 640000 6 767276 PURCHASE 1290000 1290000 1290000 5.75 767277 REFINANCE 651000 651000 651000 5.875 767278 REFINANCE 573000 573000 573000 5.875 767279 PURCHASE 452900 452900 452900 5.75 767280 PURCHASE 422000 422000 422000 5.875 767281 PURCHASE 448000 448000 448000 6.125 767282 PURCHASE 994072 994072 994072 5.75 767283 PURCHASE 444000 444000 444000 5.875 767284 CASH OUT 400000 400000 400000 6 767285 PURCHASE 448000 448000 448000 6.125 767286 CASH OUT 650000 650000 650000 5.5 767287 REFINANCE 785000 785000 785000 5.75 767288 PURCHASE 752000 752000 752000 6.25 767289 CASH OUT 370000 370000 370000 5.875 767290 PURCHASE 505600 505600 505600 5.875 767291 PURCHASE 411200 411200 411200 5.625 767292 PURCHASE 680000 680000 680000 5.875 767293 PURCHASE 568000 568000 568000 5.5 767294 CASH OUT 571000 571000 571000 5.5 767295 CASH OUT 366413 366413 366413 5.5 767296 PURCHASE 629600 629600 629600 5.875 767297 PURCHASE 434800 434800 434800 5.875 767298 PURCHASE 520000 520000 520000 5.625 767299 PURCHASE 600000 600000 600000 5.875 767300 PURCHASE 564000 564000 564000 5.75 767301 PURCHASE 560000 560000 560000 5.25 767302 PURCHASE 901000 901000 901000 6.125 767303 PURCHASE 650000 650000 650000 5.75 767304 PURCHASE 576000 576000 576000 5.5 767305 PURCHASE 640000 640000 640000 5.5 767306 CASH OUT 530000 530000 530000 5.625 767307 CASH OUT 402500 402500 402500 5.75 767308 CASH OUT 425000 425000 425000 5.5 767309 PURCHASE 810000 810000 810000 5.5 767310 PURCHASE 397600 397600 397600 5.5 767311 CASH OUT 650000 650000 650000 6.375 767312 PURCHASE 576000 576000 576000 6.375 767313 PURCHASE 816000 816000 816000 5.875 767314 REFINANCE 374000 374000 374000 5.875 767315 PURCHASE 544000 544000 544000 5.625 767316 REFINANCE 441200 441200 441200 5.875 767317 CASH OUT 420000 420000 420000 5.5 767318 PURCHASE 540000 540000 540000 5.75 767319 REFINANCE 389126 389126 389126 5.5 767921 PURCHASE 280000 280000 280000 6 767922 REFINANCE 425000 131650.77 131650.77 5.625 767923 PURCHASE 166399 166399 166399 6.625 767924 PURCHASE 160300 160300 160300 6.375 767925 REFINANCE 154550 154388.64 154388.64 5.75 767926 PURCHASE 212400 212172.94 212172.94 5.625 767927 PURCHASE 320000 319396.01 319396.01 6.5 767928 PURCHASE 138400 138261.2 138261.2 6.125 767929 REFINANCE 325000 325000 325000 5.625 767930 PURCHASE 282400 282037.44 282037.44 5.625 767931 PURCHASE 226800 226800 226800 6.875 767932 PURCHASE 217523 217523 217523 6.5 767933 CASH OUT 315000 315000 315000 5.625 767934 PURCHASE 300000 300000 300000 5.75 767935 CASH OUT 221250 221250 221250 6.125 767936 PURCHASE 70000 69928.63 69928.63 5.875 767937 PURCHASE 212350 212350 212350 7 767938 CASH OUT 353600 353223.41 353223.41 6 767939 PURCHASE 210000 209986.11 209986.11 6.25 767940 PURCHASE 164000 164000 164000 5.875 767941 PURCHASE 332600 332600 332600 5.875 767942 CASH OUT 350000 350000 350000 5.875 767943 PURCHASE 216000 216000 216000 5.5 767944 PURCHASE 130500 130274.65 130274.65 6.75 767945 CASH OUT 234000 233643.87 233643.87 5.5 767946 PURCHASE 152400 152362.69 152362.69 5.875 767947 PURCHASE 158400 158253.29 158253.29 6.375 767948 CASH OUT 226000 226000 226000 5.875 767949 PURCHASE 152000 152000 152000 6.25 767950 PURCHASE 127000 127000 127000 5.75 767951 PURCHASE 100000 100000 100000 6.875 767952 PURCHASE 81000 80830.47 80830.47 5.75 767953 PURCHASE 207988 207888 207888 6 767954 REFINANCE 135098 134960.26 134960.26 5.875 767955 PURCHASE 171900 171900 171900 6.875 767956 PURCHASE 197600 197166.45 197166.45 5.5 767957 PURCHASE 311150 310964.49 310964.49 5.875 767958 PURCHASE 266650 266650 266650 6.25 767959 PURCHASE 215450 215235.52 215235.52 6 767960 PURCHASE 187000 187000 187000 6.375 767961 PURCHASE 265247 265247 265247 5.625 767962 PURCHASE 292700 292700 292700 6.75 767963 PURCHASE 321650 321650 321650 6.375 767964 PURCHASE 338362 338362 338362 5.875 767965 REFINANCE 247500 246994.08 246994.08 5.875 767966 PURCHASE 324000 323337.72 323337.72 5.875 767967 PURCHASE 73600 73453.09 73453.09 6 767968 PURCHASE 127500 127500 127500 5.75 767969 PURCHASE 150000 150000 150000 6 767970 PURCHASE 200000 199983.87 199983.87 5.625 767971 REFINANCE 97000 97000 97000 5.875 767972 PURCHASE 152000 151710.81 151710.81 6.25 767973 PURCHASE 280000 280000 280000 7.375 767974 PURCHASE 260000 259800 259800 5.625 767975 PURCHASE 80000 79916.47 79916.47 5.75 767976 PURCHASE 256452 256452 256452 5.75 767977 REFINANCE 117650 117650 117650 5.875 767978 REFINANCE 117600 117600 117600 5.875 767979 PURCHASE 248000 247990 247990 5.875 767980 PURCHASE 295350 294731.8 294731.8 5.75 767981 PURCHASE 148000 147856.16 147856.16 6.125 767982 PURCHASE 121600 121600 121600 6.125 767983 PURCHASE 168000 168000 168000 6.375 767984 PURCHASE 80000 79922.24 79922.24 6.125 767985 CASH OUT 152000 151833.63 151833.63 5.5 767986 CASH OUT 208000 208000 208000 6.25 767987 PURCHASE 112400 112285.4 112285.4 5.875 767988 CASH OUT 200000 199791.18 199791.18 5.75 767989 CASH OUT 331000 331000 331000 5.75 767990 PURCHASE 310400 310083.54 310083.54 5.875 767991 PURCHASE 101500 101292.53 101292.53 5.875 767992 PURCHASE 256500 256213.73 256213.73 6.375 767993 PURCHASE 71600 71525.24 71525.24 5.75 767994 PURCHASE 168900 168711.37 168711.37 5.5 767995 PURCHASE 111920 111920 111920 6 767996 PURCHASE 126000 125868.45 125868.45 5.75 767997 PURCHASE 147900 147900 147900 6.5 767998 PURCHASE 337600 337255.8 337255.8 5.875 767999 REFINANCE 320000 320000 320000 6.125 768000 PURCHASE 251950 251693.13 251693.13 5.875 768001 PURCHASE 221600 221600 221600 6.375 768002 PURCHASE 252000 252000 252000 6.125 768003 PURCHASE 147920 147861.54 147861.54 6.25 768004 PURCHASE 248000 248000 248000 6 768005 CASH OUT 156000 156000 156000 6.125 768006 PURCHASE 244000 244000 244000 6 768007 CASH OUT 352800 352800 352800 6 768008 PURCHASE 252000 251999.2 251999.2 5.875 768009 REFINANCE 143163 143163 143163 6.375 768010 CASH OUT 77000 76919.61 76919.61 5.75 768011 PURCHASE 132700 132700 132700 6.875 768012 PURCHASE 194650 194650 194650 6.375 768013 PURCHASE 147200 147046.31 147046.31 5.75 768014 PURCHASE 225600 225600 225600 5.5 768015 PURCHASE 141600 141600 141600 5.875 768016 PURCHASE 183920 183732.48 183732.48 5.875 768017 REFINANCE 294700 294700 294700 5.875 768018 PURCHASE 213600 213392.39 213392.39 6.125 768019 CASH OUT 325000 324889.58 324889.58 5.5 768020 CASH OUT 340000 340000 340000 5.5 768021 PURCHASE 251960 221960.57 221960.57 6.125 768022 PURCHASE 176000 176000 176000 5.875 768023 PURCHASE 155920 155920 155920 5.875 768024 REFINANCE 296000 296000 296000 5.875 768025 PURCHASE 276000 275718.61 275718.61 5.875 768026 PURCHASE 253600 253328.04 253328.04 5.625 768027 PURCHASE 176000 176000 176000 6.125 768028 PURCHASE 244000 244000 244000 6.625 768029 REFINANCE 200000 200000 200000 5.75 768030 PURCHASE 328000 327665.59 327665.59 5.875 768031 PURCHASE 103920 103920 103920 6 768032 PURCHASE 110400 110400 110400 5.75 768033 PURCHASE 202320 202098.55 202098.55 5.5 768034 PURCHASE 244400 244400 244400 5.75 768035 PURCHASE 336800 336800 336800 6.25 768036 PURCHASE 279950 279950 279950 5.875 768037 PURCHASE 259071 259071 259071 6.125 768038 PURCHASE 225040 225040 225040 6.5 768039 REFINANCE 177900 177900 177900 6.5 768040 PURCHASE 131352 131352 131352 5.5 768041 PURCHASE 178000 178000 178000 5.75 768042 PURCHASE 104608 104608 104608 6.375 768043 PURCHASE 120480 120357.17 120357.17 5.875 768044 CASH OUT 280000 280000 280000 6 768045 CASH OUT 300000 300000 300000 7 768046 PURCHASE 88800 88709.46 88709.46 5.875 768047 PURCHASE 193600 193600 193600 6.75 768048 CASH OUT 358000 358000 358000 6.25 768049 PURCHASE 255000 255000 255000 6.875 768050 PURCHASE 123920 123796.64 123796.64 6 768051 PURCHASE 110580 110475.08 110475.08 6.25 768052 PURCHASE 136800 136676.33 136676.33 6.5 768053 CASH OUT 172000 172000 172000 6.625 768054 PURCHASE 100000 100000 100000 5.5 768055 PURCHASE 518000 518000 518000 5.25 768056 PURCHASE 339950 339950 339950 6.5 768057 REFINANCE 376000 376000 376000 5.75 768058 CASH OUT 604000 604000 604000 6 768059 PURCHASE 380500 380500 380500 6 768060 PURCHASE 416000 416000 416000 6 768061 PURCHASE 448050 448050 448050 5.75 768062 REFINANCE 100400 100400 100400 6 768063 REFINANCE 260000 260000 260000 5.625 768064 PURCHASE 256800 256800 256800 5.375 768065 PURCHASE 477600 477600 477600 6.5 768066 PURCHASE 495700 495700 495700 5.75 768067 REFINANCE 249000 249000 249000 6.5 768068 PURCHASE 328000 328000 328000 5.375 768069 PURCHASE 432000 432000 432000 6.125 768070 PURCHASE 88400 88400 88400 6.375 768071 PURCHASE 479250 479250 479250 5 768072 PURCHASE 236000 236000 236000 6.25 768073 PURCHASE 279200 279200 279200 6.375 768074 CASH OUT 380000 380000 380000 5.5 768075 CASH OUT 169500 169500 169500 5.5 768076 PURCHASE 432000 432000 432000 5.375 768077 REFINANCE 608000 608000 608000 6.25 768078 CASH OUT 520000 520000 520000 5.75 768079 PURCHASE 292000 292000 292000 6 768080 REFINANCE 181850 181850 181850 5.5 768081 PURCHASE 464000 464000 464000 5.75 768082 REFINANCE 144000 144000 144000 5.5 768083 PURCHASE 184000 184000 184000 5.75 768084 PURCHASE 440000 440000 440000 6.125 768085 PURCHASE 278400 278400 278400 6.125 768086 PURCHASE 328000 328000 328000 5.875 768087 REFINANCE 359000 359000 359000 5.875 768088 PURCHASE 472000 472000 472000 6 768089 PURCHASE 204000 204000 204000 6.25 768090 REFINANCE 125250 125250 125250 5.75 768091 PURCHASE 247850 247850 247850 7.125 768092 PURCHASE 132000 131874.75 131874.75 6.25 768093 REFINANCE 316000 316000 316000 5.375 768094 PURCHASE 323100 323100 323100 5.25 768095 REFINANCE 137600 137600 137600 6 768096 REFINANCE 181000 181000 181000 5.625 768097 CASH OUT 251000 251000 251000 6.125 768098 PURCHASE 437400 437400 437400 5.875 768099 PURCHASE 282400 282400 282400 6 768100 CASH OUT 303000 303000 303000 5.875 768101 PURCHASE 480000 480000 480000 5.625 768102 PURCHASE 160000 160000 160000 6.375 768103 REFINANCE 199500 199500 199500 6.25 768104 REFINANCE 204000 204000 204000 6.5 768105 REFINANCE 145000 145000 145000 6.125 768106 CASH OUT 359000 359000 359000 6 768107 PURCHASE 244000 244000 244000 5.875 768108 PURCHASE 193600 193600 193600 5.875 768109 PURCHASE 632000 632000 632000 6 768110 PURCHASE 232000 232000 232000 6.125 768111 REFINANCE 214000 214000 214000 5.375 768112 PURCHASE 231200 231200 231200 5.375 768113 PURCHASE 696000 696000 696000 6.125 768114 REFINANCE 616000 616000 616000 6.5 768115 REFINANCE 525000 525000 525000 5.875 768116 REFINANCE 164000 164000 164000 5.75 768117 REFINANCE 196000 196000 196000 6.25 768118 PURCHASE 148000 148000 148000 5.875 768119 REFINANCE 140000 140000 140000 5.625 768120 PURCHASE 207000 207000 207000 5.75 768121 PURCHASE 440000 440000 440000 5.875 768122 PURCHASE 599200 599200 599200 5.5 768123 REFINANCE 266400 266400 266400 5.375 768124 PURCHASE 420000 420000 420000 5.875 768125 CASH OUT 288000 288000 288000 6.375 768126 CASH OUT 392000 392000 392000 6.375 768127 REFINANCE 300000 300000 300000 5.75 768128 PURCHASE 284000 284000 284000 6.25 768129 PURCHASE 199900 199900 199900 6.5 768130 REFINANCE 350000 350000 350000 5.875 768131 PURCHASE 476400 476400 476400 5.625 768132 PURCHASE 240000 240000 240000 5.875 768133 PURCHASE 391900 391900 391900 6.375 768134 CASH OUT 176000 176000 176000 5.625 768135 PURCHASE 596000 596000 596000 5.875 768136 REFINANCE 408000 408000 408000 6.25 768137 REFINANCE 115500 115500 115500 6.125 768138 PURCHASE 362000 362000 362000 5.5 768139 PURCHASE 80800 80800 80800 6.25 768140 PURCHASE 195200 195200 195200 6 768141 PURCHASE 184400 184400 184400 6 768142 PURCHASE 600000 600000 600000 5.75 768143 PURCHASE 409600 409600 409600 5.5 768144 REFINANCE 148000 148000 148000 5.375 768145 REFINANCE 384000 384000 384000 6.125 768146 REFINANCE 98400 98400 98400 5.625 768147 REFINANCE 368000 368000 368000 5.875 768148 PURCHASE 227600 227600 227600 6.25 768149 PURCHASE 530800 530800 530800 5.375 768150 CASH OUT 261600 261600 261600 5.875 768151 PURCHASE 504000 504000 504000 5.625 768152 REFINANCE 125600 125600 125600 5.75 768153 PURCHASE 404000 404000 404000 6.125 768154 PURCHASE 432000 432000 432000 6.75 768155 PURCHASE 197350 197350 197350 6.25 768156 PURCHASE 196000 196000 196000 6 768157 PURCHASE 157400 157400 157400 5.625 768158 PURCHASE 584000 584000 584000 5.625 768159 CASH OUT 480000 480000 480000 5.5 768160 PURCHASE 140700 140700 140700 6.375 768161 PURCHASE 88000 88000 88000 6.25 768162 PURCHASE 316800 316800 316800 5.75 768163 CASH OUT 328000 328000 328000 5.875 768164 PURCHASE 135900 135900 135900 5.75 768165 PURCHASE 356000 356000 356000 6.125 768166 PURCHASE 302400 302400 302400 5.875 768167 REFINANCE 456000 456000 456000 5.625 768168 PURCHASE 430800 430800 430800 5.75 768169 PURCHASE 228000 228000 228000 6.25 768170 REFINANCE 288000 288000 288000 6 768171 PURCHASE 748000 748000 748000 5.75 768172 PURCHASE 440000 440000 440000 5.75 768173 PURCHASE 158800 158800 158800 5.75 768174 PURCHASE 276000 276000 276000 5.75 768175 CASH OUT 160000 160000 160000 6.375 768176 PURCHASE 276800 276800 276800 5.625 768177 PURCHASE 504000 504000 504000 6 768178 CASH OUT 405000 405000 405000 5.625 768179 PURCHASE 180000 180000 180000 5.875 768180 PURCHASE 365600 365600 365600 6 768181 PURCHASE 304000 304000 304000 5.75 768182 PURCHASE 599200 599200 599200 5.75 768183 PURCHASE 292000 292000 292000 6.25 768184 REFINANCE 316000 316000 316000 6.125 768185 REFINANCE 483200 483200 483200 6.125 768186 PURCHASE 504800 504800 504800 5.875 768187 REFINANCE 176000 176000 176000 6.25 768188 PURCHASE 232000 232000 232000 7.625 768189 PURCHASE 483200 483200 483200 5.625 768190 PURCHASE 224000 224000 224000 6.125 768191 PURCHASE 236000 236000 236000 5.5 768192 PURCHASE 290400 290400 290400 6.25 768193 CASH OUT 528000 528000 528000 5.625 768194 PURCHASE 309600 309600 309600 5.875 768195 CASH OUT 420000 420000 420000 5.5 768196 PURCHASE 509000 509000 509000 6 768197 PURCHASE 440000 440000 440000 6.25 768198 PURCHASE 244000 244000 244000 5.75 768199 PURCHASE 272000 272000 272000 5.875 768200 PURCHASE 303200 303200 303200 5.5 768201 CASH OUT 197000 197000 197000 5.75 768202 PURCHASE 230800 230800 230800 6.875 768203 PURCHASE 305300 305300 305300 5.75 768204 PURCHASE 353600 353600 353600 5.625 768205 PURCHASE 304000 304000 304000 6.75 768206 REFINANCE 245000 245000 245000 6.375 768207 REFINANCE 400000 400000 400000 6 768208 PURCHASE 610400 610400 610400 5.875 768209 CASH OUT 440000 440000 440000 5.875 768210 PURCHASE 389600 389600 389600 6 768211 PURCHASE 452000 452000 452000 6.125 768212 CASH OUT 420000 420000 420000 6 768213 REFINANCE 136500 136500 136500 5.75 768214 CASH OUT 291200 290930.29 290930.29 6.375 768215 CASH OUT 448000 448000 448000 6.375 768216 PURCHASE 108000 108000 108000 6.25 768217 PURCHASE 440000 440000 440000 6.125 768218 PURCHASE 399200 399200 399200 5.875 768219 REFINANCE 512000 512000 512000 5.375 768220 PURCHASE 494400 494400 494400 5.5 768221 PURCHASE 520000 520000 520000 6.25 768222 PURCHASE 292000 292000 292000 5.5 768223 PURCHASE 268800 268800 268800 6.125 768224 PURCHASE 192000 192000 192000 6.25 768225 PURCHASE 228000 228000 228000 5.875 768226 PURCHASE 576000 576000 576000 5.875 768227 PURCHASE 336000 336000 336000 5.875 768228 PURCHASE 564000 564000 564000 5.875 768229 PURCHASE 292000 292000 292000 6 768230 PURCHASE 504000 504000 504000 5.625 768231 PURCHASE 445600 445600 445600 6.25 768232 PURCHASE 153600 153600 153600 6.625 768233 REFINANCE 247200 247200 247200 7 768234 CASH OUT 203000 202793.02 202793.02 5.875 768235 PURCHASE 148400 148400 148400 5.875 768236 CASH OUT 355000 355000 355000 6.125 768237 PURCHASE 111200 111200 111200 5.875 768238 PURCHASE 349600 349600 349600 5.875 768239 PURCHASE 436000 436000 436000 5.75 768240 PURCHASE 176000 176000 176000 5.75 768241 CASH OUT 416000 415575.87 415575.87 5.875 768242 PURCHASE 216400 216400 216400 6 768243 PURCHASE 300000 300000 300000 6.125 768244 PURCHASE 236000 236000 236000 6.25 768245 PURCHASE 336000 336000 336000 6.375 768246 CASH OUT 161600 161600 161600 6.125 768247 PURCHASE 359200 359200 359200 5.875 768248 PURCHASE 136000 136000 136000 6.375 768249 PURCHASE 171900 171900 171900 5.875 768250 PURCHASE 527200 527200 527200 6 768251 CASH OUT 562000 562000 562000 6.875 768252 PURCHASE 368000 368000 368000 6.125 768253 PURCHASE 188800 188800 188800 6.5 768254 PURCHASE 133600 133600 133600 6.375 768255 PURCHASE 532000 532000 532000 6.125 768256 REFINANCE 416000 416000 416000 5.625 768257 PURCHASE 337600 337600 337600 5.625 768258 PURCHASE 211900 211900 211900 5.75 768259 REFINANCE 552000 552000 552000 5.625 768260 PURCHASE 364000 364000 364000 5.5 768261 PURCHASE 374600 374600 374600 5.875 768262 CASH OUT 324000 324000 324000 6 768263 PURCHASE 308000 308000 308000 6.125 768264 PURCHASE 316800 316800 316800 6.25 768265 PURCHASE 195300 195300 195300 5.75 768266 PURCHASE 210400 210400 210400 6.125 768267 PURCHASE 576000 576000 576000 5.75 768268 PURCHASE 192800 192800 192800 6.25 768269 PURCHASE 428000 428000 428000 6 768270 PURCHASE 440000 440000 440000 6.125 768271 PURCHASE 332000 332000 332000 6 768272 PURCHASE 277500 277500 277500 5.75 768273 PURCHASE 403100 403100 403100 6.25 768274 PURCHASE 467056 467056 467056.01 6.5 768275 PURCHASE 347421 347421 347421 5.625 768276 PURCHASE 480000 480000 480000 5.375 768277 REFINANCE 148000 148000 148000 5.875 768278 CASH OUT 250000 250000 250005 5.75 768279 PURCHASE 556000 556000 556000 5.75 768280 REFINANCE 208000 208000 208000 5.875 768281 CASH OUT 472500 472500 472500 5.5 768282 PURCHASE 467372 467371.99 467371.99 6.875 768283 PURCHASE 337864 337864 337864 5.875 768284 REFINANCE 440000 440000 440000 5.375 768285 REFINANCE 196400 196400 196400 5.75 768286 REFINANCE 382000 382000 382000 5.75 768287 PURCHASE 159900 159900 159900 6.375 768288 CASH OUT 480000 480000 480000 5.875 768289 PURCHASE 110400 110400 110400 5.75 768290 PURCHASE 116000 115999.99 115999.99 6.125 768291 PURCHASE 308000 308000 308000 6.75 768292 REFINANCE 436000 436000 436000 5.375 768293 PURCHASE 307600 307600 307600 6.125 768294 CASH OUT 250000 250000 250000 6.375 768295 PURCHASE 480000 480000 480000 5.875 768296 PURCHASE 357250 357250 357250 6 768297 PURCHASE 399950 399950 399950 6 768298 PURCHASE 500000 500000 500000 5.625 768299 CASH OUT 375000 375000 375000 5.5 768300 CASH OUT 562000 562000 562000 5.625 768301 PURCHASE 361600 361600 361600 6.125 768302 PURCHASE 209900 209900 209900 5.875 768303 PURCHASE 236000 236000 236000 5.5 768304 PURCHASE 344000 344000 344000 6.375 768305 PURCHASE 650000 650000 650000 5.875 768306 PURCHASE 386400 386400 386400 5.625 768307 PURCHASE 534000 534000 534000 6.125 768308 PURCHASE 216800 216800 216800 6.25 768309 CASH OUT 318750 318750 318750 5.875 768310 PURCHASE 680000 680000 680000 6 768311 CASH OUT 375000 375000 375000 6.5 768312 PURCHASE 214000 213999.99 213999.99 5.5 768313 PURCHASE 624000 624000 624000 6.125 768314 PURCHASE 372846 372846 372846 5.625 768315 PURCHASE 288272 288272 288272 6.375 768316 PURCHASE 200764 200764 200764 6 768317 PURCHASE 825000 825000 825000 6 768318 CASH OUT 420000 420000 420000 7.25 768319 PURCHASE 480000 480000 480000 6.5 768320 PURCHASE 543200 543200 543200 6.75 768321 PURCHASE 420000 419957.43 419957.43 6 768322 PURCHASE 221600 221600 221600 5.875 768323 PURCHASE 287200 287200 287200 6.5 768324 PURCHASE 172000 172000 172000 5.375 768325 CASH OUT 359650 357964.14 357964.14 5.625 768326 PURCHASE 230000 230000 230000 6.125 768327 CASH OUT 300000 299663.83 299663.83 5.375 768328 PURCHASE 504000 504000 504000 6.25 768329 REFINANCE 464000 463999.99 463999.99 6.125 768330 PURCHASE 186000 186000 186000 6.375 768331 CASH OUT 398750 398750 398750 6 768332 PURCHASE 130400 130400 130400 6.375 768333 CASH OUT 580000 580000 580000 5.625 768334 PURCHASE 190000 190000 190000 5.75 768335 PURCHASE 412000 412000 412000 6 768336 PURCHASE 440000 439900 439900 5.875 768337 PURCHASE 444000 444000 444000 6 768338 PURCHASE 204800 204800 204800 5.5 768339 CASH OUT 710000 709950 709950 6 768340 PURCHASE 496000 495999.99 495999.99 5.5 768341 REFINANCE 534250 534250 534250 6.625 768342 CASH OUT 744000 744000 744000 5.625 768343 REFINANCE 96000 96000 96000 6.25 768344 PURCHASE 226550 226549.99 226549.99 5.625 768345 PURCHASE 236000 236000 236000 6.25 768346 PURCHASE 504000 504000 504000 6 768347 REFINANCE 432000 432000 432000 5.625 768348 PURCHASE 563200 563200 563200 5.75 768349 PURCHASE 212800 212507.65 212507.65 6 768350 PURCHASE 424000 424000 424000 5.75 768351 PURCHASE 299200 299200 299200 6.125 768352 PURCHASE 65600 65599.99 65599.99 6.5 768353 PURCHASE 448000 447999.99 447999.99 5.875 768354 REFINANCE 260000 259910.89 259910.89 5.5 768355 CASH OUT 432000 432000 432000 6 768356 PURCHASE 185200 185200 185200 5.875 768357 PURCHASE 276000 276000 276000 5.875 768358 PURCHASE 408700 408700 408700 6.75 768359 PURCHASE 327900 327899.99 327899.99 6.25 768360 PURCHASE 137376 137327.19 137327.19 6.125 769079 PURCHASE 439200 439200 439200 6 769080 CASH OUT 200000 200000 200000 5.875 769081 REFINANCE 132800 132800 132800 5.875 769082 PURCHASE 304000 304000 304000 6.25 769083 REFINANCE 650000 650000 650000 6 769084 PURCHASE 630050 630050 630050 5.75 769085 PURCHASE 392000 392000 392000 5.75 769086 CASH OUT 257900 257900 257900 5.75 769087 REFINANCE 450000 450000 450000 5.375 769088 PURCHASE 280000 279746.87 279746.87 6.5 769089 PURCHASE 265200 265200 265200 6.5 769090 PURCHASE 340000 340000 340000 6.875 769091 CASH OUT 253500 253500 253500 5.75 769092 REFINANCE 280000 280000 280000 5.5 769093 PURCHASE 171900 171900 171900 5.375 769094 PURCHASE 247900 247900 247900 6 769095 PURCHASE 301600 301600 301600 5.75 769096 PURCHASE 366000 366000 366000 5.625 769097 CASH OUT 225000 225000 225000 6.375 769098 PURCHASE 486850 486850 486850 5.625 769099 PURCHASE 96000 96000 96000 6.125 769100 CASH OUT 588000 588000 588000 6 769101 PURCHASE 334800 334800 334800 6.5 769102 PURCHASE 452000 452000 452000 6 769103 PURCHASE 184000 184000 184000 5.75 769104 PURCHASE 452000 452000 452000 5.125 769105 REFINANCE 208000 208000 208000 5.625 769106 CASH OUT 162400 162400 162400 6.5 769107 PURCHASE 280000 280000 280000 6.375 769108 PURCHASE 252000 252000 252000 5.875 769109 REFINANCE 913000 913000 913000 5.75 769110 PURCHASE 240000 240000 240000 5.75 769111 PURCHASE 204800 204800 204800 6.25 769112 REFINANCE 287200 287200 287200 6.25 769113 PURCHASE 480000 480000 480000 5.625 769114 REFINANCE 628000 628000 628000 5.875 769115 PURCHASE 188800 188800 188800 6.375 769116 CASH OUT 992000 992000 992000 6.25 769117 PURCHASE 127900 127900 127900 6 769118 PURCHASE 283600 283600 283600 6.25 769119 CASH OUT 216000 216000 216000 6.375 769120 PURCHASE 650000 650000 650000 5.25 769121 PURCHASE 212400 212400 212400 5.625 769122 PURCHASE 512000 512000 512000 6.25 769123 REFINANCE 272000 272000 272000 5.75 769124 REFINANCE 580000 580000 580000 5.75 769125 PURCHASE 468000 468000 468000 6 769126 REFINANCE 186400 186400 186400 5.5 769127 PURCHASE 247200 247200 247200 5.75 769128 PURCHASE 295700 295700 295700 5.625 769129 PURCHASE 168000 168000 168000 6.375 769130 REFINANCE 100800 100800 100800 6.25 769131 REFINANCE 630000 630000 630000 6.375 769132 REFINANCE 200000 200000 200000 6.5 769133 CASH OUT 415000 415000 415000 6.125 769134 CASH OUT 268000 268000 268000 6.5 769135 PURCHASE 600000 600000 600000 5.75 769136 PURCHASE 198700 198700 198700 5.875 769137 CASH OUT 320000 320000 320000 5.625 769138 PURCHASE 231900 231900 231900 5.5 769139 PURCHASE 128000 128000 128000 6.625 769140 PURCHASE 700000 700000 700000 5.75 769141 PURCHASE 116700 116700 116700 6.5 769142 CASH OUT 422000 422000 422000 6.25 769143 CASH OUT 181900 181900 181900 5.875 769144 PURCHASE 290400 290400 290400 6.125 769145 PURCHASE 240000 240000 240000 6.875 769146 CASH OUT 568000 568000 568000 5.75 769147 PURCHASE 162550 162550 162550 5.75 769148 PURCHASE 252000 252000 252000 6.25 769149 PURCHASE 216000 216000 216000 6.25 769150 CASH OUT 248000 248000 248000 5.875 769151 REFINANCE 137600 137600 137600 5.5 769152 REFINANCE 184500 184500 184500 5.875 769153 PURCHASE 210300 210300 210300 6.5 769154 PURCHASE 216000 216000 216000 5.625 769155 PURCHASE 219200 219200 219200 6.125 769156 PURCHASE 356000 356000 356000 6.75 769157 PURCHASE 306400 306400 306400 5.375 769158 PURCHASE 248000 248000 248000 5.5 769159 PURCHASE 195300 195300 195300 5.625 769160 PURCHASE 268000 268000 268000 6 769161 CASH OUT 540000 540000 540000 6.5 769162 PURCHASE 187900 187900 187900 5.75 769163 REFINANCE 240000 240000 240000 6.375 769164 PURCHASE 316000 316000 316000 5.75 769165 PURCHASE 428000 428000 428000 5.625 769166 PURCHASE 272000 272000 272000 5.75 769167 PURCHASE 290400 290400 290400 5.75 769168 PURCHASE 393600 393600 393600 5.875 769169 PURCHASE 248000 248000 248000 5.875 769170 PURCHASE 463900 463900 463900 6.25 769171 PURCHASE 134400 134400 134400 6.5 769172 CASH OUT 248000 248000 248000 6.25 769173 REFINANCE 420000 420000 420000 5.75 769174 PURCHASE 448000 448000 448000 5.875 769175 CASH OUT 212000 212000 212000 5.875 769176 PURCHASE 332000 332000 332000 6.125 769177 PURCHASE 360000 360000 360000 5.875 769178 PURCHASE 520000 520000 520000 6.125 769179 PURCHASE 561600 561600 561600 5.875 769180 PURCHASE 344000 344000 344000 5.5 769181 PURCHASE 614700 614700 614700 6.625 769182 PURCHASE 223200 223200 223200 5.875 769183 PURCHASE 168000 168000 168000 6.25 769184 REFINANCE 191000 191000 191000 5.625 769185 PURCHASE 261600 261600 261600 5.5 769186 PURCHASE 298900 298900 298900 6.25 769187 PURCHASE 626400 626400 626400 5.875 769188 PURCHASE 218400 218400 218400 6.5 769189 CASH OUT 305000 305000 305000 6.375 769190 PURCHASE 484000 484000 484000 6.75 769191 REFINANCE 344000 344000 344000 5.875 769192 REFINANCE 500000 500000 500000 6 769193 PURCHASE 439400 439400 439400 5.875 769194 PURCHASE 108000 107904.71 107904.71 6.625 769195 CASH OUT 640000 640000 640000 5.75 769196 CASH OUT 440000 440000 440000 6.125 769197 PURCHASE 492000 492000 492000 6.625 769198 PURCHASE 561500 561500 561500 6.375 769199 PURCHASE 344000 344000 344000 6.625 769200 PURCHASE 232000 232000 232000 6 769201 PURCHASE 373600 373600 373600 5.75 769202 PURCHASE 252800 252800 252800 5.875 769203 PURCHASE 372000 372000 372000 5.625 769204 PURCHASE 196800 196800 196800 5.875 769205 PURCHASE 472000 472000 472000 5.875 769206 PURCHASE 202400 202400 202400 5.75 769207 CASH OUT 726250 726250 726250 6 769208 PURCHASE 560000 560000 560000 5.875 769209 PURCHASE 135000 135000 135000 6.5 769210 PURCHASE 440000 440000 440000 6.5 769211 PURCHASE 270000 270000 270000 5.5 769212 PURCHASE 141600 141555.38 141555.38 6.25 769213 PURCHASE 733950 733950 733950 6 769214 REFINANCE 575000 575000 575000 5.25 769215 REFINANCE 308000 308000 308000 5.625 769216 PURCHASE 481000 481000 481000 6 769217 CASH OUT 488000 488000 488000 5.875 769218 PURCHASE 416000 416000 416000 5.75 769219 PURCHASE 472250 472250 472250 6.75 769220 REFINANCE 184000 184000 184000 5.75 769221 PURCHASE 532000 532000 532000 6.5 769222 PURCHASE 496000 496000 496000 6.125 769223 PURCHASE 524000 524000 524000 5.875 769224 PURCHASE 276000 276000 276000 6.125 769225 PURCHASE 486768 486768 486768 5.75 769226 PURCHASE 419931 419931 419931 6.125 769227 PURCHASE 776000 776000 776000 6.125 769228 PURCHASE 237293 237293 237293 6 769229 CASH OUT 134000 134000 134000 6.125 769230 REFINANCE 650000 650000 650000 6 769231 PURCHASE 100600 100573.8 100573.8 6.25 769232 PURCHASE 392000 391999.99 391999.99 6.125 769233 PURCHASE 420000 420000 420000 6.25 769234 PURCHASE 570900 570900 570900 6 769235 PURCHASE 108000 108000 108000 5.75 769236 PURCHASE 156000 156000 156000 6 769237 REFINANCE 103200 103200 103200 5.875 769238 PURCHASE 432000 432000 432000 6.125 769239 PURCHASE 248000 248000 248000 5.875 769240 REFINANCE 204000 204000 204000 6 769241 CASH OUT 240000 239761.07 239761.07 6 769242 PURCHASE 168000 168000 168000 6 769243 PURCHASE 119900 119899.99 119899.99 6.25 769244 REFINANCE 284000 284000 284000 5.75 769245 CASH OUT 800000 800000 800000 6.625 769246 PURCHASE 512000 512000 512000 6.125 769247 PURCHASE 370400 370400 370400 6.5 769248 REFINANCE 52000 51999.98 51999.98 6.375 769249 REFINANCE 104000 104000 104000 6.375 769250 CASH OUT 276000 276000 276000 6 769251 PURCHASE 520000 520000 520000 6.125 769252 REFINANCE 128000 128000 128000 6.375 769253 CASH OUT 319000 319000 319000 6.25 769254 CASH OUT 316000 316000 316000 5.875 769255 REFINANCE 260000 260000 260000 6 769256 CASH OUT 300000 300000 300000 5.75 769257 PURCHASE 362400 362400 362400 5.875 769258 PURCHASE 257600 257331.04 257331.04 5.75 769259 PURCHASE 184000 184000 184000 6.125 769260 REFINANCE 104000 103888.71 103888.71 5.625 769261 CASH OUT 252000 252000 252000 6.375 769262 REFINANCE 424000 423899.99 423899.99 5.875 769263 REFINANCE 204000 204000 204000 6.125 769264 CASH OUT 140000 140000 140000 6 769265 CASH OUT 376000 376000 376000 5.75 769266 PURCHASE 313350 313350 313350 5.875 769267 REFINANCE 120000 119996.78 119996.78 5.625 769268 PURCHASE 860000 860000 860000 5.875 769269 PURCHASE 256000 256000 256000 7.375 769270 PURCHASE 210000 210000 210000 5.875 769271 CASH OUT 310000 310000 310000 6.125 769272 CASH OUT 490000 489999.99 489999.99 6.125 769273 PURCHASE 228000 228000 228000 5.375 769274 PURCHASE 284800 284799.99 284799.99 5.5 769275 REFINANCE 172000 172000 172000 6 769276 PURCHASE 350000 350000 350000 6.375 769277 REFINANCE 380000 380000 380000 5.875 769278 PURCHASE 527100 526915 526915 5.5 769279 PURCHASE 176000 175691.24 175691.24 5.75 769280 PURCHASE 363000 363000 363000 6 769281 CASH OUT 240000 240000 240000 5.875 769282 REFINANCE 464000 463999.99 463999.99 5.375 769283 PURCHASE 88000 88000 88000 6.75 769284 PURCHASE 242000 242000 242000 6.25 769285 PURCHASE 190400 190400 190400 6.75 769286 PURCHASE 198400 198400 198400 6.75 769287 REFINANCE 157600 157499.99 157499.99 5.875 769288 CASH OUT 498000 498000 498000 6 769289 PURCHASE 121600 121600 121600 6.5 769290 CASH OUT 320000 320000 320000 6.375 769291 PURCHASE 384000 384000 384000 6 769292 PURCHASE 328000 328000 328000 6.5 769293 CASH OUT 244000 244000 244000 5.875 769294 PURCHASE 354800 354799.99 354799.99 5.875 769295 CASH OUT 264000 264000 264000 6.375 769296 REFINANCE 160800 160800 160800 6.25 769297 PURCHASE 399200 399200 399200 5.75 769298 CASH OUT 336000 336000 336000 5.875 769299 PURCHASE 463200 463200 463200 6.5 769300 PURCHASE 640000 639999.99 639999.99 5.875 769301 PURCHASE 284800 284800 284800 6 769302 PURCHASE 312000 312000 312000 6.25 769303 PURCHASE 496000 496000 496000 6.25 769304 PURCHASE 185500 185499.99 185499.99 6.125 769305 CASH OUT 118000 118000 118000 5.75 769306 PURCHASE 604000 604000 604000 6.875 769307 PURCHASE 257600 257600 257600 6.375 769308 CASH OUT 145000 145000 145000 5.75 769309 CASH OUT 252000 252000 252000 6 769310 PURCHASE 188150 188147.08 188147.08 5.5 769311 PURCHASE 124000 124000 124000 6.125 769312 PURCHASE 238400 238400 238400 6.25 769313 PURCHASE 350400 350400 350400 6.125 769314 CASH OUT 260000 260000 260000 6.25 769315 PURCHASE 169500 169500 169500 6.125 769316 PURCHASE 220000 220000 220000 6 769317 PURCHASE 290400 290400 290400 5.75 769318 PURCHASE 332800 332800 332800 6 769319 PURCHASE 228000 228000 228000 6.25 769320 CASH OUT 254000 254000 254000 5.875 769321 CASH OUT 292000 291999.99 291999.99 5.5 769322 PURCHASE 107100 107099.99 107099.99 5.625 769323 CASH OUT 308000 308000 308000 6 769324 PURCHASE 452000 452000 452000 6 769325 PURCHASE 508000 508000 508000 5.75 769326 PURCHASE 360000 360000 360000 6.5 769327 PURCHASE 124400 124400 124400 6.625 769328 REFINANCE 440000 440000 440000 5.75 769329 PURCHASE 212000 212000 212000 6.625 769330 REFINANCE 453600 453600 453600 5.625 769331 PURCHASE 160350 160350 160350 6.5 769332 PURCHASE 352600 352600 352600 5.75 769333 REFINANCE 162400 162400 162400 6.375 769334 PURCHASE 235500 235500 235500 6.5 769335 PURCHASE 352000 352000 352000 6.375 769336 PURCHASE 500000 500000 500000 5.75 769337 PURCHASE 218400 218400 218400 5.875 769338 PURCHASE 366300 366299.99 366299.99 5.875 769339 REFINANCE 140000 140000 140000 5.875 769340 PURCHASE 479200 479200 479200 5.625 769341 PURCHASE 439200 439200 439200 5.75 769342 PURCHASE 500000 500000 500000 6.25 769343 PURCHASE 371250 371250 371250 5.875 769344 PURCHASE 276000 276000 276000 6.75 769345 PURCHASE 192000 192000 192000 6 769346 PURCHASE 248000 248000 248000 5.875 769347 PURCHASE 144000 144000 144000 6.125 769348 PURCHASE 476000 476000 476000 6.125 769349 PURCHASE 500000 500000 500000 6 769350 PURCHASE 260000 260000 260000 6.125 769351 PURCHASE 432000 432000 432000 6 769352 PURCHASE 492000 492000 492000 6.5 769353 PURCHASE 292000 292000 292000 6.125 769354 PURCHASE 180000 180000 180000 6.125 769355 PURCHASE 412800 412800 412800 5.875 769356 PURCHASE 244000 244000 244000 6.5 769357 PURCHASE 464000 464000 464000 5.875 769358 CASH OUT 460000 460000 460000 5.75 769359 PURCHASE 476000 476000 476000 5.75 769360 PURCHASE 232000 232000 232000 6.375 769361 PURCHASE 440000 440000 440000 5.875 769362 PURCHASE 352000 352000 352000 6.125 769363 REFINANCE 148000 148000 148000 6.125 769364 PURCHASE 553600 553600 553600 6.375 769365 CASH OUT 600000 600000 600000 6.25 769366 PURCHASE 373900 373900 373900 6 769367 PURCHASE 232000 232000 232000 6 769368 PURCHASE 296000 296000 296000 6.375 769369 REFINANCE 168000 168000 168000 5.875 769370 CASH OUT 300000 300000 300000 6.25 769371 PURCHASE 480000 480000 480000 6.25 769372 REFINANCE 531000 531000 531000 6.125 769373 PURCHASE 123900 123798.44 123798.44 7 769374 PURCHASE 368000 368000 368000 6.5 769375 PURCHASE 280800 280800 280800 6.125 769376 PURCHASE 308000 308000 308000 5.875 769377 PURCHASE 208000 208000 208000 6.375 769378 PURCHASE 266800 266800 266800 6.375 769379 PURCHASE 456000 456000 456000 6.375 769380 PURCHASE 650000 650000 650000 6.125 769381 PURCHASE 440000 440000 440000 6 769382 CASH OUT 256000 256000 256000 6.375 769383 REFINANCE 180000 179929.83 179929.83 5.375 769384 PURCHASE 158400 158400 158400 5.875 769385 REFINANCE 373000 372999.99 372999.99 5.75 769386 CASH OUT 440000 440000 440000 6.25 769387 PURCHASE 492000 492000 492000 5.375 769388 PURCHASE 369600 369600 369600 6.125 769389 CASH OUT 720000 720000 720000 5.875 769390 PURCHASE 332000 332000 332000 5.75 769391 CASH OUT 311000 310999.84 310999.84 5.625 769392 PURCHASE 161200 161200 161200 6.125 764867 CASH OUT 141000 140852.79 0 5.75 764868 PURCHASE 359650 359650 0 5.75 764869 PURCHASE 160000 159672.92 0 5.875 764870 PURCHASE 187600 187600 0 5.625 764871 CASH OUT 116900 116655.31 0 5.75 764872 PURCHASE 346420 346220 0 5.5 764873 REFINANCE 148800 148800 0 5.75 764874 PURCHASE 128500 128500 0 6.75 764875 PURCHASE 129600 129568.27 0 5.875 764876 PURCHASE 210104 210104 0 5.75 764877 PURCHASE 209500 209500 0 6.125 764878 PURCHASE 160800 160800 0 5.75 764879 PURCHASE 129780 129780 0 6.375 764880 PURCHASE 289936 289936 0 5.625 764881 CASH OUT 233600 233122.49 0 5.875 764882 PURCHASE 135600 135600 0 5.625 764883 PURCHASE 109687 109451.91 0 5.625 764884 PURCHASE 325000 325000 0 5.875 764885 PURCHASE 309750 309647.24 0 6 764886 PURCHASE 233950 233950 0 6 764887 PURCHASE 311200 310635.81 0 6.5 764888 REFINANCE 56000 56000 0 5.75 764889 PURCHASE 150000 149686.03 0 5.75 764890 PURCHASE 90950 90702.2 0 5.5 764891 CASH OUT 180000 180000 0 6.125 764892 PURCHASE 208000 207564.62 0 5.75 764893 PURCHASE 179600 179600 0 5.625 764894 PURCHASE 208000 207425.23 0 5.5 764895 PURCHASE 91920 91920 0 5.75 764896 CASH OUT 270000 269448.08 0 5.875 764897 PURCHASE 124110 124110 0 5.875 764898 PURCHASE 247000 246999.95 0 5.875 764899 CASH OUT 220500 220016.18 0 5.5 764900 CASH OUT 220000 220000 0 5.625 764901 PURCHASE 220000 220000 0 5.875 764902 PURCHASE 199200 199200 0 5.375 764903 PURCHASE 203920 203920 0 5.375 764904 PURCHASE 292500 291902.1 0 5.875 764905 PURCHASE 111200 111200 0 5.75 764906 PURCHASE 116800 116800 0 5.625 764907 CASH OUT 110400 110184.83 0 6.125 764908 CASH OUT 180000 180000 0 6.25 764909 CASH OUT 165000 164646.37 0 5.625 764910 REFINANCE 88000 88000 0 6 764911 CASH OUT 70000 70000 0 6.25 764912 PURCHASE 245600 245600 0 5.375 764913 CASH OUT 234000 233554.78 0 6.25 764914 PURCHASE 87100 86913.32 0 5.625 764915 CASH OUT 300000 299386.76 0 5.875 764916 PURCHASE 148000 147686.96 0 5.695 764917 PURCHASE 140000 140000 0 5.5 764918 PURCHASE 218800 218616.2 0 6 764919 PURCHASE 144800 144800 0 5.5 764920 CASH OUT 129600 129600 0 5.875 764921 REFINANCE 359650 359650 0 5.875 764922 CASH OUT 119800 119662.58 0 5.25 764923 PURCHASE 398000 397147.02 0 5.625 764924 CASH OUT 152000 152000 0 5.875 764925 PURCHASE 324000 324000 0 5.625 764926 CASH OUT 325000 325000 0 5.5 764927 PURCHASE 131850 131797.16 0 5.625 764928 PURCHASE 216000 215950.5 0 5.5 764929 PURCHASE 124000 124000 0 5.875 764930 PURCHASE 146000 145999.21 0 5.625 764931 CASH OUT 265000 265000 0 5.75 764932 PURCHASE 319900 319181.47 0 5.375 764933 PURCHASE 225000 210379.86 0 5.75 764934 PURCHASE 158300 158300 0 5.625 764935 PURCHASE 162400 162230.44 0 5.75 764936 REFINANCE 324000 323304.69 0 5.625 764937 PURCHASE 299925 299925 0 5.25 764938 PURCHASE 212000 212000 0 5.875 764939 PURCHASE 240000 240000 0 5.875 764940 REFINANCE 242850 242850 0 5.75 764941 REFINANCE 249500 249199.39 0 5.75 764942 PURCHASE 99750 99381.5 0 5.5 764943 CASH OUT 203000 202554.58 0 5.5 764944 PURCHASE 99750 99536.22 0 5.625 764945 REFINANCE 125000 124961.84 0 5.5 764946 PURCHASE 270750 270750 0 5.875 764947 CASH OUT 146800 146484.46 0 5.625 764948 PURCHASE 206400 205947.12 0 5.5 764949 PURCHASE 348000 348000 0 5.875 764950 CASH OUT 150000 150000 0 5.75 764951 PURCHASE 175200 175200 0 5.625 764952 PURCHASE 121125 121125 0 6 764953 PURCHASE 188050 188050 0 5.625 764954 PURCHASE 194000 194000 0 5.75 764955 PURCHASE 269600 269535.17 0 6 764956 PURCHASE 150000 149669.04 0 5.5 764957 PURCHASE 60000 60000 0 5.625 764958 PURCHASE 120000 120000 0 5.875 764959 PURCHASE 288000 287397.18 0 5.75 764960 PURCHASE 176000 176000 0 5.875 764961 PURCHASE 178400 177957.69 0 5.5 764962 PURCHASE 117500 117500 0 5.75 764963 PURCHASE 89100 88909.05 0 5.625 764964 CASH OUT 148500 148500 0 5.75 764965 REFINANCE 216000 216000 0 5.625 764966 PURCHASE 59200 59076.08 0 5.75 764967 CASH OUT 256000 255757.09 0 6.25 764968 CASH OUT 132800 132796.18 0 5.625 764969 CASH OUT 348000 348000 0 5.875 764970 CASH OUT 169600 169227.85 0 5.5 764971 PURCHASE 250000 249464.2 0 5.625 764972 PURCHASE 167900 167900 0 6 764973 PURCHASE 220000 220000 0 5.25 764974 CASH OUT 200000 200000 0 6.625 764975 CASH OUT 167000 167000 0 5.625 764976 PURCHASE 127760 127498.84 0 5.875 764977 PURCHASE 219920 219920 0 5.875 764978 PURCHASE 114800 114800 0 5.625 764979 PURCHASE 250400 250400 0 5 764980 PURCHASE 142260 142256.49 0 5.875 764981 CASH OUT 90900 90876 0 5.5 764982 PURCHASE 208000 207700 0 5.75 764983 PURCHASE 330000 329894.8 0 5.875 764984 PURCHASE 132000 131710.36 0 5.5 764985 PURCHASE 180720 180673.88 0 6.125 764986 CASH OUT 244000 244000 0 5.875 764987 CASH OUT 208000 208000 0 6 764988 CASH OUT 113250 113250 0 6.25 764989 PURCHASE 340000 339845 0 5.5 764990 PURCHASE 172000 172000 0 5.875 764991 REFINANCE 176000 175613.83 0 5.5 764992 CASH OUT 160000 159702.81 0 6.375 764993 PURCHASE 108000 108000 0 6.5 764994 PURCHASE 118660 118660 0 5.875 764995 PURCHASE 106165 106165 0 5.875 764996 PURCHASE 240800 240350 0 5.875 764997 PURCHASE 359250 358582.75 0 6.375 764998 PURCHASE 232000 231950 0 5.75 764999 CASH OUT 330000 330000 0 5.5 765000 PURCHASE 250000 250000 0 5.625 765001 CASH OUT 208800 208800 0 5.75 765002 PURCHASE 244000 244000 0 5.875 765003 PURCHASE 288000 288000 0 6.125 765004 CASH OUT 240000 240000 0 6 765005 PURCHASE 252000 252000 0 6 765007 PURCHASE 236000 236000 0 5.875 765008 PURCHASE 130400 130400 0 5.875 765009 PURCHASE 172400 172039.14 0 5.75 765010 REFINANCE 162000 162000 0 5.75 765011 PURCHASE 228800 228580.59 0 6.195 765012 PURCHASE 256000 256000 0 5.75 765013 PURCHASE 110600 110484.52 0 5.75 765014 PURCHASE 171900 171900 0 5.875 765015 PURCHASE 296900 296863.25 0 5.625 765016 PURCHASE 188000 188000 0 5.875 765017 CASH OUT 194400 194400 0 5.5 765018 PURCHASE 476100 475126.8 0 5.875 765019 PURCHASE 275600 275550 0 6.125 765020 PURCHASE 150200 150200 0 6 765021 PURCHASE 408000 408000 0 5.125 765022 PURCHASE 283920 283780.64 0 5.875 765023 PURCHASE 208000 207554.22 0 5.625 765024 PURCHASE 315950 315950 0 5.625 765025 PURCHASE 331744 331744 0 5.5 765026 PURCHASE 196900 196900 0 5.375 765027 PURCHASE 480000 479800 0 5.875 765028 PURCHASE 347200 347200 0 6.875 765029 PURCHASE 429800 429600 0 5.625 765030 PURCHASE 333749 333749 0 5.375 765031 PURCHASE 209550 209522.69 0 6 765032 PURCHASE 328300 328300 0 5 765033 PURCHASE 250600 250600 0 7.25 765034 PURCHASE 277700 276060.91 0 6 765035 REFINANCE 147200 147200 0 6.125 765036 PURCHASE 288000 288000 0 5.875 765037 PURCHASE 472856 472856 0 5.625 765038 PURCHASE 98000 98000 0 6.25 765039 PURCHASE 392350 392350 0 6.125 765040 PURCHASE 312000 311900.44 0 5.25 765041 CASH OUT 458000 458000 0 6.25 765042 PURCHASE 208000 208000 0 5.375 765043 PURCHASE 512968 512968 0 5.25 765044 CASH OUT 308000 308000 0 6.25 765045 PURCHASE 115600 115569.29 0 6.375 765046 PURCHASE 568000 568000 0 5.875 765047 PURCHASE 240000 239946.25 0 5.375 765048 PURCHASE 175920 175496.36 0 5 765049 PURCHASE 572000 572000 0 5.875 765050 PURCHASE 331101 331101 0 6 765051 PURCHASE 382400 382399.42 0 5.75 765052 PURCHASE 57600 57600 0 5.75 765053 PURCHASE 378000 378000 0 6.875 765054 PURCHASE 200000 200000 0 5.625 765055 CASH OUT 401600 401600 0 5.5 765056 PURCHASE 352000 352000 0 6.125 765057 PURCHASE 419200 419199.93 0 5.5 765058 CASH OUT 357000 357000 0 5.875 765059 PURCHASE 268000 267877.18 0 5.5 765060 PURCHASE 372000 372000 0 5.375 765061 PURCHASE 393600 393507.75 0 5.625 765062 CASH OUT 345000 345000 0 5.625 765063 CASH OUT 590000 590000 0 5.625 765064 CASH OUT 576000 575859 0 5.875 765065 PURCHASE 288000 288000 0 4.75 765066 PURCHASE 291611 291611 0 6.25 765067 PURCHASE 234400 234400 0 6.625 765068 PURCHASE 415000 410168.22 0 5.375 765069 PURCHASE 488000 488000 0 5.875 765070 REFINANCE 182000 182000 0 5.5 765071 PURCHASE 292000 292000 0 6 765072 PURCHASE 208140 208119.59 0 5.75 765073 PURCHASE 164000 164000 0 6.25 765074 PURCHASE 93400 93400 0 6.375 765075 PURCHASE 871200 869376.46 0 5.75 765076 PURCHASE 83920 83920 0 6 765077 PURCHASE 499200 499200 0 6.125 765078 PURCHASE 199405 199405 0 5 765079 PURCHASE 492000 491982.08 0 5.875 765080 CASH OUT 212000 212000 0 5.625 765081 PURCHASE 180000 180000 0 7.875 765082 PURCHASE 234900 234900 0 6.875 765083 PURCHASE 344000 344000 0 5.75 765084 PURCHASE 132000 132000 0 5.5 765085 PURCHASE 400000 400000 0 6.25 765086 PURCHASE 250200 250200 0 6.875 765087 CASH OUT 440000 439999.8 0 5.5 765088 CASH OUT 137700 137700 0 5.875 765089 PURCHASE 200800 200700 0 5.25 765090 PURCHASE 191200 191200 0 6.25 765091 PURCHASE 140000 139999.98 0 4.625 765092 PURCHASE 167214 167214 0 5.375 765093 PURCHASE 564000 564000 0 5.125 765094 PURCHASE 506400 506400 0 5.375 765095 PURCHASE 463350 463350 0 5.75 765096 PURCHASE 349965 349965 0 6 765097 PURCHASE 650000 650000 0 5.125 765098 PURCHASE 295620 295620 0 5.625 765099 PURCHASE 207000 207000 0 7.5 765100 REFINANCE 303500 303499.17 0 5.875 765101 CASH OUT 292000 292000 0 5.25 765102 PURCHASE 233500 233500 0 5.625 765103 PURCHASE 92000 92000 0 6.25 765104 PURCHASE 538000 538000 0 6 765105 PURCHASE 280000 280000 0 5.625 765106 PURCHASE 407920 407919.99 0 5.375 765107 PURCHASE 79600 79600 0 5.25 765108 PURCHASE 650000 649999.17 0 5.5 765109 PURCHASE 635400 634736.6 0 5.75 765110 PURCHASE 214400 213836.4 0 5.375 765111 PURCHASE 256500 256499.99 0 5.5 765112 CASH OUT 500000 500000 0 6.25 765113 PURCHASE 245000 244977.88 0 5.625 765114 PURCHASE 400000 400000 0 7.125 765115 PURCHASE 420000 420000 0 5.625 765116 PURCHASE 487450 487450 0 5.875 765117 PURCHASE 489672 489672 0 5.5 765118 CASH OUT 384000 384000 0 5.875 765119 PURCHASE 249280 249280 0 5.25 765120 REFINANCE 504000 504000 0 5.5 765121 PURCHASE 234000 234000 0 6 765122 PURCHASE 330000 330000 0 6 765123 PURCHASE 226000 226000 0 6.125 765124 PURCHASE 500000 499590.15 0 7 765125 PURCHASE 526050 522226.36 0 5.25 765126 PURCHASE 321300 321300 0 7 765127 PURCHASE 522900 522481.84 0 7.125 765128 PURCHASE 332000 332000 0 5.25 765129 PURCHASE 143600 143600 0 6.875 765130 PURCHASE 369800 369800 0 4.625 765131 PURCHASE 588000 588000 0 5.375 765132 PURCHASE 387450 387450 0 5.25 765133 CASH OUT 491000 491000 0 5.75 765134 PURCHASE 391500 391500 0 6.625 765135 PURCHASE 388000 388000 0 5.875 765136 PURCHASE 183200 183200 0 6.25 765137 PURCHASE 94400 94294.21 0 5.375 765138 PURCHASE 252000 251999.5 0 6.75 765139 CASH OUT 620000 620000 0 5.625 765140 PURCHASE 270000 269433.77 0 5.74 765141 CASH OUT 441800 441800 0 6.875 765142 PURCHASE 150000 148751.36 0 5.125 765143 PURCHASE 400000 397442.86 0 6.125 765144 PURCHASE 450000 450000 0 7.5 765145 PURCHASE 400000 400000 0 5.625 765146 PURCHASE 322038 319745.11 0 5.125 765147 REFINANCE 416050 416050 0 6.5 765148 PURCHASE 533936 533936 0 5.25 765149 PURCHASE 373050 373050 0 5.625 765150 PURCHASE 447000 447000 0 5.875 765151 PURCHASE 193850 193842.09 0 6.25 765152 REFINANCE 340000 340000 0 5.625 765153 CASH OUT 337600 337399.32 0 5.875 765154 PURCHASE 160000 159999.9 0 5.5 765155 PURCHASE 604000 604000 0 5.875 765156 PURCHASE 353243 353243 0 5.375 765157 PURCHASE 216000 216000 0 6.5 765158 PURCHASE 220400 220399.99 0 6.875 765159 PURCHASE 144775 144775 0 5.875 765160 PURCHASE 405400 405400 0 5.5 765161 PURCHASE 516000 516000 0 5.375 765162 PURCHASE 600000 598885.61 0 6.375 765163 CASH OUT 400000 399762.76 0 5.875 765164 PURCHASE 244000 244000 0 6 765165 PURCHASE 165000 164536.83 0 5.49 765166 PURCHASE 532000 532000 0 5.25 765167 PURCHASE 128150 127887.54 0 5.865 765168 PURCHASE 397600 397600 0 5.5 765169 PURCHASE 147087 147087 0 6.375 765170 PURCHASE 148000 148000 0 6.375 765171 PURCHASE 148000 148000 0 6.375 765172 PURCHASE 460000 460000 0 5.625 765173 PURCHASE 376000 376000 0 6.125 765174 PURCHASE 260000 260000 0 5.875 765175 PURCHASE 422000 421500 0 5.875 765176 PURCHASE 340000 340000 0 5.875 765177 REFINANCE 180000 180000 0 6.125 765178 PURCHASE 470400 470400 0 6.375 765179 REFINANCE 110000 110000 0 5.875 765180 CASH OUT 191250 191250 0 6.25 765181 PURCHASE 460000 460000 0 5.75 765182 PURCHASE 146790 146460.28 0 5.375 765183 PURCHASE 456400 456332.33 0 6.25 765184 REFINANCE 236000 235482.17 0 5.5 765185 PURCHASE 96435 96435 0 7.375 765186 CASH OUT 416500 416500 0 5.75 765187 PURCHASE 400000 399976.54 0 5.75 765188 CASH OUT 336000 335919.5 0 5.75 765189 PURCHASE 424000 424000 0 6.375 765190 CASH OUT 150000 150000 0 6.25 765191 PURCHASE 308000 308000 0 5.625 765192 PURCHASE 281400 281400 0 5.25 765193 PURCHASE 94880 94848.46 0 6 765194 PURCHASE 303000 303000 0 6.875 765195 CASH OUT 60000 59993.36 0 5.5 765196 PURCHASE 116720 116720 0 6.375 765197 PURCHASE 85500 85500 0 7 765198 CASH OUT 504800 503429.53 0 5.625 765199 CASH OUT 600000 600000 0 5.5 765200 CASH OUT 540000 539799.48 0 6.25 765201 REFINANCE 305000 305000 0 6.875 765202 PURCHASE 238800 238799.63 0 6.375 765203 PURCHASE 217520 217520 0 5.625 765204 CASH OUT 228000 227767.54 0 5.875 765205 CASH OUT 341250 340896.85 0 5.375 765206 PURCHASE 215100 215100 0 6 765207 PURCHASE 208000 208000 0 5.875 765208 CASH OUT 630000 629999.99 0 6.375 765209 PURCHASE 412000 412000 0 5.75 765210 PURCHASE 54000 54000 0 6.375 765211 PURCHASE 136000 135971.93 0 5.625 765212 PURCHASE 222210 221797.27 0 6.375 765213 PURCHASE 288000 287999.38 0 5.625 765214 PURCHASE 192000 192000 0 6 765215 PURCHASE 248000 247708.84 0 5.125 765216 PURCHASE 340320 340320 0 5.75 765217 CASH OUT 372000 372000 0 6.75 765218 PURCHASE 432700 432700 0 6 765219 CASH OUT 169600 169599.5 0 7.25 765220 PURCHASE 328000 327347.57 0 5.875 765221 REFINANCE 592000 592000 0 6.625 765222 REFINANCE 485000 484469.14 0 5.5 765223 PURCHASE 400000 400000 0 6.75 765224 PURCHASE 508000 508000 0 5.375 765225 PURCHASE 359650 359650 0 5.25 765226 PURCHASE 332000 332000 0 6.125 765227 REFINANCE 245700 245700 0 5.75 765228 PURCHASE 359250 359020.06 0 5.875 765229 PURCHASE 296000 296000 0 5.625 765230 PURCHASE 318501 318501 0 5.625 765231 PURCHASE 422400 422400 0 6.625 765232 PURCHASE 215100 215100 0 6.625 765233 CASH OUT 310000 309999.99 0 6.5 765234 CASH OUT 144000 144000 0 6.5 765235 PURCHASE 98910 98910 0 5.875 765236 PURCHASE 166028 165986.49 0 6 765237 CASH OUT 273000 273000 0 6.125 765238 PURCHASE 366400 366400 0 5.75 765239 PURCHASE 160000 160000 0 6.75 765240 PURCHASE 143900 143900 0 5.875 765241 PURCHASE 102500 102246.4 0 5.865 765242 PURCHASE 408000 407999.92 0 5.875 765243 PURCHASE 243200 243200 0 7.25 765244 CASH OUT 427500 427500 0 6.25 765245 PURCHASE 225600 225600 0 5.625 765246 PURCHASE 385000 384366.98 0 7 765247 PURCHASE 416000 416000 0 6.875 765248 CASH OUT 441000 441000 0 6.375 765249 PURCHASE 440000 440000 0 6.125 765250 PURCHASE 148800 128674.29 0 6.75 765251 PURCHASE 280000 280000 0 5.625 765252 CASH OUT 650000 650000 0 7.375 765253 PURCHASE 191900 191900 0 6.125 765254 CASH OUT 376000 376000 0 6.25 765255 PURCHASE 110240 110240 0 6.25 765256 PURCHASE 227610 227610 0 5.375 765257 PURCHASE 688000 688000 0 5.875 765258 PURCHASE 604000 604000 0 6.125 765259 PURCHASE 279000 279000 0 7.375 765260 PURCHASE 364500 364500 0 6.625 765261 CASH OUT 472500 471958.02 0 5.25 765262 PURCHASE 245250 245250 0 6 765263 PURCHASE 238000 238000 0 6.25 765264 PURCHASE 225900 225900 0 6.625 765265 PURCHASE 180500 180500 0 5.875 765266 CASH OUT 634000 634000 0 7 765267 PURCHASE 385200 384374.46 0 5.625 765268 CASH OUT 240000 240000 0 5.875 765269 PURCHASE 215920 215920 0 5.375 765270 REFINANCE 204000 204000 0 6.125 765271 CASH OUT 450000 450000 0 5.5 765272 PURCHASE 228000 228000 0 5.125 765273 CASH OUT 96000 96000 0 7.375 765274 PURCHASE 428000 428000 0 6.25 765275 PURCHASE 296400 296322.15 0 7.125 765276 PURCHASE 308000 308000 0 5.25 765277 PURCHASE 236000 235776.07 0 6.25 765278 PURCHASE 126800 126800 0 6.25 765279 PURCHASE 420000 420000 0 6.5 765280 PURCHASE 495000 494552.51 0 6.5 765281 PURCHASE 123708 123584.84 0 6 765282 PURCHASE 389000 389000 0 5.75 765283 PURCHASE 440000 440000 0 5.75 765284 CASH OUT 100000 99973.96 0 6.25 765285 PURCHASE 420000 419600 0 5.875 765286 PURCHASE 197900 197900 0 6 765287 CASH OUT 400000 400000 0 5.75 765288 PURCHASE 408050 408050 0 5.5 765289 PURCHASE 276000 276000 0 6.875 765290 PURCHASE 192000 192000 0 6 765291 PURCHASE 520000 520000 0 5.375 765292 PURCHASE 385000 385000 0 5.875 765293 PURCHASE 193560 193560 0 5.375 765294 PURCHASE 321600 321600 0 5.5 765295 REFINANCE 650000 648671.34 0 5.875 765296 CASH OUT 505000 505000 0 5.875 765297 PURCHASE 104800 104569.61 0 5.49 765298 PURCHASE 128000 128000 0 7.125 765299 CASH OUT 207000 207000 0 5.25 765300 PURCHASE 366750 366608.12 0 5.625 765301 CASH OUT 176250 176250 0 6.75 765302 PURCHASE 650000 649673.84 0 5.75 765303 CASH OUT 264000 263249.25 0 6 765304 PURCHASE 400000 400000 0 5.625 765305 PURCHASE 479920 479920 0 5.625 765306 CASH OUT 425000 425000 0 5.375 765307 PURCHASE 448000 448000 0 5.5 765308 CASH OUT 187000 187000 0 5.75 765309 PURCHASE 162320 162228.38 0 5.875 765310 PURCHASE 225600 225593.62 0 5.875 765311 CASH OUT 292500 292500 0 5.875 765312 PURCHASE 284400 284400 0 6.25 765313 PURCHASE 435950 435950 0 5.875 765314 REFINANCE 428000 428000 0 5.625 765315 PURCHASE 630000 630000 0 5.375 765316 PURCHASE 271600 271600 0 5.875 765317 CASH OUT 583200 583200 0 5.75 765318 PURCHASE 451500 451005.8 0 5.5 765319 PURCHASE 134800 134800 0 5.75 765320 PURCHASE 619500 619500 0 5.5 765321 PURCHASE 620000 620000 0 5.5 765322 PURCHASE 459000 459000 0 5.875 765323 CASH OUT 168000 168000 0 6.75 765324 REFINANCE 390000 389999.07 0 5.875 765325 CASH OUT 700000 700000 0 5.125 765326 PURCHASE 475000 475000 0 5.75 765327 PURCHASE 142400 142400 0 6 765328 CASH OUT 440000 440000 0 6.25 765329 CASH OUT 584000 584000 0 6 765330 CASH OUT 650000 650000 0 5.5 765331 CASH OUT 107100 107100 0 6.125 765332 PURCHASE 568000 566838.95 0 5.875 765333 CASH OUT 490400 490400 0 6.25 765334 REFINANCE 450000 450000 0 5.75 765335 CASH OUT 558400 558400 0 5.875 765336 PURCHASE 204000 204000 0 5.875 765337 PURCHASE 103680 103680 0 6.5 764433 PURCHASE 148000 148000 148000 5.375 764434 PURCHASE 240000 239943.5 239943.5 5.375 764435 REFINANCE 218000 218000 218000 5.875 764436 PURCHASE 208000 208000 208000 5.75 764437 PURCHASE 297600 296991.67 296991.67 5.875 764438 PURCHASE 315000 314638.68 314638.68 5.25 764439 CASH OUT 170000 169813.92 169813.92 5.5 764440 PURCHASE 185800 185601.37 185601.37 5.625 764441 PURCHASE 294000 294000 294000 5.5 764442 PURCHASE 143920 143920 143920 5.875 764443 PURCHASE 160300 160084.31 160084.31 5.25 764444 PURCHASE 239500 239500 239500 5.375 764445 PURCHASE 310406 310406 310406 6.25 764446 PURCHASE 138400 138123.75 138123.75 6 764447 PURCHASE 115600 115600 115600 6.125 764448 REFINANCE 237000 236764.06 236764.06 6 764449 PURCHASE 180000 179796.21 179796.21 5.32 764450 PURCHASE 223200 223200 223200 5.75 764451 PURCHASE 180000 180000 180000 6 764452 PURCHASE 336750 336750 336750 5.5 764453 PURCHASE 336000 336000 336000 5.25 764454 PURCHASE 93400 93400 93400 5.75 764455 PURCHASE 220000 220000 220000 5.375 764456 PURCHASE 108400 108289.48 108289.48 5.875 764457 PURCHASE 186400 186400 186400 5.5 764458 PURCHASE 215200 215199.98 215199.98 5.875 764459 PURCHASE 140000 139999.09 139999.09 5.5 764460 REFINANCE 174450 174450 174450 6 764461 PURCHASE 160000 159836.86 159836.86 5.875 764462 PURCHASE 70000 69928.63 69928.63 5.875 764463 PURCHASE 121600 121459.08 121459.08 5.195 764464 CASH OUT 297500 297401.56 297401.56 5.25 764465 PURCHASE 176000 175956.26 175956.26 6.5 764466 PURCHASE 104000 103900 103900 6.125 764467 PURCHASE 240000 240000 240000 5.125 764468 CASH OUT 280000 279897.83 279897.83 5.75 764469 PURCHASE 238500 238500 238500 6.125 764470 PURCHASE 278000 277869.82 277869.82 5.875 764471 PURCHASE 212000 212000 212000 5.875 764472 CASH OUT 303000 300473.99 300473.99 5.875 764473 REFINANCE 109500 109382.93 109382.93 5.625 764474 CASH OUT 56250 56250 56250 6.5 764475 PURCHASE 164400 164300 164300 6 764476 PURCHASE 172000 171900 171900 6 764477 PURCHASE 254700 254421.21 254421.21 5.5 764478 CASH OUT 240000 240000 240000 5.5 764479 REFINANCE 156000 156000 156000 5.75 764480 PURCHASE 88000 88000 88000 6.25 764481 PURCHASE 173120 173120 173120 5.875 764482 PURCHASE 272000 271900 271900 5.625 764483 PURCHASE 124000 124000 124000 5.875 764484 REFINANCE 234500 234500 234500 5.625 764485 CASH OUT 200000 200000 200000 5.75 764486 PURCHASE 288800 288800 288800 5.875 764487 CASH OUT 237000 237000 237000 5.75 764488 PURCHASE 236000 235741.68 235741.68 5.5 764489 PURCHASE 352000 352000 352000 5.875 764490 PURCHASE 215600 215600 215600 5.5 764491 CASH OUT 189000 188866.25 188866.25 5.5 764492 PURCHASE 169300 169300 169300 5.625 764493 PURCHASE 138000 138000 138000 6.875 764494 REFINANCE 342000 342000 342000 5.625 764495 CASH OUT 359650 359650 359650 5.625 764496 PURCHASE 148000 148000 148000 5.875 764497 PURCHASE 215200 215200 215200 5.875 764498 PURCHASE 313650 313650 313650 5.875 764499 CASH OUT 235000 235000 235000 6 764500 PURCHASE 86850 86850 86850 6.125 764501 PURCHASE 208800 208778.92 208778.92 6.875 764502 PURCHASE 172000 171824.63 171824.63 5.875 764503 PURCHASE 328000 328000 328000 5.875 764504 PURCHASE 328000 327900.78 327900.78 5.875 764505 PURCHASE 127900 127772.55 127772.55 6.07 764506 PURCHASE 193995 193995 193995 6 764507 PURCHASE 211200 211200 211200 5.5 764508 REFINANCE 253461 253461 253461 5.75 764509 PURCHASE 338800 338454.57 338454.57 5.875 764510 PURCHASE 255200 254920.67 254920.67 5.5 764511 REFINANCE 137000 137000 137000 5.75 764512 PURCHASE 278700 278700 278700 5.75 764513 REFINANCE 334000 334000 334000 5.625 764514 CASH OUT 235000 234771.59 234771.59 6.125 764515 PURCHASE 343000 343000 343000 6.125 765338 PURCHASE 255200 255200 255200 6.5 765339 CASH OUT 95000 94708 94708 5.875 765355 PURCHASE 410000 410000 410000 5.75 765356 PURCHASE 147700 147600 147600 5.5 765357 PURCHASE 344000 344000 344000 5.375 765358 PURCHASE 174150 174150 174150 6.75 765359 CASH OUT 250000 250000 250000 5.75 765360 CASH OUT 52400 52350.28 52350.28 6.25 765361 PURCHASE 148400 148400 148400 6 765362 PURCHASE 82800 82775.42 82775.42 7.125 765363 PURCHASE 392000 392000 392000 5.75 765364 PURCHASE 196000 195411.7 195411.7 6 765365 PURCHASE 178300 178300 178300 6.25 765366 PURCHASE 348000 348000 348000 6.5 765367 PURCHASE 141700 141264.46 141264.46 5.875 765368 PURCHASE 176000 176000 176000 6 765369 CASH OUT 62010 62010 62010 5.625 765370 PURCHASE 79100 79100 79100 5.625 765371 REFINANCE 151100 151100 151100 6.5 765372 PURCHASE 213750 213750 213750 7.375 765373 PURCHASE 137600 137600 137600 5.75 765374 PURCHASE 162300 162300 162300 5.75 765375 PURCHASE 166650 166650 166650 5.875 765376 PURCHASE 171350 171350 171350 5.875 765377 PURCHASE 132000 132000 132000 5.75 765378 PURCHASE 100000 99795.58 99795.58 5.875 765379 PURCHASE 135200 135200 135200 5.75 765380 PURCHASE 184000 183188.85 183188.85 5.5 765381 PURCHASE 121200 121200 121200 5.75 765382 PURCHASE 143920 143618.76 143618.76 5.75 765383 PURCHASE 108400 108400 108400 5.875 765384 PURCHASE 153600 153600 153600 5.75 765340 CASH OUT 208000 207975.94 207975.94 6 765341 PURCHASE 274400 274400 274400 6.625 765342 PURCHASE 144400 144400 144400 6 765343 CASH OUT 400000 398152.24 398152.24 5.75 765344 PURCHASE 359650 358595.94 358595.94 6.125 765345 PURCHASE 148000 148000 148000 5.875 765346 REFINANCE 455000 455000 455000 5.875 765347 CASH OUT 359600 359600 359600 6.375 765348 PURCHASE 197600 197600 197600 5.75 765349 CASH OUT 240000 239783.03 239783.03 6.5 765350 CASH OUT 200000 200000 200000 6.625 765351 PURCHASE 261000 261000 261000 7.5 765352 CASH OUT 184000 183999.52 183999.52 5.75 765353 PURCHASE 484800 484800 484800 5.875 765354 PURCHASE 220000 220000 220000 5.875 765385 REFINANCE 173600 173600 173600 5.875 765386 CASH OUT 359650 359650 359650 4.75 765387 CASH OUT 315250 315250 315250 4.75 765388 CASH OUT 640000 640000 640000 5.125 765389 CASH OUT 480000 477390 477390 5.25 765390 PURCHASE 260000 260000 260000 6.75 765391 CASH OUT 429000 428819.24 428819.24 5.75 765392 REFINANCE 395800 394844.83 394844.83 5.875 765393 CASH OUT 184300 184300 184300 5.25 765394 CASH OUT 418500 418408.45 418408.45 5.25 765395 PURCHASE 332000 332000 332000 5.75 765396 CASH OUT 558400 549400 549400 6.625 765397 CASH OUT 305000 305000 305000 5.625 765398 CASH OUT 260000 260000 260000 6.25 765399 PURCHASE 163900 163900 163900 5.875 765400 PURCHASE 576000 575900 575900 5.625 765401 REFINANCE 123350 123350 123350 6 765402 REFINANCE 218400 218400 218400 6.5 765403 CASH OUT 412500 411727.47 411727.47 7.375 765404 PURCHASE 224972 223996.98 223996.98 5.5 765405 PURCHASE 134320 134320 134320 5.75 765406 PURCHASE 124720 124705 124705 5.625 765407 PURCHASE 359650 359650 359650 5.875 765408 PURCHASE 122320 122320 122320 6.25 765409 PURCHASE 108050 108050 108050 5.875 765410 PURCHASE 155600 155274.3 155274.3 5.75 765411 CASH OUT 945000 944793.28 944793.28 5.25 765412 CASH OUT 300000 299372.06 299372.06 5.75 765413 CASH OUT 309400 309084.55 309084.55 5.875 765414 CASH OUT 325000 325000 325000 6.125 765415 PURCHASE 140000 140000 140000 7.125 765416 CASH OUT 130000 130000 130000 5.875 765417 PURCHASE 180000 180000 180000 5.875 765418 PURCHASE 191200 191200 191200 5.875 765419 PURCHASE 319200 319060.67 319060.67 6 765420 PURCHASE 153000 153000 153000 6.5 765421 PURCHASE 232500 231834.71 231834.71 6.25 765422 PURCHASE 359650 359650 359650 6 765423 CASH OUT 364000 363999.58 363999.58 6.625 765424 PURCHASE 116800 116800 116800 6.375 765425 CASH OUT 410500 409465.46 409465.46 6.375 765426 PURCHASE 209900 209900 209900 6 765427 CASH OUT 184000 183407.1 183407.1 5.625 765428 CASH OUT 300000 300000 300000 5.625 765429 REFINANCE 180000 180000 180000 6 765430 PURCHASE 546000 189281.33 189281.33 6.125 765431 PURCHASE 136800 136790 136790 6.5 765432 REFINANCE 321000 321000 321000 5.375 765433 CASH OUT 330000 330000 330000 5.75 765434 PURCHASE 195190 195190 195190 5.75 765435 CASH OUT 165000 165000 165000 5.75 765436 PURCHASE 311000 309997.88 309997.88 5.625 765437 REFINANCE 251000 251000 251000 5.875 765438 CASH OUT 550800 550800 550800 5.875 765439 PURCHASE 174400 174400 174400 5.75 765440 CASH OUT 194400 194400 194400 6 765441 CASH OUT 341000 341000 341000 5.875 765442 PURCHASE 400000 400000 400000 5.25 765443 REFINANCE 172000 172000 172000 6.375 765444 CASH OUT 329650 329650 329650 5.875 765445 PURCHASE 110600 110280.7 110280.7 5.875 765446 PURCHASE 118000 118000 118000 5.625 765447 PURCHASE 68000 67857.66 67857.66 5.75 765448 PURCHASE 236000 236000 236000 5.25 765449 PURCHASE 104870 104870 104870 6 765450 CASH OUT 324000 324000 324000 6.375 765451 PURCHASE 222400 222400 222400 6.25 765452 CASH OUT 180000 180000 180000 6.625 765453 PURCHASE 260000 260000 260000 6 765454 PURCHASE 319200 318957.11 318957.11 7.375 765455 PURCHASE 108800 108800 108800 5.625 765456 PURCHASE 125600 125600 125600 6 766798 PURCHASE 295750 295750 295750 6.5 766799 PURCHASE 128000 127881.45 127881.45 6.375 766800 PURCHASE 172100 172100 172100 5.625 766801 PURCHASE 125600 125600 125600 5.375 766802 PURCHASE 263200 263199 263199 5.5 766803 PURCHASE 258320 258320 258320 5.625 766804 PURCHASE 145520 145520 145520 5.375 766805 PURCHASE 198400 198400 198400 5.25 766806 PURCHASE 112800 112546.63 112546.63 5.375 766807 PURCHASE 224000 224000 224000 5.875 766808 PURCHASE 151900 151611.01 151611.01 6.25 766809 PURCHASE 156350 156350 156350 6.25 766810 PURCHASE 255200 255200 255200 6 766811 PURCHASE 250750 250750 250750 5.25 766812 PURCHASE 135000 135000 135000 6.125 766813 PURCHASE 96000 95820 95820 6.5 766814 PURCHASE 304000 304000 304000 5.75 766815 PURCHASE 157950 157683.84 157683.84 6.875 766816 PURCHASE 100800 100800 100800 5.625 766817 PURCHASE 202050 202050 202050 7 766818 PURCHASE 201600 200873.7 200873.7 5.25 766819 PURCHASE 156750 156750 156750 5.375 766820 PURCHASE 227200 227200 227200 5.125 766821 PURCHASE 146400 146400 146400 6.75 766822 PURCHASE 92885 92885 92885 6.125 766823 PURCHASE 117200 117200 117200 5.75 766824 PURCHASE 147920 147920 147920 5.875 766825 REFINANCE 91500 89995.63 89995.63 6.5 766826 PURCHASE 180000 179433.5 179433.5 5.75 766827 PURCHASE 136640 136640 136640 6.25 766828 PURCHASE 130800 130800 130800 5.875 766829 PURCHASE 141600 141600 141600 5.125 766830 PURCHASE 138450 138450 138450 6.625 766831 PURCHASE 135750 135750 135750 5.25 766832 PURCHASE 80600 80600 80600 6.375 766833 PURCHASE 264000 263458.02 263458.02 6.75 766834 PURCHASE 208000 208000 208000 6.5 766835 PURCHASE 205880 205879.11 205879.11 5.125 766836 PURCHASE 147200 147027.19 147027.19 5.125 766837 PURCHASE 231900 231900 231900 4.875 766838 REFINANCE 184500 184500 184500 6 766839 PURCHASE 390000 390000 390000 5.75 766840 PURCHASE 309150 309150 309150 5.5 766841 REFINANCE 259200 259200 259200 5.125 766842 PURCHASE 255900 255900 255900 6 766843 PURCHASE 171000 171000 171000 5.375 766844 PURCHASE 120000 120000 120000 5.875 766845 REFINANCE 260000 260000 260000 6.125 766846 PURCHASE 188400 188400 188400 5.375 766847 CASH OUT 350000 350000 350000 6.5 766848 PURCHASE 225000 222750 222750 5.5 766849 PURCHASE 320000 319872.01 319872.01 6 766850 REFINANCE 385000 385000 385000 5.875 766851 REFINANCE 121550 121158.34 121158.34 5.625 766852 CASH OUT 112000 112000 112000 5.625 766853 PURCHASE 187200 187200 187200 6 766854 PURCHASE 230000 230000 230000 5.75 766855 PURCHASE 100000 100000 100000 5.75 766856 CASH OUT 253800 253800 253800 7 766857 PURCHASE 293600 293285.66 293285.66 5.5 766858 PURCHASE 230000 230000 230000 5.875 766859 PURCHASE 292560 292560 292560 5.125 766860 PURCHASE 129000 128594.01 128594.01 5.75 766861 PURCHASE 80752 80669.67 80669.67 5.875 766862 PURCHASE 122147 121939.41 121939.41 6 766863 PURCHASE 332000 318000 318000 6.75 766864 PURCHASE 139950 139677.26 139677.26 6.125 766865 PURCHASE 139500 139500 139500 5.5 766866 CASH OUT 135000 134892.04 134892.04 7.125 766867 PURCHASE 214400 214400 214400 5.75 766868 PURCHASE 108800 108800 108800 5.75 766869 REFINANCE 132000 132000 132000 6 766870 PURCHASE 317600 317600 317600 6 766871 PURCHASE 144200 144200 144200 6.875 766872 PURCHASE 342400 342253.78 342253.78 5.125 766873 PURCHASE 448000 448000 448000 5 766874 CASH OUT 228000 226711.06 226711.06 5.375 766875 PURCHASE 236000 235899.83 235899.83 5 766876 PURCHASE 282750 282726.16 282726.16 5 766877 PURCHASE 352000 352000 352000 5.375 766878 CASH OUT 150000 150000 150000 5.25 766879 REFINANCE 308000 308000 308000 6.375 766880 PURCHASE 256000 256000 256000 5.75 766881 PURCHASE 182250 182250 182250 4.875 766882 CASH OUT 169600 169600 169600 5.25 766883 PURCHASE 159200 158904.3 158904.3 6.375 766884 REFINANCE 118500 118118.17 118118.17 5.625 766885 CASH OUT 159000 159000 159000 5.75 766886 CASH OUT 359650 359650 359650 5.375 766887 CASH OUT 406000 406000 406000 5.375 766888 CASH OUT 481000 481000 481000 5.25 766889 PURCHASE 212000 212000 212000 4.875 766890 REFINANCE 244000 244000 244000 5.375 766891 PURCHASE 312216 312216 312216 5.125 766892 PURCHASE 328000 328000 328000 4.75 766893 PURCHASE 272000 272000 272000 5.125 766894 PURCHASE 240000 240000 240000 6 766895 CASH OUT 180000 180000 180000 5.375 766896 CASH OUT 303000 303000 303000 5.25 766897 PURCHASE 292500 292500 292500 5 766898 PURCHASE 328000 327875.84 327875.84 5.375 766899 PURCHASE 373600 373600 373600 5.25 766900 CASH OUT 540000 540000 540000 5.875 766901 PURCHASE 279200 279200 279200 5.375 766902 PURCHASE 192880 192791.09 192791.09 5.75 766903 CASH OUT 378000 378000 378000 5.875 766904 PURCHASE 240000 240000 240000 5 766905 PURCHASE 228000 228000 228000 5.25 766906 CASH OUT 400000 398790.97 398790.97 6 766907 PURCHASE 292000 291996.75 291996.75 5.875 766908 PURCHASE 294400 294400 294400 5.25 766909 PURCHASE 293600 293600 293600 5.375 766910 PURCHASE 320000 320000 320000 5.875 766911 CASH OUT 332000 331317.12 331317.12 6 766912 CASH OUT 359650 358433.07 358433.07 5.375 766913 REFINANCE 341600 341550 341550 5.75 766914 PURCHASE 314400 314400 314400 6 766915 CASH OUT 290000 289933.54 289933.54 5.5 766916 PURCHASE 359650 359650 359650 5.375 766917 PURCHASE 260000 260000 260000 5.375 766918 CASH OUT 172000 171980 171980 5.125 766919 PURCHASE 201368 201368 201368 6 766920 REFINANCE 154000 154000 154000 5.375 766921 PURCHASE 79650 79650 79650 5.25 766922 REFINANCE 145000 145000 145000 6.25 766923 PURCHASE 220350 220350 220350 5.625 766924 PURCHASE 260000 259951.36 259951.36 5.25 766925 PURCHASE 135000 134682.08 134682.08 5.375 766926 PURCHASE 164350 164350 164350 5.375 766927 PURCHASE 163600 163600 163600 5.25 766928 PURCHASE 78000 77929.49 77929.49 6.5 766929 CASH OUT 320000 320000 320000 6 766930 PURCHASE 71600 71600 71600 6.125 766931 REFINANCE 130800 130603.69 130603.69 5.5 766932 PURCHASE 197600 197600 197600 7 766933 CASH OUT 100000 100000 100000 5.375 766934 CASH OUT 255000 254974.44 254974.44 5.25 766935 PURCHASE 230900 230900 230900 5.625 766936 PURCHASE 245650 245649.33 245649.33 6.125 766937 CASH OUT 350000 350000 350000 5.75 766938 REFINANCE 206000 206000 206000 5.375 766939 PURCHASE 297000 297000 297000 6.125 766940 PURCHASE 127200 127200 127200 6.25 766941 REFINANCE 416000 416000 416000 4.875 766942 CASH OUT 396000 396000 396000 6.5 766943 REFINANCE 121000 120308.97 120308.97 6.5 766944 CASH OUT 230000 230000 230000 5.375 766945 CASH OUT 359650 357471.22 357471.22 5 766946 CASH OUT 237250 237191.92 237191.92 5.875 766947 PURCHASE 492000 492000 492000 5.5 766948 CASH OUT 282000 282000 282000 5.5 766949 CASH OUT 335000 335000 335000 5 766950 PURCHASE 263250 263250 263250 5 766951 CASH OUT 250000 249947.92 249947.92 5 766952 CASH OUT 312000 312000 312000 5.25 766953 PURCHASE 328000 328000 328000 5.25 766954 PURCHASE 244800 244745.17 244745.17 5.375 766955 REFINANCE 274500 274480.3 274480.3 5.125 766956 PURCHASE 345000 345000 345000 5.625 766957 PURCHASE 162000 160500 160500 5.125 766958 PURCHASE 296800 296800 296800 5.125 766959 REFINANCE 185200 185199.48 185199.48 5.5 766960 CASH OUT 185000 184379.75 184379.75 6.625 766961 PURCHASE 249000 249000 249000 5.375 766962 PURCHASE 329600 329600 329600 5.5 766963 PURCHASE 244000 244000 244000 5.375 766964 PURCHASE 312000 311651.09 311651.09 6.25 766965 PURCHASE 164200 164200 164200 5.5 766966 PURCHASE 343350 343350 343350 5.375 766967 REFINANCE 155500 155500 155500 5.375 766968 PURCHASE 272800 272800 272800 5.25 766969 PURCHASE 203920 203764.79 203764.79 5.375 766970 PURCHASE 300000 299918.75 299918.75 6.5 766971 REFINANCE 250000 250000 250000 6.25 766972 CASH OUT 234650 234650 234650 5.5 766973 REFINANCE 289600 289600 289600 5.5 766974 PURCHASE 273000 273000 273000 5.625 766975 PURCHASE 339900 339900 339900 5.625 766976 PURCHASE 220000 220000 220000 5.5 766977 PURCHASE 254950 254950 254950 5.25 766978 PURCHASE 175600 175600 175600 6 766979 PURCHASE 316000 315322.76 315322.76 5.625 766980 PURCHASE 189200 189200 189200 5.625 766981 PURCHASE 314800 314800 314800 5.875 766982 PURCHASE 118400 118400 118400 6.625 766983 PURCHASE 190800 190800 190800 5.875 766984 PURCHASE 219600 219600 219600 6 766985 PURCHASE 359650 359650 359650 5 766986 PURCHASE 298100 298100 298100 6.375 766987 PURCHASE 151400 151400 151400 5.25 766988 PURCHASE 229600 229600 229600 6.25 766989 PURCHASE 169600 169561.13 169561.13 5.5 766990 PURCHASE 207900 207900 207900 5.5 766991 PURCHASE 95200 95200 95200 5.375 766992 CASH OUT 141000 141000 141000 6.875 766993 PURCHASE 128000 128000 128000 5.875 766994 CASH OUT 105600 105600 105600 5.5 766995 PURCHASE 253649 253649 253649 5.375 766996 PURCHASE 248000 248000 248000 5.5 766997 CASH OUT 75500 75500 75500 5.75 766998 PURCHASE 204000 204000 204000 7 766999 PURCHASE 200000 200000 200000 5.75 767000 PURCHASE 129016 128874.78 128874.78 5.5 767001 PURCHASE 92000 92000 92000 6.375 767002 REFINANCE 88400 88027.15 88027.15 5.5 767003 REFINANCE 135000 135000 135000 5.375 767004 REFINANCE 135000 135000 135000 5.375 767005 REFINANCE 75050 74929.99 74929.99 5.25 767006 REFINANCE 124000 123995.07 123995.07 5.375 767007 PURCHASE 115200 115200 115200 5.625 767008 PURCHASE 246400 246400 246400 5.25 767009 PURCHASE 141200 141200 141200 5.125 767010 PURCHASE 84000 84000 84000 5.875 767011 PURCHASE 200000 200000 200000 5.875 767012 CASH OUT 198250 198250 198250 5.625 767013 REFINANCE 220000 220000 220000 6 767014 PURCHASE 264000 264000 264000 5.25 767015 PURCHASE 236000 236000 236000 5.875 767016 PURCHASE 246450 246450 246450 6.25 767017 REFINANCE 220000 220000 220000 7 767018 PURCHASE 161600 161600 161600 6.5 767019 PURCHASE 214400 214400 214400 5.75 767020 PURCHASE 236100 236100 236100 5.25 767021 REFINANCE 236000 236000 236000 5.375 767022 PURCHASE 176000 176000 176000 6.25 767023 CASH OUT 317850 317850 317850 5.5 767024 CASH OUT 317850 317850 317850 5.5 767025 PURCHASE 184000 184000 184000 6.5 767026 PURCHASE 56400 56400 56400 6.5 767027 PURCHASE 135000 134899.81 134899.81 7.5 767028 PURCHASE 336000 336000 336000 6.875 767029 PURCHASE 197600 197600 197600 5.5 767030 PURCHASE 191900 191900 191900 5.375 767031 PURCHASE 104850 104850 104850 6.375 767032 PURCHASE 256800 256800 256800 5.625 767033 PURCHASE 175200 175200 175200 6.75 767034 PURCHASE 206400 206400 206400 6.375 767035 PURCHASE 130000 128783.77 128783.77 5.75 767036 PURCHASE 130000 128784.23 128784.23 5.75 767037 PURCHASE 264800 264800 264800 5.875 767038 PURCHASE 184000 183812.4 183812.4 5.875 767039 PURCHASE 280000 280000 280000 6.25 767040 PURCHASE 163976 163976 163976 6.75 767041 PURCHASE 158208 158208 158208 7.125 767042 PURCHASE 147496 147496 147496 7.125 767043 PURCHASE 160000 160000 160000 6.25 767044 PURCHASE 329600 329600 329600 6.75 767045 CASH OUT 170000 170000 170000 6.5 767046 PURCHASE 296570 296570 296570 6.25 767047 PURCHASE 233185 232597.08 232597.08 4.75 767048 PURCHASE 221000 219835.18 219835.18 5.75 767049 PURCHASE 201250 201250 201250 5.5 767050 CASH OUT 250000 250000 250000 5.25 767051 PURCHASE 524000 222528.56 222528.56 5.875 767052 PURCHASE 113600 113600 113600 5 767053 PURCHASE 167100 167100 167100 5.5 767054 PURCHASE 236000 236000 236000 5.625 767055 PURCHASE 224000 223012.5 223012.5 5.5 767056 PURCHASE 167100 167100 167100 5.5 767057 CASH OUT 168000 168000 168000 5.625 767058 REFINANCE 111500 111123.5 111123.5 5.375 767059 PURCHASE 187600 187587.46 187587.46 5.375 767060 PURCHASE 264108 264108 264108 5.5 767061 PURCHASE 88720 88720 88720 5.875 767062 PURCHASE 196000 196000 196000 5.5 767063 PURCHASE 139968 139968 139968 5.625 767064 PURCHASE 276350 276350 276350 6.25 767065 PURCHASE 281475 281475 281475 5.875 767066 PURCHASE 288000 287995.31 287995.31 5.625 767067 CASH OUT 525000 522791.66 522791.66 5.75 767068 CASH OUT 249600 249600 249600 5.875 767069 CASH OUT 114000 114000 114000 5.875 767070 PURCHASE 134150 133649.03 133649.03 6.375 767071 PURCHASE 149200 149200 149200 5.875 767072 CASH OUT 141600 141600 141600 6.375 767073 PURCHASE 409500 409500 409500 6.5 767074 PURCHASE 330280 330280 330280 5.125 767075 PURCHASE 233520 233520 233520 6.125 767076 PURCHASE 327200 327200 327200 5.875 767077 PURCHASE 240000 240000 240000 5.75 767078 PURCHASE 271920 271123.1 271123.1 6.125 767079 PURCHASE 177650 177650 177650 5.625 767080 CASH OUT 190000 190000 190000 5.875 767081 CASH OUT 255000 255000 255000 6.5 767082 REFINANCE 213000 213000 213000 5.375 767083 PURCHASE 135200 135200 135200 5.875 767084 CASH OUT 244000 244000 244000 5.375 767085 PURCHASE 162000 161691.78 161691.78 6.25 767086 PURCHASE 87920 87920 87920 7 767087 PURCHASE 186300 185850.39 185850.39 7.125 767088 REFINANCE 325500 325500 325500 5.375 767089 REFINANCE 300000 300000 300000 5.75 767090 CASH OUT 158000 157525.76 157525.76 6 767091 PURCHASE 164000 163430.42 163430.42 6.75 767092 PURCHASE 130400 130400 130400 6.25 767093 PURCHASE 198500 198500 198500 5.5 767094 PURCHASE 199920 199898.37 199898.37 5.25 767095 PURCHASE 348000 346791.37 346791.37 6.75 767096 CASH OUT 250000 250000 250000 6 767097 CASH OUT 110000 109685.25 109685.25 6.25 767098 PURCHASE 121500 121500 121500 5.125 767099 PURCHASE 142600 142600 142600 6 767100 PURCHASE 142300 142298.92 142298.92 6 767101 CASH OUT 150000 149581.02 149581.02 6.375 767102 PURCHASE 152800 152330.34 152330.34 5.875 767103 CASH OUT 162500 162500 162500 5.875 767104 CASH OUT 32000 31416.59 31416.59 5.875 767105 CASH OUT 260000 260000 260000 5.75 767106 PURCHASE 108000 108000 108000 5.625 767107 PURCHASE 172230 171675.05 171675.05 5.625 767108 PURCHASE 221200 221200 221200 5.5 767109 REFINANCE 324000 323596.04 323596.04 5.625 767110 PURCHASE 359600 359600 359600 5.125 767111 PURCHASE 252000 251188.01 251188.01 5.625 767112 PURCHASE 286300 286300 286300 5.375 767113 CASH OUT 187500 187500 187500 5.375 767114 PURCHASE 324900 324568.75 324568.75 5.875 767115 CASH OUT 48000 47719.78 47719.78 6.5 767116 CASH OUT 308000 308000 308000 5.375 767117 CASH OUT 268000 268000 268000 6 767118 PURCHASE 300000 300000 300000 5.125 767119 PURCHASE 332000 332000 332000 5.875 767120 REFINANCE 209500 209500 209500 5.5 767121 PURCHASE 168350 168350 168350 5.875 767122 REFINANCE 158400 158400 158400 5.625 767123 PURCHASE 270750 270750 270750 5.375 767124 CASH OUT 135200 135200 135200 6.5 767125 PURCHASE 141300 141300 141300 6.5 767126 PURCHASE 264000 264000 264000 5.375 767127 PURCHASE 106400 106385 106385 7.125 767128 PURCHASE 123920 123920 123920 5.5 767129 PURCHASE 86400 86400 86400 5.875 767130 PURCHASE 148080 148080 148080 5.875 767131 CASH OUT 227200 226700.94 226700.94 5.875 767132 CASH OUT 273600 273600 273600 6 767133 PURCHASE 115000 115000 115000 5.625 767134 PURCHASE 359000 359000 359000 7 767135 PURCHASE 96800 96611.34 96611.34 6.125 767136 PURCHASE 245750 245210.77 245210.77 5.5 767137 CASH OUT 80000 79922.24 79922.24 6.125 767138 CASH OUT 140000 140000 140000 6.375 767139 CASH OUT 333600 333600 333600 6.125 767140 PURCHASE 300000 300000 300000 7.125 767141 PURCHASE 268000 267452.19 267452.19 5.875 767142 PURCHASE 180000 179587.44 179587.44 5.375 767143 PURCHASE 226160 226160 226160 5.25 767144 PURCHASE 131600 131600 131600 5.625 767145 REFINANCE 319650 319650 319650 5.75 767146 PURCHASE 252000 251472.54 251472.54 5.75 767147 PURCHASE 324000 324000 324000 6 767148 PURCHASE 132000 132000 132000 6.25 767149 PURCHASE 180000 180000 180000 6.375 767150 PURCHASE 145050 145050 145050 7.25 767151 PURCHASE 183625 183625 183625 7.25 767152 PURCHASE 130400 130400 130400 7.25 767153 PURCHASE 138600 138600 138600 7.125 764005 PURCHASE 560000 555000 555000 5.125 764006 PURCHASE 370320 370000.05 370000.05 5.125 764007 PURCHASE 976800 976800 976800 5 764008 PURCHASE 439920 438884.82 438884.82 5.125 764009 PURCHASE 784000 784000 784000 5.125 764010 PURCHASE 3000000 3000000 3000000 5.125 764011 PURCHASE 319620 319620 319620 5.125 764012 PURCHASE 703500 701844.59 701844.59 5.125 764013 PURCHASE 296000 296000 296000 3.875 764014 PURCHASE 727000 727000 727000 4.625 764015 CASH OUT 1060000 1056250.6 1056250.6 5.125 764016 PURCHASE 244792 244792 244792 5.125 764017 PURCHASE 880000 880000 880000 5.125 764018 PURCHASE 476000 476000 476000 5.125 764019 PURCHASE 400000 400000 400000 5.125 764020 PURCHASE 180000 180000 180000 5 764021 PURCHASE 956250 955131.74 955131.74 5.125 764022 PURCHASE 900000 900000 900000 5.125 764023 PURCHASE 639960 639960 639960 5.125 764024 PURCHASE 144000 144000 144000 5.125 764025 CASH OUT 250000 250000 250000 5 764026 PURCHASE 418800 418800 418800 5.125 764027 PURCHASE 277600 277600 277600 4.875 764028 PURCHASE 800000 799000 799000 5.125 764029 PURCHASE 466000 466000 466000 5 764030 CASH OUT 1330000 1330000 1330000 5 764031 PURCHASE 1491875 1491875 1491875 5.125 764032 PURCHASE 460000 460000 460000 5.125 764033 PURCHASE 359650 359650 359650 5.125 764034 PURCHASE 420000 418916.64 418916.64 4.625 764035 PURCHASE 960000 960000 960000 5.125 764036 PURCHASE 496000 496000 496000 5 764037 PURCHASE 500000 498710.28 498710.28 4.625 764038 PURCHASE 353520 353520 353520 4.25 764039 PURCHASE 564000 562518.65 562518.65 5.125 764040 PURCHASE 1400000 1400000 1400000 5.125 764041 REFINANCE 678000 678000 678000 5.125 764042 PURCHASE 411600 411600 411600 5 764043 REFINANCE 565000 565000 565000 4.5 764044 PURCHASE 760000 758211.65 758211.65 5.125 764045 PURCHASE 193600 193600 193600 5 764046 PURCHASE 263960 262460 262460 4.75 764047 PURCHASE 753600 753600 753600 5.125 764048 REFINANCE 480000 478429.57 478429.57 5.125 764049 REFINANCE 489000 489000 489000 5.125 764050 PURCHASE 500000 500000 500000 5.125 764051 CASH OUT 927500 927500 927500 5 764052 PURCHASE 650000 650000 650000 5.125 764053 PURCHASE 750000 750000 750000 5.125 764054 PURCHASE 500000 499154.17 499154.17 5 764055 PURCHASE 484000 483479.25 483479.25 4.875 764056 PURCHASE 685000 681854.17 681854.17 5 764057 CASH OUT 1000000 1000000 1000000 5.125 764058 PURCHASE 507550 506355.7 506355.7 5.125 764059 REFINANCE 1600000 1600000 1600000 5.125 764060 CASH OUT 973000 971250 971250 5.125 764061 REFINANCE 512000 512000 512000 5.125 764062 PURCHASE 450000 448839.26 448839.26 4.625 764063 PURCHASE 449762 449762 449762 5.125 764064 PURCHASE 492400 492400 492400 4.875 764065 PURCHASE 447750 447750 447750 4.875 764066 REFINANCE 1373000 1373000 1373000 5 764067 CASH OUT 500000 500000 500000 4 764068 CASH OUT 443000 442250 442250 5.125 764069 PURCHASE 675000 673411.66 673411.66 5.125 764070 PURCHASE 450000 448941.11 448941.11 5.125 764071 CASH OUT 660000 660000 660000 5 764072 REFINANCE 616000 609300 609300 5.125 764073 PURCHASE 880000 880000 880000 4.75 764074 PURCHASE 640000 640000 640000 5.125 764075 PURCHASE 712800 712800 712800 5.125 764076 PURCHASE 988000 985675.15 985675.15 5.125 764077 PURCHASE 500000 500000 500000 5.125 764078 PURCHASE 1440000 1440000 1440000 5 764079 PURCHASE 402400 401453.11 401453.11 5.125 764080 REFINANCE 610000 610000 610000 5 764081 PURCHASE 880000 878966.84 878966.84 5.125 764082 CASH OUT 450000 449459.3 449459.3 5 764083 CASH OUT 1000000 1000000 1000000 5 764084 PURCHASE 364000 364000 364000 5 764085 PURCHASE 280000 279655.72 279655.72 4.875 764086 PURCHASE 280059 280059 280059 4.25 764087 PURCHASE 590000 590000 590000 5.125 764088 REFINANCE 796500 760000 760000 5 764089 PURCHASE 1000000 998825.96 998825.96 5.125 764090 PURCHASE 1465500 1300000 1300000 5.125 764091 PURCHASE 599200 599123.12 599123.12 5.125 764092 REFINANCE 664000 664000 664000 5.125 764093 PURCHASE 470000 470000 470000 5.125 764094 PURCHASE 675000 675000 675000 4.875 764095 PURCHASE 432800 432800 432800 5.125 764096 CASH OUT 1000000 1000000 1000000 5.125 764097 REFINANCE 847300 847300 847300 5.125 764098 CASH OUT 639500 639500 639500 4.875 764099 REFINANCE 385000 385000 385000 4.875 764100 PURCHASE 1185663 1185663 1185663 5.125 764101 CASH OUT 363000 363000 363000 5.125 764102 PURCHASE 392000 391847.76 391847.76 5.125 764103 PURCHASE 680000 680000 680000 5.125 764104 PURCHASE 1106000 1098017.7 1098017.7 5 764105 PURCHASE 508000 508000 508000 5.125 764106 CASH OUT 1550000 1550000 1550000 5.125 764107 PURCHASE 103920 103920 103920 4.875 764108 PURCHASE 307550 307550 307550 5.125 764109 REFINANCE 2000000 2000000 2000000 5.125 764110 REFINANCE 800000 794999.67 794999.67 5.125 764111 REFINANCE 1500000 1500000 1500000 5.125 764112 PURCHASE 1000000 1000000 1000000 5.125 764113 REFINANCE 1000000 999970.83 999970.83 5.125 764114 PURCHASE 1000000 1000000 1000000 5.125 764115 REFINANCE 1407000 1397000 1397000 5.125 764116 PURCHASE 700000 699158.92 699158.92 5 764117 CASH OUT 1000000 1000000 1000000 5.125 764118 PURCHASE 300000 300000 300000 5.125 764119 PURCHASE 135920 135920 135920 5.125 764120 PURCHASE 209200 209200 209200 5.125 764121 REFINANCE 684000 683921.25 683921.25 5.125 764122 PURCHASE 650000 650000 650000 5.125 764123 PURCHASE 479200 479200 479200 5.125 764124 PURCHASE 600000 599245.12 599245.12 4.75 764125 REFINANCE 490000 489541.67 489541.67 5 764126 PURCHASE 775000 773176.37 773176.37 5.125 764127 PURCHASE 1100000 1100000 1100000 4.875 764128 PURCHASE 415200 414711.94 414711.94 5.125 764129 PURCHASE 1000000 999166.67 999166.67 5 764130 PURCHASE 680000 680000 680000 5.125 764131 PURCHASE 1000000 1000000 1000000 5.125 764132 PURCHASE 559200 559200 559200 5.125 764133 REFINANCE 940200 940148.38 940148.38 5.125 764134 PURCHASE 750000 748235.18 748235.18 5.125 764135 PURCHASE 876000 874947.44 874947.44 5 764136 PURCHASE 1725500 1725500 1725500 5.125 764137 CASH OUT 1000000 1000000 1000000 5 764138 REFINANCE 748000 748000 748000 5.125 764139 REFINANCE 650000 643096.31 643096.31 5 764140 PURCHASE 401248 401248 401248 5.125 764141 PURCHASE 1000000 997646.91 997646.91 5.125 764142 PURCHASE 450000 448891.13 448891.13 4.875 764143 PURCHASE 370000 369565.6 369565.6 5.125 764144 PURCHASE 716000 715119.61 715119.61 4.875 764145 PURCHASE 619060 616870.25 616870.25 5.125 764146 PURCHASE 944000 941726.74 941726.74 5 764147 PURCHASE 752500 752500 752500 5.125 764148 PURCHASE 1000000 1000000 1000000 5 764149 PURCHASE 525000 525000 525000 5 764150 PURCHASE 1750000 1746635.62 1746635.62 5 764151 PURCHASE 450000 450000 450000 5.125 764152 PURCHASE 700000 700000 700000 5 764153 PURCHASE 1312500 1311000 1311000 5.125 764154 PURCHASE 520000 518776.38 518776.38 5.125 764155 PURCHASE 890000 890000 890000 5.125 764156 PURCHASE 534400 532420.71 532420.71 4.875 764157 PURCHASE 189520 189520 189520 4.75 764158 PURCHASE 156800 156800 156800 5.125 764159 PURCHASE 1158750 1158750 1158750 5 764160 PURCHASE 460000 460000 460000 4.75 764161 PURCHASE 662715 662715 662715 5 764162 PURCHASE 500000 499399.22 499399.22 5 764163 PURCHASE 788000 788000 788000 5.125 764164 PURCHASE 728000 725303.65 725303.65 4.875 764165 PURCHASE 570000 568627.37 568627.37 5 764166 PURCHASE 419200 418190.52 418190.52 5 764167 PURCHASE 600000 599871.87 599871.87 5.125 764168 PURCHASE 616000 615259.84 615259.84 5 764169 PURCHASE 420000 420000 420000 5 764170 PURCHASE 412982 412010.21 412010.21 5.125 764171 PURCHASE 540000 539800 539800 4.875 764172 PURCHASE 647000 647000 647000 5.125 764173 PURCHASE 440000 438964.63 438964.63 5.125 764174 PURCHASE 445000 443452.87 443452.87 5.125 764175 PURCHASE 255780 255780 255780 4.875 764176 PURCHASE 650000 648470.48 648470.48 5.125 764177 PURCHASE 360000 358557.35 358557.35 4.875 764178 PURCHASE 450000 449459.3 449459.3 5 764179 PURCHASE 550000 550000 550000 5.125 764180 PURCHASE 1000000 995000 995000 5 764181 PURCHASE 500000 498017.29 498017.29 4.5 764182 PURCHASE 360000 350817.27 350817.27 5 764183 PURCHASE 488000 486851.69 486851.69 5.125 764184 PURCHASE 412000 412000 412000 5 764185 PURCHASE 450000 449459.3 449459.3 5 764186 PURCHASE 402000 401054.05 401054.05 5.125 764187 PURCHASE 500000 498795.94 498795.94 5 764188 PURCHASE 1000000 997535.82 997535.82 4.875 764189 PURCHASE 400000 380000 380000 5 764190 PURCHASE 468000 467424.55 467424.55 4.875 764191 PURCHASE 414400 413913.47 413913.47 5.125 764192 PURCHASE 485000 484417.24 484417.24 5 764193 PURCHASE 488000 488000 488000 5.125 764194 PURCHASE 720000 719154.69 719154.69 5.125 764195 PURCHASE 1391250 1391250 1391250 4.875 764196 PURCHASE 527904 526661.79 526661.79 5.125 764197 PURCHASE 476000 476000 476000 5.125 764198 PURCHASE 435000 433903.24 433903.24 4.75 764199 PURCHASE 817103 817103 817103 5.125 764200 PURCHASE 653000 647571.25 647571.25 5.125 764201 CASH OUT 860000 859933.23 859933.23 4 764202 PURCHASE 743750 743237.01 743237.01 4.75 764203 PURCHASE 450000 450000 450000 5 764204 PURCHASE 1484050 1482266.83 1482266.83 5 764205 PURCHASE 525000 523548.22 523548.22 5 764206 PURCHASE 640000 640000 640000 5.125 764207 PURCHASE 540000 539267.57 539267.57 4.625 764208 PURCHASE 515000 513759.81 513759.81 5 764209 PURCHASE 450000 450000 450000 5.125 764210 PURCHASE 408127 406916.64 406916.64 5.125 764211 PURCHASE 535000 533711.66 533711.66 5 764212 REFINANCE 980000 980000 980000 5 764213 REFINANCE 382000 381854.44 381854.44 5.125 764214 PURCHASE 335000 334900.01 334900.01 5.125 764215 PURCHASE 725000 723129.9 723129.9 4.625 764216 PURCHASE 475000 473856.14 473856.14 5 764217 PURCHASE 999200 914200 914200 4.75 764218 PURCHASE 480000 479409.8 479409.8 4.875 764219 PURCHASE 410000 409012.67 409012.67 5 764220 PURCHASE 527625 527625 527625 5.125 764221 PURCHASE 650000 650000 650000 5.125 764222 PURCHASE 210300 210265.83 210265.83 4.875 764223 PURCHASE 572000 571296.67 571296.67 4.875 764224 PURCHASE 1000000 1000000 1000000 4.875 764225 CASH OUT 430000 429495.16 429495.16 5.125 764226 PURCHASE 1300000 1300000 1300000 4.5 764227 PURCHASE 450000 450000 450000 4.75 764228 PURCHASE 496000 494805.57 494805.57 5 764229 PURCHASE 400000 399058.76 399058.76 5.125 764230 PURCHASE 743200 743200 743200 5 764231 PURCHASE 650000 648398.29 648398.29 4.875 764232 PURCHASE 392000 391056 391056 5 764233 PURCHASE 355000 355000 355000 5.125 764234 PURCHASE 510000 508771.85 508771.85 5 764235 PURCHASE 550000 549354.28 549354.28 5.125 764236 PURCHASE 500000 498795.94 498795.94 5 764237 PURCHASE 600000 600000 600000 5.125 764238 PURCHASE 480000 478800 478800 5 764239 PURCHASE 508000 508000 508000 5 764240 PURCHASE 500000 498516.89 498516.89 4.875 764241 PURCHASE 689000 688992.6 688992.6 5.125 764242 PURCHASE 148800 148600 148600 5.125 764243 PURCHASE 650000 650000 650000 5.125 764244 PURCHASE 657500 657500 657500 5.125 764245 PURCHASE 475920 475361.24 475361.24 5.125 764246 PURCHASE 195900 195839.57 195839.57 4.25 764247 PURCHASE 607200 607200 607200 5 764248 PURCHASE 500000 499399.22 499399.22 5 764249 PURCHASE 536761 536085.68 536085.68 4.75 764250 PURCHASE 599950 599212.31 599212.31 4.875 764251 PURCHASE 431200 431200 431200 5.125 764252 PURCHASE 500000 498739.37 498739.37 4.75 764253 CASH OUT 559000 558792.2 558792.2 5 764254 PURCHASE 570000 570000 570000 5.125 764255 CASH OUT 300000 300000 300000 5.125 764256 PURCHASE 600000 598588.13 598588.13 5.125 764257 PURCHASE 576000 576000 576000 4.5 764258 PURCHASE 449900 449307.55 449307.55 4.5 764259 PURCHASE 512000 511259.5 511259.5 5.125 764260 PURCHASE 648000 647997.5 647997.5 4.625 764261 PURCHASE 1500000 1500000 1500000 5 764262 PURCHASE 500000 500000 500000 5 764263 PURCHASE 502500 501910.04 501910.04 5.125 764264 PURCHASE 600000 600000 600000 5 764265 PURCHASE 637000 635239.35 635239.35 5.125 764266 PURCHASE 450000 449903.91 449903.91 5.125 764267 PURCHASE 488000 487427.07 487427.07 5.125 764268 PURCHASE 325000 324981.45 324981.45 5.125 764269 PURCHASE 999999 999165.66 999165.66 5 764270 PURCHASE 1500000 1500000 1500000 4.875 764271 CASH OUT 600000 599962.5 599962.5 5.125 764272 PURCHASE 431920 431412.91 431412.91 5.125 764273 PURCHASE 447345 447345 447345 5.125 764274 PURCHASE 349000 347978.86 347978.86 5.125 764275 PURCHASE 570400 570400 570400 4.75 764276 PURCHASE 263200 263200 263200 5 764277 PURCHASE 440000 438964.63 438964.63 5.125 764278 PURCHASE 504000 504000 504000 4.75 764279 REFINANCE 910000 909972.86 909972.86 5.125 764280 PURCHASE 390000 388781.01 388781.01 5.125 764281 PURCHASE 347920 347920 347920 5.125 764282 PURCHASE 748000 746198.73 746198.73 5 764283 PURCHASE 487000 486387.28 486387.28 4.75 764284 PURCHASE 460000 460000 460000 5 764285 PURCHASE 385000 384094.05 384094.05 5.125 764286 PURCHASE 464000 462908.17 462908.17 5.125 764287 REFINANCE 999999 999740.11 999740.11 5.125 764288 PURCHASE 380000 380000 380000 4.75 764289 PURCHASE 264000 264000 264000 5.125 764290 PURCHASE 639000 639000 639000 5.125 764291 PURCHASE 385000 384051.28 384051.28 4.875 764292 PURCHASE 450000 450000 450000 5.125 764293 PURCHASE 712000 711000 711000 5.125 764294 PURCHASE 435000 433976.4 433976.4 5.125 764295 PURCHASE 420000 419900 419900 5 764296 PURCHASE 430000 429494.36 429494.36 5.125 764297 PURCHASE 309920 309920 309920 4.5 764298 PURCHASE 1000000 1000000 1000000 5.125 764299 PURCHASE 650000 649861.2 649861.2 5.125 764300 PURCHASE 650000 650000 650000 4.875 764301 PURCHASE 383200 383199.8 383199.8 5.125 764302 PURCHASE 445000 444440.12 444440.12 4.75 764303 REFINANCE 553000 553000 553000 5.125 764304 CASH OUT 650000 650000 650000 5.125 764305 PURCHASE 540000 538669.34 538669.34 4.875 764306 PURCHASE 540000 538669.34 538669.34 4.875 764307 CASH OUT 227500 227402.85 227402.85 5.125 764308 PURCHASE 525000 525000 525000 5.125 764309 PURCHASE 488000 486273.85 486273.85 5.125 764310 PURCHASE 999999 999999 999999 5.125 764311 PURCHASE 672000 672000 672000 5.125 764312 PURCHASE 604000 604000 604000 5.125 764313 PURCHASE 412800 411735.21 411735.21 4.625 764314 CASH OUT 470000 470000 470000 5.125 764315 REFINANCE 539000 539000 539000 5.125 764316 PURCHASE 550000 549339.15 549339.15 5 764317 PURCHASE 599200 599200 599200 5.125 764318 PURCHASE 927500 927228.6 927228.6 5 764319 CASH OUT 795000 793129.28 793129.28 5.125 764320 PURCHASE 560000 560000 560000 5.125 764321 PURCHASE 1200000 1050000 1050000 5 764322 PURCHASE 400000 400000 400000 5.125 764323 PURCHASE 639200 517695.89 517695.89 5.125 764324 PURCHASE 426750 426248.98 426248.98 5.125 764325 PURCHASE 375000 374538.9 374538.9 4.875 764326 PURCHASE 780000 780000 780000 5.125 764327 PURCHASE 750000 750000 750000 5.125 764328 PURCHASE 600000 600000 600000 5 764329 PURCHASE 202400 202400 202400 4.875 764330 PURCHASE 625000 623494.93 623494.93 5 764331 PURCHASE 984120 981749.59 981749.59 5 764332 PURCHASE 560000 559279.14 559279.14 4.625 764333 PURCHASE 639200 639200 639200 4.875 764334 CASH OUT 605000 605000 605000 5 764335 PURCHASE 900000 899750 899750 5 764336 PURCHASE 471920 471100.46 471100.46 5.125 764337 PURCHASE 900000 899962.5 899962.5 4.75 764338 PURCHASE 510000 509387.2 509387.2 5 764339 PURCHASE 500000 498823.45 498823.45 5.125 764340 PURCHASE 999000 973700 973700 5.125 764341 CASH OUT 560000 559200 559200 5.125 764342 PURCHASE 432000 430983.45 430983.45 5.125 764343 PURCHASE 725000 724087.84 724087.84 4.75 764344 PURCHASE 452000 451700 451700 5 764345 PURCHASE 495920 495337.77 495337.77 5.125 764346 PURCHASE 656000 656000 656000 5.125 764347 PURCHASE 490000 489990.59 489990.59 4.875 764348 PURCHASE 550000 548705.8 548705.8 5.125 764349 PURCHASE 450000 449921.87 449921.87 5.125 764350 PURCHASE 1190700 1190700 1190700 5.125 764351 PURCHASE 855200 854148.46 854148.46 4.875 764352 REFINANCE 212400 212400 212400 5.125 764353 PURCHASE 559600 558221.06 558221.06 4.875 764354 PURCHASE 500000 499383.31 499383.31 5 764355 PURCHASE 975200 975200 975200 5 764356 PURCHASE 600000 598555.14 598555.14 5 764357 PURCHASE 637500 637500 637500 5.125 764358 PURCHASE 688000 687938.33 687938.33 5.125 764359 PURCHASE 400000 399036.75 399036.75 5 764360 PURCHASE 468000 468000 468000 5 764361 PURCHASE 1447500 1447500 1447500 4.625 764362 PURCHASE 220000 218000 218000 5.125 764363 REFINANCE 377500 377500 377500 5.125 764364 CASH OUT 380000 380000 380000 5.125 764365 CASH OUT 550000 550000 550000 5 764366 PURCHASE 540000 538699.62 538699.62 5 764367 PURCHASE 475000 475000 475000 5.125 764368 PURCHASE 336000 336000 336000 5.125 764369 PURCHASE 525000 524242.19 524242.19 5.125 764370 PURCHASE 565600 565600 565600 4.875 764371 CASH OUT 476250 476250 476250 5 764372 CASH OUT 525000 524900 524900 5.125 764373 PURCHASE 214800 214795.69 214795.69 5.125 764374 PURCHASE 450000 450000 450000 5.125 764375 PURCHASE 523125 523125 523125 5 764376 REFINANCE 595000 595000 595000 5.125 764377 REFINANCE 474000 473901.25 473901.25 5 764378 PURCHASE 380000 379063.6 379063.6 4.875 764379 PURCHASE 660000 659225.13 659225.13 5.125 764380 REFINANCE 500000 500000 500000 5.125 764381 REFINANCE 425000 422696.83 422696.83 5.125 764382 PURCHASE 591600 591600 591600 5.125 764383 PURCHASE 999999 999999 999999 5 764384 REFINANCE 257214 257214 257214 5.125 764385 PURCHASE 999999 999799 999799 5.125 764386 REFINANCE 650000 650000 650000 5 764387 PURCHASE 148400 148400 148400 5.125 764388 REFINANCE 999999 999999 999999 5 764389 PURCHASE 810000 809749.48 809749.48 5 764390 PURCHASE 546400 546400 546400 5.125 764391 REFINANCE 850000 850000 850000 5.125 764392 PURCHASE 900000 900000 900000 5.125 764393 PURCHASE 420000 420000 420000 5 764394 PURCHASE 415000 414501.36 414501.36 5 764395 REFINANCE 642000 640454.01 640454.01 5 764396 PURCHASE 1406250 1406250 1406250 5.125 764397 PURCHASE 390000 389509.32 389509.32 4.75 764398 PURCHASE 1592000 1592000 1592000 5.125 764399 PURCHASE 519920 519920 519920 4.625 764400 PURCHASE 456886 456337.02 456337.02 5 764401 REFINANCE 613000 611825.51 611825.51 4.875 764402 PURCHASE 436000 434950.05 434950.05 5 764403 PURCHASE 840000 840000 840000 4.875 764404 PURCHASE 856000 856000 856000 5.125 764405 PURCHASE 629900 629143.14 629143.14 5 764406 PURCHASE 559950 559950 559950 5 764407 PURCHASE 555000 554348.4 554348.4 5.125 764408 PURCHASE 644000 643600 643600 4.875 764409 PURCHASE 372000 47000 47000 4.875 764410 REFINANCE 432000 432000 432000 5.125 764411 PURCHASE 471200 471200 471200 5.125 764412 PURCHASE 750000 745972.59 745972.59 5.125 764413 PURCHASE 1312500 1310848.68 1310848.68 4.75 764414 PURCHASE 840000 839820.62 839820.62 5.125 764415 PURCHASE 420000 419164.5 419164.5 5.125 764416 PURCHASE 1100000 1100000 1100000 5 764417 PURCHASE 500000 499412.98 499412.98 5.125 764418 CASH OUT 999950 999950 999950 5.125 764419 PURCHASE 730000 729142.95 729142.95 5.125 764420 PURCHASE 494500 494500 494500 5.125 764421 PURCHASE 1417500 1417500 1417500 4.875 764422 PURCHASE 499000 498414.16 498414.16 5.125 764423 PURCHASE 1200000 1200000 1200000 4.75 764424 PURCHASE 792800 791634.6 791634.6 5 764425 CASH OUT 420000 420000 420000 5.125 764426 PURCHASE 600000 598521.5 598521.5 4.875 764427 PURCHASE 832000 832000 832000 5 764428 PURCHASE 464000 463981.67 463981.67 5.125 764429 PURCHASE 259200 259186.79 259186.79 5.125 764430 REFINANCE 921400 921400 921400 5 764431 PURCHASE 248000 248000 248000 5.125 764432 PURCHASE 422800 422800 422800 4.875 768652 PURCHASE 408000 408000 408000 5.125 768653 REFINANCE 452000 439203.84 439203.84 5.125 768654 REFINANCE 900000 899630.1 899630.1 5.125 768655 PURCHASE 173920 173675.12 173675.12 5.125 768656 PURCHASE 320000 320000 320000 5.125 768657 REFINANCE 477860 456118.46 456118.46 5.125 768658 REFINANCE 398000 383781.84 383781.84 5.125 768659 CASH OUT 675000 653206.97 653206.97 4.875 768660 PURCHASE 460000 445783.42 445783.42 5.125 768661 PURCHASE 650000 650000 650000 5.125 768662 PURCHASE 378970 368017.6 368017.6 5.125 768663 PURCHASE 372000 371909.1 371909.1 5.125 768664 REFINANCE 791000 788878.23 788878.23 5.125 768665 REFINANCE 380000 368750.07 368750.07 5.125 768666 REFINANCE 397000 381977.75 381977.75 5.125 768667 PURCHASE 475000 459699.56 459699.56 5.125 768668 PURCHASE 226950 220524.82 220524.82 5.125 768669 REFINANCE 319200 319163.5 319163.5 4.875 768670 PURCHASE 394050 394050 394050 5.125 768671 REFINANCE 625000 617962.96 617962.96 5.125 768672 REFINANCE 393000 393000 393000 5.125 768673 REFINANCE 729920 706281.9 706281.9 5.125 768674 REFINANCE 385000 385000 385000 5.125 768675 REFINANCE 437000 437000 437000 5.125 768676 PURCHASE 200000 200000 200000 5.125 768677 PURCHASE 322700 322699.88 322699.88 5.125 768678 CASH OUT 910000 881626.1 881626.1 5.125 768679 REFINANCE 185600 185562.32 185562.32 5.125 768680 REFINANCE 635000 616200.81 616200.81 5.125 768681 REFINANCE 433000 419489.48 419489.48 5.125 768682 REFINANCE 359900 359400 359400 5.125 768683 PURCHASE 399900 397424.22 397424.22 5.125 768684 PURCHASE 374000 373959.96 373959.96 5.125 768685 REFINANCE 420000 371766.49 371766.49 5.125 768686 REFINANCE 384500 384500 384500 5.125 768687 REFINANCE 369000 369000 369000 5.125 768688 CASH OUT 100000 90980.52 90980.52 5.125 768689 PURCHASE 600000 600000 600000 4.75 768690 PURCHASE 387600 377624.43 377624.43 5.125 768691 REFINANCE 142268 142205.43 142205.43 5.125 768692 PURCHASE 881000 880690.86 880690.86 5 768693 PURCHASE 585000 585000 585000 4.875 768694 CASH OUT 289000 289000 289000 5.125 768695 REFINANCE 405000 405000 405000 5.125 768696 REFINANCE 357750 355300 355300 5.125 768697 REFINANCE 390000 270572.44 270572.44 5.125 768699 PURCHASE 180804 180801.45 180801.45 5.125 768700 CASH OUT 1208906 1208906 1208906 5.125 768701 PURCHASE 139200 121535.3 121535.3 5.125 768702 CASH OUT 450000 430182.53 430182.53 4.875 768703 REFINANCE 380600 369585.51 369585.51 5 768704 REFINANCE 256000 256000 256000 5.125 768705 PURCHASE 382000 370194.08 370194.08 5.125 768706 PURCHASE 503200 497388.9 497388.9 5.125 768707 PURCHASE 119200 119069.22 119069.22 5.125 768708 PURCHASE 408000 408000 408000 5.125 768709 REFINANCE 196500 196500 196500 5 768710 REFINANCE 591315 573040.15 573040.15 5.125 768711 REFINANCE 1000000 995938.87 995938.87 5.125 768712 CASH OUT 410000 397861.82 397861.82 5.125 768713 PURCHASE 626500 626493.17 626493.17 5.125 768714 REFINANCE 258400 256723.59 256723.59 5.125 768715 PURCHASE 296000 296000 296000 5.125 768716 PURCHASE 256800 256800 256800 5.125 768717 PURCHASE 500000 485058.84 485058.84 5.125 768718 CASH OUT 332500 321848.2 321848.2 5.125 768719 PURCHASE 432750 432750 432750 5.125 768720 PURCHASE 316000 315999.99 315999.99 4.875 768721 REFINANCE 469000 469000 469000 5.125 768722 PURCHASE 843750 830644.85 830644.85 5.125 768723 PURCHASE 190300 190300 190300 5.125 768724 PURCHASE 476000 293712.04 293712.04 5.125 768725 PURCHASE 378000 366809.28 366809.28 5.125 768726 REFINANCE 329400 329389.92 329389.92 5.125 768727 PURCHASE 256842 256842 256842 5.125 768728 PURCHASE 451000 449733.73 449733.73 5.125 768729 PURCHASE 368000 368000 368000 5.125 768730 PURCHASE 628125 597459.41 597459.41 5.125 768731 REFINANCE 637000 636727.63 636727.63 5.125 768732 PURCHASE 259000 258785.94 258785.94 5.125 768733 PURCHASE 169000 168368.54 168368.54 5.125 768734 PURCHASE 550916 535992.35 535992.35 5.125 768735 PURCHASE 712500 712187.13 712187.13 5.125 768736 CASH OUT 580720 554946.56 554946.56 5.125 768737 PURCHASE 200000 170000 170000 5.125 768738 PURCHASE 412700 412699.78 412699.78 5.125 768739 PURCHASE 202400 186000 186000 5.125 768740 PURCHASE 416000 404759.3 404759.3 5.125 768741 PURCHASE 330400 330189.47 330189.47 5.125 768742 PURCHASE 487200 474035.53 474035.53 5.125 768743 PURCHASE 728000 728000 728000 5.125 768744 PURCHASE 369200 369200 369200 5.125 768745 PURCHASE 560000 546303.31 546303.31 5.125 768746 PURCHASE 726600 726323.75 726323.75 5.125 768747 PURCHASE 307920 307920 307920 5.125 768748 PURCHASE 628875 628875 628875 5.125 768749 PURCHASE 176000 175998.09 175998.09 5.125 768750 PURCHASE 226360 226360 226360 5.125 768751 REFINANCE 240000 239014.84 239014.84 5.125 768752 PURCHASE 235400 234547.91 234547.91 5 768753 PURCHASE 152000 152000 152000 5.125 768754 CASH OUT 637500 637442.66 637442.66 5.125 768755 PURCHASE 389600 389595 389595 5.125 768756 PURCHASE 713000 708778.66 708778.66 5.125 768757 PURCHASE 450000 444458.24 444458.24 5 768758 PURCHASE 202400 202400 202400 5.125 768759 PURCHASE 128000 128000 128000 5.125 768760 REFINANCE 505000 505000 505000 5.125 768761 PURCHASE 425000 423496.69 423496.69 5.125 768762 PURCHASE 248000 247880.02 247880.02 4.875 768763 PURCHASE 180000 180000 180000 5.125 768764 PURCHASE 1000000 1000000 1000000 5.125 768765 PURCHASE 456000 454387.05 454387.05 5.125 768766 PURCHASE 865000 865000 865000 5.125 768767 PURCHASE 260000 260000 260000 5.125 768768 PURCHASE 379050 379050 379050 4.875 768769 PURCHASE 331200 329944.94 329944.94 4.75 768770 PURCHASE 232000 232000 232000 5.125 768771 PURCHASE 345280 345280 345280 5.125 768772 CASH OUT 212000 212000 212000 5.125 768773 REFINANCE 484500 484500 484500 5 768774 REFINANCE 1397000 1397000 1397000 4.75 768775 PURCHASE 399000 398800 398800 5 768776 PURCHASE 527200 527200 527200 4.625 768777 REFINANCE 500000 484293.63 484293.63 5.125 768778 REFINANCE 489750 489747.45 489747.45 5.125 768779 REFINANCE 475000 387879.26 387879.26 5.125 768780 REFINANCE 593500 574382.38 574382.38 5.125 768781 PURCHASE 559200 542641.99 542641.99 5.125 768782 CASH OUT 389430 377394.34 377394.34 5.125 768783 REFINANCE 650000 629062.31 629062.31 5.125 768784 REFINANCE 222700 222700 222700 5.125 768785 REFINANCE 422000 421909.89 421909.89 5.125 768786 CASH OUT 470000 455474.35 455474.35 5.125 768787 REFINANCE 380000 367759.59 367759.59 5.125 768788 PURCHASE 525000 504744.59 504744.59 5.125 768789 REFINANCE 353900 341780.77 341780.77 5.125 768790 PURCHASE 625000 625000 625000 5.125 768791 REFINANCE 481981 355760.77 355760.77 5.125 768792 PURCHASE 329450 329450 329450 5.125 768793 REFINANCE 460000 445783.42 445783.42 5.125 768794 REFINANCE 361000 349371.53 349371.53 5.125 768795 CASH OUT 450000 449999.82 449999.82 5.125 768796 REFINANCE 205000 205000 205000 5.125 768797 CASH OUT 1000000 955143.04 955143.04 5.125 768798 REFINANCE 550000 420422.04 420422.04 5.125 768799 PURCHASE 208000 208000 208000 5.125 768800 REFINANCE 460000 459993.97 459993.97 5.125 768801 REFINANCE 397000 376427.08 376427.08 5.125 768802 REFINANCE 394000 391519.89 391519.89 5.125 768803 PURCHASE 381425 369138.42 369138.42 5.125 768804 REFINANCE 690000 689999.99 689999.99 5.125 768805 REFINANCE 412000 393029.25 393029.25 5.125 768806 PURCHASE 465300 464608.55 464608.55 5.125 768807 REFINANCE 750000 727793.33 727793.33 5.125 768808 REFINANCE 385000 353177.94 353177.94 5.125 768809 REFINANCE 500000 484547.34 484547.34 5.125 768810 REFINANCE 391000 378405.39 378405.39 5.125 768811 REFINANCE 460000 444971.66 444971.66 5.125 768812 CASH OUT 580000 577954.23 577954.23 5.125 768813 PURCHASE 384000 384000 384000 5.125 768814 REFINANCE 328000 325951.15 325951.15 5.125 768815 REFINANCE 354500 343079.99 343079.99 5.125 768816 PURCHASE 369600 369600 369600 5.125 768817 REFINANCE 330000 330000 330000 5.125 768818 PURCHASE 308000 308000 308000 5.125 768819 PURCHASE 394250 384607.33 384607.33 5.125 768820 PURCHASE 376000 373750 373750 5.125 768821 PURCHASE 452000 452000 452000 5.125 768822 PURCHASE 306000 302844.13 302844.13 5.125 768823 REFINANCE 990300 990300 990300 5.125 768824 REFINANCE 527200 510906.43 510906.43 5.125 768825 PURCHASE 408400 298389.8 298389.8 5.125 768826 CASH OUT 479500 466543.45 466543.45 5.125 768827 REFINANCE 408500 390291.19 390291.19 5.125 768828 PURCHASE 400000 399850 399850 5.125 768829 PURCHASE 340000 340000 340000 5.125 768830 REFINANCE 475000 472813.49 472813.49 5.125 768831 PURCHASE 535000 518465.41 518465.41 5.125 768832 CASH OUT 400000 385063.57 385063.57 5.125 768833 CASH OUT 470000 418902.69 418902.69 5.125 768834 REFINANCE 371500 330586.85 330586.85 5.125 768835 REFINANCE 488000 488000 488000 5.125 768836 PURCHASE 206400 206400 206400 5.125 768837 PURCHASE 539405 516871.5 516871.5 5.125 768838 PURCHASE 556000 555874.55 555874.55 5.125 768839 REFINANCE 381500 369709.5 369709.5 5.125 768840 REFINANCE 375000 363897.96 363897.96 5.125 768841 CASH OUT 550000 533717.14 533717.14 5.125 768842 PURCHASE 550000 494757.78 494757.78 5.125 768843 CASH OUT 338000 323966.12 323966.12 5.125 768844 REFINANCE 463000 463000 463000 5.125 768845 REFINANCE 505000 505000 505000 5.125 768846 REFINANCE 490000 489134.98 489134.98 5.125 768847 REFINANCE 589800 568893.07 568893.07 5.125 768848 CASH OUT 490000 474944.03 474944.03 5.125 768849 REFINANCE 190000 182985.97 182985.97 5.125 768850 PURCHASE 386000 375072.26 375072.26 5.125 768851 PURCHASE 185600 185600 185600 5.125 768852 REFINANCE 561600 545700.96 545700.96 5.125 768853 PURCHASE 344000 344000 344000 5.125 768854 PURCHASE 362603 351867.99 351867.99 5.125 768855 PURCHASE 400000 388157.89 388157.89 5.125 768856 PURCHASE 215920 214595.08 214595.08 5.125 768857 REFINANCE 650000 650000 650000 5.125 768858 PURCHASE 401600 390748.46 390748.46 5.125 768859 PURCHASE 400650 388788.67 388788.67 5.125 768860 PURCHASE 568000 564649.86 564649.86 5.125 768861 PURCHASE 284000 284000 284000 5.125 768862 PURCHASE 424289 424289 424289 5.125 768863 PURCHASE 500000 499757.93 499757.93 5.125 768864 PURCHASE 260000 252974.54 252974.54 5.125 768865 PURCHASE 450000 438418.17 438418.17 5.125 768866 PURCHASE 420000 408409.46 408409.46 5.125 768867 PURCHASE 398000 387245.71 387245.71 5.125 768868 PURCHASE 389900 378877.11 378877.11 5.125 768869 PURCHASE 328000 327761.93 327761.93 5.125 768870 PURCHASE 1000000 973797.64 973797.64 5.125 768871 CASH OUT 614000 612656.26 612656.26 5.125 768872 PURCHASE 510400 496608.42 496608.42 5.125 768873 PURCHASE 650000 645301.71 645301.71 5.125 768874 CASH OUT 441000 438571.69 438571.69 5.125 768875 PURCHASE 511400 511287.52 511287.52 5.125 768876 PURCHASE 464000 439959.05 439959.05 5.125 768877 REFINANCE 385000 365837.66 365837.66 5.125 768878 REFINANCE 850000 850000 850000 5.125 768879 PURCHASE 480000 480000 480000 5.125 768880 PURCHASE 320000 319424.05 319424.05 5.125 768881 PURCHASE 290000 290000 290000 5.125 768882 CASH OUT 1000000 985575.88 985575.88 5.125 768883 PURCHASE 360000 353913.78 353913.78 5.125 768884 PURCHASE 1000000 1000000 1000000 5.125 768885 PURCHASE 700000 699939.46 699939.46 5.125 768886 PURCHASE 583200 574762.62 574762.62 5.125 768887 PURCHASE 333700 333679.82 333679.82 5.125 768888 PURCHASE 376800 370899.35 370899.35 5.125 768889 PURCHASE 370275 370275 370275 5.125 768890 PURCHASE 500850 493625.59 493625.59 5.125 768891 PURCHASE 228000 228000 228000 5.125 768892 PURCHASE 385000 379436.19 379436.19 5.125 768893 PURCHASE 544000 535194.84 535194.84 5.125 768894 PURCHASE 400000 394230.32 394230.32 5.125 768895 PURCHASE 703200 693056.87 693056.87 5.125 768896 PURCHASE 490400 483326.34 483326.34 5.125 768897 PURCHASE 550000 550000 550000 5.125 768898 PURCHASE 607200 607002.93 607002.93 5.125 768899 PURCHASE 632379 632379 632379 5.125 768900 PURCHASE 440975 440975 440975 5 768901 PURCHASE 700000 700000 700000 4.875 768902 PURCHASE 438000 437976.25 437976.25 5.125 768903 PURCHASE 286708 286708 286708 5.125 768904 PURCHASE 256000 255945.33 255945.33 5.125 768905 PURCHASE 750000 745135.53 745135.53 4.625 768906 PURCHASE 600000 596447.64 596447.64 5.125 768907 PURCHASE 331200 331200 331200 5.125 768908 PURCHASE 620000 617069.69 617069.69 5.125 768909 PURCHASE 226400 226400 226400 5.125 768910 PURCHASE 399920 396017.36 396017.36 4.875 768911 PURCHASE 300000 300000 300000 4.875 768912 PURCHASE 297000 297000 297000 5.125 768913 REFINANCE 850000 651276.87 651276.87 5.125 768914 PURCHASE 243200 243200 243200 5 768915 CASH OUT 670000 670000 670000 5.125 768916 PURCHASE 599250 599250 599250 5.125 768917 PURCHASE 340120 339970 339970 5 768918 PURCHASE 380000 377294.41 377294.41 5.125 768919 PURCHASE 746000 746000 746000 5.125 768920 PURCHASE 622888 622721.06 622721.06 5.125 768921 PURCHASE 202704 202704 202704 5.125 768922 PURCHASE 552000 552000 552000 5.125 768923 PURCHASE 500000 497039.7 497039.7 5.125 768924 PURCHASE 375000 336817.79 336817.79 4.875 768925 REFINANCE 650000 650000 650000 5.125 768926 PURCHASE 400000 358286.5 358286.5 4.875 768927 REFINANCE 600000 587707.96 587707.96 5.125 768928 PURCHASE 711856 707641.39 707641.39 5.125 768929 PURCHASE 708750 708750 708750 5.125 768930 REFINANCE 600000 597346.81 597346.81 5.125 768931 PURCHASE 696000 696000 696000 5.125 768932 PURCHASE 592400 586317.89 586317.89 5.125 768933 PURCHASE 311120 311120 311120 5.125 768934 PURCHASE 750000 750000 750000 4.875 768935 PURCHASE 484800 484800 484800 5.125 768936 PURCHASE 735950 730710.14 730710.14 5.125 768937 PURCHASE 368000 365379.85 365379.85 5.125 768938 PURCHASE 860000 855935.35 855935.35 5.125 768939 PURCHASE 259950 259915.81 259915.81 5.125 768940 PURCHASE 114800 114800 114800 5.125 768941 PURCHASE 474000 473993.08 473993.08 5.125 768942 PURCHASE 460000 458372.87 458372.87 5.125 768943 PURCHASE 274780 274780 274780 4.875 768944 REFINANCE 649000 649000 649000 5.125 768945 PURCHASE 596000 593183.09 593183.09 5.125 768946 CASH OUT 448000 447474.41 447474.41 5.125 768947 CASH OUT 451750 451750 451750 5.125 768948 PURCHASE 370000 368251.23 368251.23 5.125 768949 PURCHASE 520000 517000 517000 5.125 768950 PURCHASE 300000 300000 300000 5.125 768951 PURCHASE 448000 448000 448000 5.125 768952 PURCHASE 318400 318400 318400 5.125 768953 PURCHASE 410000 409450 409450 5.125 768954 PURCHASE 588000 585000 585000 5 768955 REFINANCE 680000 675973.99 675973.99 5.125 768956 PURCHASE 434600 432986.67 432986.67 4.875 768957 PURCHASE 431693 431693 431693 5.125 768958 CASH OUT 500000 498299.01 498299.01 5.125 768959 PURCHASE 332000 332000 332000 5.125 768960 PURCHASE 533960 533957.24 533957.24 5.125 768961 PURCHASE 441108 441108 441108 5.125 768962 PURCHASE 397500 397500 397500 5.125 768963 PURCHASE 712000 712000 712000 5.125 768964 PURCHASE 479000 477764.46 477764.46 4.625 768965 PURCHASE 1000000 1000000 1000000 4.25 768966 PURCHASE 171200 171199.98 171199.98 5.125 768967 PURCHASE 490000 490000 490000 5.125 768968 PURCHASE 180800 180800 180800 5.125 768969 PURCHASE 404000 402570.98 402570.98 5.125 768970 PURCHASE 500000 500000 500000 5.125 768971 PURCHASE 416000 414926.94 414926.94 4.625 768972 PURCHASE 485000 483119.84 483119.84 4.625 768973 CASH OUT 931250 925617.87 925617.87 5.125 768974 PURCHASE 325000 325000 325000 5.125 768975 PURCHASE 319000 319000 319000 5.125 768976 PURCHASE 620000 618541.09 618541.09 5.125 768977 PURCHASE 352000 352000 352000 5.125 768978 PURCHASE 216000 213304.47 213304.47 5 768979 PURCHASE 222000 222000 222000 4.75 768980 PURCHASE 353520 353520 353520 5.125 768981 PURCHASE 192520 192520 192520 4.75 768982 PURCHASE 435000 433952.46 433952.46 5 768983 PURCHASE 149200 149200 149200 5.125 768984 PURCHASE 320000 319900 319900 5 768985 PURCHASE 404000 404000 404000 4.25 768986 PURCHASE 424000 424000 424000 5.125 768987 PURCHASE 292000 291575 291575 4.875 768988 REFINANCE 726000 726000 726000 4.875 768989 PURCHASE 988000 987578.09 987578.09 5.125 768990 PURCHASE 551000 547245.19 547245.19 4.875 768991 CASH OUT 310000 310000 310000 5.125 768992 PURCHASE 408000 408000 408000 5 768993 PURCHASE 529000 529000 529000 5.125 768994 PURCHASE 476000 476000 476000 5.125 768995 PURCHASE 750000 749594.91 749594.91 4.875 768996 PURCHASE 636000 636000 636000 4.875 768997 PURCHASE 531200 529232.55 529232.55 4.875 768998 PURCHASE 550000 548613.28 548613.28 4.75 768999 PURCHASE 389950 389950 389950 4.625 769000 PURCHASE 820000 820000 820000 5 769001 PURCHASE 520000 518160.65 518160.65 5.125 769002 REFINANCE 352000 352000 352000 5 769003 PURCHASE 120000 120000 120000 5.125 769004 PURCHASE 303200 303200 303200 5 769005 PURCHASE 426400 424085.47 424085.47 4.625 769006 PURCHASE 464000 462830.13 462830.13 4.75 769007 PURCHASE 123880 123880 123880 5 769008 PURCHASE 413232 411666.09 411666.09 4.75 769009 PURCHASE 731200 731200 731200 4.875 769010 PURCHASE 450000 450000 450000 4.875 769011 PURCHASE 335200 335200 335200 5 769012 PURCHASE 330000 329818.74 329818.74 5.125 769013 PURCHASE 356000 356000 356000 5 769014 PURCHASE 600000 600000 600000 5 769015 PURCHASE 182000 181977.29 181977.29 5.125 769016 PURCHASE 633600 631306.57 631306.57 5 769017 PURCHASE 391200 391200 391200 4.875 769018 PURCHASE 427000 424934.89 424934.89 5 769019 PURCHASE 309000 308900 308900 5 769020 PURCHASE 305000 304100 304100 5.125 769021 PURCHASE 420000 418479.71 418479.71 5 769022 REFINANCE 750000 746455.22 746455.22 5.125 769023 PURCHASE 393600 392607.62 392607.62 4.75 769024 PURCHASE 479960 478487.97 478487.97 4.375 769025 PURCHASE 312000 276550.24 276550.24 5.125 769026 PURCHASE 408000 408000 408000 4.75 769027 CASH OUT 448500 446913.56 446913.56 5.125 769028 PURCHASE 425000 423903.73 423903.73 4.625 769029 PURCHASE 500000 498231.4 498231.4 5.125 769030 CASH OUT 416000 416000 416000 4.5 769031 PURCHASE 385900 384534.99 384534.99 5.125 769032 PURCHASE 422000 421909.89 421909.89 5.125 769033 PURCHASE 551200 549204.81 549204.81 5 769034 PURCHASE 520000 518718.62 518718.62 4.875 769035 PURCHASE 337600 337440.72 337440.72 5.125 769036 PURCHASE 325000 325000 325000 5.125 769037 PURCHASE 611200 609728.16 609728.16 5 769038 PURCHASE 506400 504608.75 504608.75 5.125 769039 PURCHASE 696500 696500 696500 5.125 769040 CASH OUT 440000 440000 440000 5.125 769041 PURCHASE 570000 569735.81 569735.81 5.125 769042 PURCHASE 459900 459900 459900 5 769043 PURCHASE 330965 330549.13 330549.13 5.125 769044 PURCHASE 600000 600000 600000 5.125 769045 PURCHASE 327140 327140 327140 5 769046 PURCHASE 750000 747222.17 747222.17 4.875 769047 PURCHASE 403200 403200 403200 5.125 769048 PURCHASE 585000 583558.46 583558.46 4.875 769049 PURCHASE 388000 385953.12 385953.12 5.125 769050 PURCHASE 500000 500000 500000 5.125 769051 PURCHASE 630000 622451.45 622451.45 4.75 769052 PURCHASE 548000 548000 548000 5 769053 PURCHASE 443920 443920 443920 4.875 769054 PURCHASE 400000 398836.34 398836.34 5 769055 PURCHASE 612000 612000 612000 4.75 769056 PURCHASE 483200 481410.33 481410.33 4.875 769057 PURCHASE 912000 910904.18 910904.18 5 769058 PURCHASE 340614 340114 340114 4.25 769059 REFINANCE 220000 219377.62 219377.62 5.125 769060 REFINANCE 176000 175951.67 175951.67 5.125 769061 REFINANCE 953000 920621.32 920621.32 5.125 769062 CASH OUT 500000 485197.31 485197.31 5.125 769063 CASH OUT 450000 436677.49 436677.49 5.125 769064 REFINANCE 403000 390007.15 390007.15 5.125 769065 PURCHASE 375000 359407.6 359407.6 5.125 769066 REFINANCE 475000 450505.86 450505.86 5.125 769067 PURCHASE 348000 333866.72 333866.72 5.125 769068 CASH OUT 190000 184127.8 184127.8 5.125 769069 REFINANCE 510900 489484.3 489484.3 5.125 769070 REFINANCE 556000 533691.28 533691.28 5.125 769071 CASH OUT 490000 476127.93 476127.93 5.125 769072 REFINANCE 475000 460207.5 460207.5 5.125 769073 REFINANCE 365000 354150.17 354150.17 5.125 769074 REFINANCE 579000 560349.48 560349.48 5.125 769075 PURCHASE 410600 398444 398444 5.125 769076 REFINANCE 392000 380701.55 380701.55 5.125 769077 REFINANCE 462000 445265.89 445265.89 5.125 769078 PURCHASE 760000 738484.04 738484.04 5.125 LOANID RATE SUBSRVFEE NXSSFEE PMIFEE BADMSFEE NETRATE ------ ---- --------- ------- ------ -------- ------- 747103 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