CITIGROUP MORTGAGE LOAN TRUST INC. Depositor AMERIQUEST MORTGAGE COMPANY WELLS FARGO BANK, N.A. JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Servicers CITIBANK, N.A. Trust Administrator and Trustee POOLING AND SERVICING AGREEMENT Dated as of August 1,...
CITIGROUP
MORTGAGE LOAN TRUST INC.
Depositor
AMERIQUEST
MORTGAGE COMPANY
XXXXX
FARGO BANK, N.A.
JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION
Servicers
CITIBANK,
N.A.
Trust
Administrator
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
_________________________________________
Dated
as
of August 1, 2006
_________________________________________
Asset-Backed
Pass-Through Certificates
Series
2006-HE2
TABLE
OF CONTENTS
Section
ARTICLE
I
DEFINITIONS
SECTION
1.01 Defined
Terms.
SECTION
1.02 Allocation
of Certain Interest Shortfalls.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION
2.01 Conveyance
of Mortgage Loans.
SECTION
2.02 Acceptance
of the Trust Fund by the Trustee.
SECTION
2.03 Repurchase
or Substitution of Mortgage Loans by the Sponsor or the Depositor.
SECTION
2.04 [Reserved].
SECTION
2.05 Representations,
Warranties and Covenants of the Servicers.
SECTION
2.06 Issuance
of the Certificates.
SECTION
2.07 Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by the
Trustee.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
SECTION
3.01 Servicer
to Act as Servicer.
SECTION
3.02 Sub-Servicing
Agreements Between the Servicer and Sub-Servicers.
SECTION
3.03 Successor
Sub-Servicers.
SECTION
3.04 Liability
of
the Servicer.
SECTION
3.05 No
Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator
or Certificateholders.
SECTION
3.06 Assumption
or Termination of Sub-Servicing Agreements by Trust Administrator.
SECTION
3.07 Collection
of Certain Mortgage Loan Payments.
SECTION
3.08 Sub-Servicing
Accounts.
SECTION
3.09 Collection
of Taxes and Similar Items; Servicing Accounts.
SECTION
3.10 Collection
Account and Distribution Account.
SECTION
3.11 Withdrawals
from the Collection Account and Distribution Account.
SECTION
3.12 Investment
of Funds in the Collection Account and the Distribution Account.
SECTION
3.13 [Reserved].
SECTION
3.14 Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity Coverage.
SECTION
3.15 Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
SECTION
3.16 Realization
Upon Defaulted Mortgage Loans.
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 Assessments
of Compliance and Attestation Reports.
SECTION
3.22 Access
to
Certain Documentation.
SECTION
3.23 Title,
Management and Disposition of REO Property.
SECTION
3.24 Obligations
of the Servicer in Respect of Prepayment Interest Shortfalls.
SECTION
3.25 Obligations
of the Servicer in Respect of Monthly Payments.
SECTION
3.26 Advance
Facility.
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
SECTION
4.01 Distributions.
SECTION
4.02 Statements
to Certificateholders.
SECTION
4.03 Remittance
Reports; P&I Advances.
SECTION
4.04 Allocation
of Extraordinary Trust Fund Expenses and Realized Losses.
SECTION
4.05 Compliance
with Withholding Requirements.
SECTION
4.06 Net
WAC
Rate Carryover Reserve Account.
SECTION
4.07 Commission
Reporting.
SECTION
4.08 Cap
Account
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 SERVICERS
SECTION
6.01 Liability
of the Depositor and the Servicers.
SECTION
6.02 Merger
or
Consolidation of the Depositor or the Servicers.
SECTION
6.03 Limitation
on Liability of the Depositor, the Servicers and Others.
SECTION
6.04 Limitation
on Resignation of the Servicers.
SECTION
6.05 Rights
of
the Depositor in Respect of the Servicers.
SECTION
6.06 Duties
of
the Credit Risk Manager.
SECTION
6.07 Limitation
Upon Liability of the Credit Risk Manager.
SECTION
6.08 Removal
of the Credit Risk Manager.
ARTICLE
VII
DEFAULT
SECTION
7.01 Servicer
Events of Default.
SECTION
7.02 Trust
Administrator or Trustee to Act; Appointment of Successor.
SECTION
7.03 Notification
to Certificateholders.
SECTION
7.04 Waiver
of
Servicer Events of Default.
ARTICLE
VIII
CONCERNING
THE TRUSTEE aND THE TRUST ADMINISTRATOR
SECTION
8.01 Duties
of
Trustee and Trust Administrator.
SECTION
8.02 Certain
Matters Affecting the Trustee and the Trust Administrator.
SECTION
8.03 Neither
the Trustee nor Trust Administrator Liable for Certificates or Mortgage
Loans.
SECTION
8.04 Trustee
and Trust Administrator May Own Certificates.
SECTION
8.05 Trustee’s,
Trust Administrator’s and Custodians’ Fees and Expenses.
SECTION
8.06 Eligibility
Requirements for Trustee and Trust Administrator.
SECTION
8.07 Resignation
and Removal of the Trustee and the Trust Administrator.
SECTION
8.08 Successor
Trustee or Trust Administrator.
SECTION
8.09 Merger
or
Consolidation of Trustee or Trust Administrator.
SECTION
8.10 Appointment
of Co-Trustee or Separate Trustee.
SECTION
8.11 [Reserved].
SECTION
8.12 Appointment
of Office or Agency.
SECTION
8.13 Representations
and
Warranties.
SECTION
8.14 [Reserved].
SECTION
8.15 No
Trustee or Trust Administrator Liability for Actions or Inactions of
Custodians.
ARTICLE
IX
TERMINATION
SECTION
9.01 Termination
Upon Repurchase or Liquidation of the Mortgage Loans.
SECTION
9.02 Additional
Termination Requirements.
ARTICLE
X
REMIC
PROVISIONS
SECTION
10.01 REMIC
Administration.
SECTION
10.02 Prohibited
Transactions and Activities.
SECTION
10.03 Servicer,
Trustee and Trust Administrator Indemnification.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
SECTION
11.01 Amendment.
SECTION
11.02 Recordation
of Agreement; Counterparts.
SECTION
11.03 Limitation
on
Rights of Certificateholders.
SECTION
11.04 Governing
Law.
SECTION
11.05 Notices.
SECTION
11.06 Severability
of Provisions.
SECTION
11.07 Notice
to
Rating Agencies.
SECTION
11.08 Article
and Section References.
SECTION
11.09 Grant
of
Security Interest.
SECTION
11.10 Third
Party
Rights.
SECTION
11.11 Intention
of the Parties and Interpretation.
Exhibits
Exhibit
A-1 Form
of
Class A-1 Certificate
Exhibit
A-2 Form
of
Class A-2A Certificate
Exhibit
A-3 Form
of
Class A-2B Certificate
Exhibit
A-4 Form
of
Class A-2C Certificate
Exhibit
A-5 Form
of
Class A-2D Certificate
Exhibit
A-6
Form
of
Class M-1 Certificate
Exhibit
A-7 Form
of Class
M-2 Certificate
Exhibit
A-8 Form
of
Class M-3 Certificate
Exhibit
A-9
Form
of
Class M-4 Certificate
Exhibit
A-10 Form
of
Class M-5 Certificate
Exhibit
A-11 Form
of
Class M-6 Certificate
Exhibit
A-12 Form
of
Class M-7 Certificate
Exhibit
A-13 Form
of
Class M-8 Certificate
Exhibit
A-14 Form
of
Class M-9 Certificate
Exhibit
A-15 Form
of
Class M-10 Certificate
Exhibit
A-16 Form
of
Class CE Certificate
Exhibit
A-17 Form
of
Class P Certificate
Exhibit
A-18 Form
of
Class R Certificate
Exhibit
A-19 Form
of
Class R-X Certificate
Exhibit
B
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit
C
Servicing
Criteria to Be Addressed in Assessment of Compliance
Exhibit
D
Form
of
Assignment Agreements and Mortgage Loan Purchase Agreement
Exhibit
E
Request
for Release
Exhibit
F-1
Form
of
Transferor Representation Letter and Form of Transferee Representation Letter
in
Connection with Transfer of the Private Certificates Pursuant to Rule 144A
Under
the 1933 Act
Exhibit
F-2
Form
of
Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection
with Transfer of Residual Certificates
Exhibit
G
Form
of
Certification with respect to ERISA and the Code
Exhibit
H-1
Form
of
Certification to be provided by the Depositor with Form 10-K
Exhibit
H-2
Form
of
Certification to be provided to the Depositor by the Trust
Administrator
Exhibit
H-3
Form
of
Certification to be provided to the Depositor by the Servicer (other than XX
Xxxxxx)
Exhibit
H-4
Form
of
Certification to be provided to the Depositor by JPMorgan
Exhibit
I
Form
of
Cap Contract
Exhibit
J
Form
of
Cap Administration Agreement
Schedule
1
Mortgage
Loan Schedule
Schedule
2
Prepayment
Charge Schedule
This
Pooling and Servicing Agreement, is dated and effective as of August 1, 2006,
among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, AMERIQUEST MORTGAGE
COMPANY, XXXXX FARGO BANK, N.A. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Servicers, CITIBANK, N.A., as Trust Administrator, and U.S. BANK NATIONAL
ASSOCIATION, as Trustee.
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates to be issued hereunder
in
multiple classes, which in the aggregate will evidence the entire beneficial
ownership interest in each REMIC (as defined herein) created hereunder. The
Trust Fund will consist of a pool of assets comprised of the Mortgage Loans
and
certain other related assets subject to this Agreement.
REMIC
I
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other related assets
(other than any Servicer Prepayment Charge Payment Amounts, the Net WAC Rate
Carryover Reserve Account, the Cap Account, the Cap Administration Agreement
and
the Cap Contract) subject to this Agreement as a REMIC for federal income tax
purposes, and such pool of assets will be designated as “REMIC I.” The Class R-I
Interest will be the sole class of “residual interests” in REMIC I for purposes
of the REMIC Provisions (as defined herein). The following table irrevocably
sets forth the designation, the REMIC I Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
REMIC I Regular Interests (as defined herein). None of the REMIC I Regular
Interests will be certificated.
|
Designation
|
REMIC
I
Remittance
Rate
|
Initial Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
I-LTAA
|
(2)
|
$ |
350,803,236.19
|
July
2036
|
|
I-LTA1
|
(2)
|
$ |
1,541,290.00
|
July
2036
|
|
I-LTA2A
|
(2)
|
$ |
786,255.00
|
July
0000
|
|
X-XXX0X
|
(2)
|
$ |
140,395.00
|
July
2036
|
|
I-LTA2C
|
(2)
|
$ |
243,975.00
|
July
0000
|
|
X-XXX0X
|
(2)
|
$ |
98,095.00
|
July
2036
|
|
I-LTM1
|
(2)
|
$ |
32,445.00
|
July
2036
|
|
I-LTM2
|
(2)
|
$ |
123,495.00
|
July
2036
|
|
I-LTM3
|
(2)
|
$ |
75,170.00
|
July
2036
|
|
I-LTM4
|
(2)
|
$ |
62,645.00
|
July
2036
|
|
I-LTM5
|
(2)
|
$ |
62,645.00
|
July
2036
|
|
I-LTM6
|
(2)
|
$ |
57,275.00
|
July
2036
|
|
I-LTM7
|
(2)
|
$ |
48,325.00
|
July
2036
|
|
I-LTM8
|
(2)
|
$ |
35,795.00
|
July
2036
|
|
I-LTM9
|
(2)
|
$ |
46,535.00
|
July
2036
|
|
I-LTM10
|
(2)
|
$ |
44,745.00
|
July
2036
|
|
I-LTZZ
|
(2)
|
$ |
3,660,164.72
|
July
0000
|
|
X-XXX
|
(2)
|
$ |
100.00
|
July
2036
|
|
I-LT1SUB
|
(2)
|
$ |
8,442.67
|
July
2036
|
|
I-LT1GRP
|
(2)
|
$ |
39,268.48
|
July
2036
|
|
I-LT2SUB
|
(2)
|
$ |
6,949.63
|
July
2036
|
|
I-LT2GRP
|
(2)
|
$ |
32,324.03
|
July
2036
|
|
I-LTXX
|
(2)
|
$ |
357,875,501.10
|
July
2036
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “REMIC I Remittance Rate”
herein.
REMIC
II
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC II.” The Class R-II Interest will evidence the sole class of “residual
interests” in REMIC II for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, the
Pass-Through Rate, the initial aggregate Certificate Principal Balance and,
for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for the indicated Classes of Certificates and
the Class CE Interest and the Class P Interest, which are
uncertificated.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
Class
A-1
|
Variable(2)
|
$ |
308,258,000.00
|
August
25, 2036
|
|
Class
A-2A
|
Variable(2)
|
$ |
157,251,000.00
|
August
25, 2036
|
|
Class
A-2B
|
Variable(2)
|
$ |
28,079,000.00
|
August
25, 2036
|
|
Class
A-2C
|
Variable(2)
|
$ |
48,795,000.00
|
August
25, 2036
|
|
Class
A-2D
|
Variable(2)
|
$ |
19,619,000.00
|
August
25, 2036
|
|
Class
M-1
|
Variable(2)
|
$ |
26,489,000.00
|
August
25, 2036
|
|
Class
M-2
|
Variable(2)
|
$ |
24,699,000.00
|
August
25, 2036
|
|
Class
M-3
|
Variable(2)
|
$ |
15,034,000.00
|
August
25, 2036
|
|
Class
M-4
|
Variable(2)
|
$ |
12,529,000.00
|
August
25, 2036
|
|
Class
M-5
|
Variable(2)
|
$ |
12,529,000.00
|
August
25, 2036
|
|
Class
M-6
|
Variable(2)
|
$ |
11,455,000.00
|
August
25, 2036
|
|
Class
M-7
|
Variable(2)
|
$ |
9,665,000.00
|
August
25, 2036
|
|
Class
M-8
|
Variable(2)
|
$ |
7,159,000.00
|
August
25, 2036
|
|
Class
M-9
|
Variable(2)
|
$ |
9,307,000.00
|
August
25, 2036
|
|
Class
M-10
|
Variable(2)
|
$ |
8,949,000.00
|
August
25, 2036
|
|
Class
CE Interest
|
Variable(3)
|
$ |
16,107,971.81
|
August
25, 2036
|
|
Class
P Interest
|
N/A(4)
|
$ |
100.00
|
August
25, 2036
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) The
Class
CE Interest will accrue interest at their variable Pass-Through Rate on the
Notional Amount of the Class CE Interest outstanding from time to time which
shall equal the aggregate Uncertificated Balance of the REMIC I Regular
Interests (other than REMIC I Regular Interest I-LTP). The Class CE Interest
will not accrue interest on their Certificate Principal Balance.
(4) The
Class
P Interest will not accrue interest.
REMIC
III
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class CE Interest as a REMIC for federal income
tax
purposes, and such pool of assets will be designated as “REMIC III.” The Class
R-III Interest will evidence the sole class of “residual interests” in REMIC III
for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the Pass-Through Rate, the initial
aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
Class
CE Certificates
|
Variable(2)
|
$ 16,107,971.81
|
August
25, 2036
|
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) The
Class
CE Certificates will receive 100% of amounts received in respect of the Class
CE
Interest.
REMIC
IV
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such pool of assets will be designated as “REMIC IV.” The Class
R-IV Interest will evidence the sole class of “residual interests” in REMIC IV
for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the Pass-Through Rate, the initial
aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Classes of Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
Class
P Certificates
|
Variable(2)
|
$ 100.00
|
August
25, 2036
|
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) The
Class
P Certificates will receive 100% of amounts received in respect of the Class
P
Interest.
As
of the
Cut-off Date, the Group I Mortgage Loans had an aggregate Stated Principal
Balance equal to $392,684,818.10 and the Group II Mortgage Loans had an
aggregate Stated Principal Balance equal to $323,240,253.71..
ARTICLE
I
DEFINITIONS
| SECTION 1.01 |
Defined
Terms.
|
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the basis of
a
360-day year consisting of twelve 30-day months.
“Adjustable-Rate
Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan
Schedule as having a Mortgage Rate that is subject to adjustment.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of such Mortgage Loan changes pursuant to
the
related Mortgage Note. The first Adjustment Date following the Cut-off Date
as
to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of
this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, (x) the sum of (i) any Realized Losses allocated
to such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining unpaid
from the previous Distribution Date minus (y) the amount of the increase
in the
Certificate Principal Balance of such Class due to the receipt of Subsequent
Recoveries as provided in Section 4.01.
“Ameriquest”:
Ameriquest Mortgage Company.
“Ameriquest
Mortgage Loans”: The Mortgage Loans serviced by Ameriquest.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom, if applicable, recording information
which
has not been returned by the applicable recording office), which is sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property
is
located to reflect the record of sale of the Mortgage.
“Assignment
Agreement”: Each of the agreements among the Depositor, the Sponsor and the
related Originator regarding the transfer of the Mortgage Loans by the Sponsor
to or at the direction of the Depositor, substantially in the form of Exhibit
D
annexed hereto.
“Available
Distribution Amount”: With respect to any Distribution Date, an amount equal to
the excess of (i) the sum of (a) the aggregate of the Monthly Payments due
during the Due Period relating to such Distribution Date and received by
each
Servicer (or by a Sub-Servicer on their behalf) on or prior to the related
Determination Date, after deduction of the Servicing Fee and the Credit Risk
Manager Fee for such Distribution Date, (b) Liquidation Proceeds, Insurance
Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions
for Mortgage Loans, Subsequent Recoveries and other unscheduled payments
of
principal and interest in respect of the Mortgage Loans or REO Properties
received by each Servicer during the related Prepayment Period (exclusive
of any
Prepayment Interest Excess), (c) the aggregate of any amounts on deposit
in the
Distribution Account representing Compensating Interest Payments paid by
each
Servicer in respect of Prepayment Interest Shortfalls relating to Principal
Prepayments that occurred during the related Prepayment Period, (d) the
aggregate of any P&I Advances made by each Servicer for such Distribution
Date and (e) Prepayment Charges received and Servicer Prepayment Charge Payment
Amounts paid in respect of Mortgage Loans with respect to which a Principal
Prepayment occurred during the related Prepayment Period and any amounts
received from the Sponsor as contemplated in Section 2.03(b) in respect of
any
Principal Prepayment that occurred during or prior to the related Prepayment
Period over (ii) the sum of (a) amounts reimbursable to each Servicer, the
Trustee, the Trust Administrator or a Custodian pursuant to Section 6.03
or
Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund
Expenses, (b) amounts in respect of the items set forth in clauses (i)(a)
through (i)(d) above deposited in the Collection Account or the Distribution
Account in respect of the items set forth in clauses (i)(a) through (i)(d)
above
in error, (c) without duplication, any amounts in respect of the items set
forth
in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Servicers
or to be withdrawn by the Servicers from the related Collection Account pursuant
to Section 3.18.
“Balloon
Mortgage Loan”: A fixed-rate Mortgage Loan that provides for the payment of the
unamortized Stated Principal Balance of such Mortgage Loan in a single payment
at the maturity of such fixed-rate Mortgage Loan that is substantially greater
than the preceding monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a fixed-rate
Mortgage Loan in a single payment at the maturity of such fixed-rate Mortgage
Loan that is substantially greater than the preceding Monthly
Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates will be the Class A Certificates
and the Mezzanine Certificates.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of New York, the State of Texas,
the
State of Missouri, the State of Iowa, the State of Maryland, the State of
California, the State of Arizona, or in the city in which the Corporate Trust
Office of the Trustee or the Corporate Trust Office of the Trust Administrator
is located, are authorized or obligated by law or executive order to be
closed.
“Cap
Account”: The account or accounts created and maintained pursuant to Section
4.08. The Cap Account must be an Eligible Account.
“Cap
Administration Agreement”: As defined in Section 4.01.
“Cap
Administrator”: Citibank, N.A.
“Cap
Contract”: The cap contract between the Cap Trustee on behalf of the Cap Trust
and the Cap Provider in the form attached hereto as Exhibit I.
“Cap
Provider”: Swiss Re Financial Products Corporation.
“Cap
Trust”: As defined in Section 4.08.
“Cap
Trustee”: Citibank, N.A.
“Cash-out
Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of
the principal balance of any existing first mortgage on the related Mortgaged
Property and related closing costs, and were used to pay any such existing
first
mortgage, related closing costs and subordinate mortgages on the related
Mortgaged Property.
“Certificate”:
Any one of the Citigroup Mortgage Loan Trust 2006-HE2, Asset-Backed Pass-Through
Certificates, Series 2006-HE2, issued under this Agreement.
“Certificate
Factor”: With respect to any Class of Certificates as of any Distribution Date,
a fraction, expressed as a decimal carried to six places, the numerator of
which
is the aggregate Certificate Principal Balance (or the Notional Amount, in
the
case of the Class CE Certificates) of such Class of Certificates on such
Distribution Date (after giving effect to any distributions of principal
and
allocations of Realized Losses and Extraordinary Trust Fund Expenses in
reduction of the Certificate Principal Balance (or the Notional Amount, in
the
case of the Class CE Certificates) of such Class of Certificates to be made
on
such Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case of the
Class
CE Certificates) of such Class of Certificates as of the Closing
Date.
“Certificate
Margin”: With respect to the Floating Rate Certificates and for purposes of the
Marker Rate and the Maximum I-LTZZ Uncertificated Interest Deferral Amount,
the
specified REMIC I Regular Interest as follows:
|
Class
|
REMIC
I Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
X-0
|
X-XXX0
|
0.140
|
0.280
|
|
A-2A
|
I-LTA2A
|
0.050
|
0.100
|
|
X-0X
|
X-XXX0X
|
0.000
|
0.000
|
|
X-0X
|
X-XXX0X
|
0.150
|
0.300
|
|
A-2D
|
I-LTA2D
|
0.240
|
0.480
|
|
M-1
|
I-LTM1
|
0.290
|
0.435
|
|
M-2
|
I-LTM1
|
0.300
|
0.450
|
|
M-3
|
I-LTM3
|
0.320
|
0.480
|
|
M-4
|
I-LTM4
|
0.380
|
0.570
|
|
M-5
|
I-LTM5
|
0.410
|
0.615
|
|
M-6
|
I-LTM6
|
0.460
|
0.690
|
|
M-7
|
I-LTM7
|
0.850
|
1.275
|
|
M-8
|
I-LTM8
|
1.100
|
1.650
|
|
M-9
|
I-LTM9
|
1.900
|
2.850
|
|
M-10
|
I-LTM10
|
2.000
|
3.000
|
__________
(1) For
each
Interest Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
each
other Interest Accrual Period.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor or a Servicer
or any Affiliate thereof shall be deemed not to be outstanding and the Voting
Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any
such
consent has been obtained, except as otherwise provided in Section 11.01.
The
Trustee and the Trust Administrator may conclusively rely upon a certificate
of
the Depositor or a Servicer in determining whether a Certificate is held
by an
Affiliate thereof. All references herein to “Holders” or “Certificateholders”
shall reflect the rights of Certificate Owners as they may indirectly exercise
such rights through the Depository and participating members thereof, except
as
otherwise specified herein; provided, however, that the Trustee and the Trust
Administrator shall be required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a Certificate is registered in
the Certificate Register.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent.
“Certificate
Principal Balance”: With respect to each Class A Certificate, Mezzanine
Certificate or Class P Certificate as of any date of determination, the
Certificate Principal Balance of such Certificate on the Distribution Date
immediately prior to such date of determination plus any Subsequent Recoveries
added to the Certificate Principal Balance of such Certificate pursuant to
Section 4.01, minus all distributions allocable to principal made thereon
and,
in the case of the Mezzanine Certificates, Realized Losses allocated thereto
on
such immediately prior Distribution Date (or, in the case of any date of
determination up to and including the first Distribution Date, the initial
Certificate Principal Balance of such Certificate, as stated on the face
thereof). With respect to the Class CE Certificates as of any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine Certificates
and
the Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained pursuant to
Section 5.02. Citibank, N.A. will act as Certificate Registrar, for so long
as
it is Trust Administrator under this Agreement.
“Citibank”:
Citibank, N.A.
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
A-1 Certificates”: Any one of the Class A-1 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
A-2A Certificates”: Any one of the Class A-2A Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in
the
form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC
II
for purposes of the REMIC Provisions.
“Class
A-2B Certificates”: Any one of the Class A-2B Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in
the
form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC
II
for purposes of the REMIC Provisions.
“Class
A-2C Certificates”: Any one of the Class A-2C Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in
the
form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC
II
for purposes of the REMIC Provisions.
“Class
A-2D Certificates”: Any one of the Class A-2D Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in
the
form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC
II
for purposes of the REMIC Provisions.
“Class
A
Certificates”: Collectively, the Class A-1 Certificates, the Class A-2A
Certificates, the Class A-2B Certificates, the Class A-2C Certificates and
the
Class A-2D Certificates.
“Class
CE
Certificate”: Any one of the Class CE Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-16 and evidencing a Regular Interest in REMIC III for purposes
of
the REMIC Provisions.
“Class
CE
Interest”: An uncertificated interest in the Trust Fund held by the Trust
Administrator on behalf of the Holders of the Class CE Certificates, evidencing
a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-6 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
M-1 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount
on
such Distribution Date) and (ii) the Certificate Principal Balance of the
Class
M-1 Certificates immediately prior to such Distribution Date over (y) the
lesser
of (A) the product of (i) approximately 64.40% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-7 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
M-2 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date) and (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 71.30% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-8 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
M-3 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date) and (iv) the Certificate Principal Balance of the Class
M-3
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 75.50% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-9 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date) and (v) the Certificate Principal Balance of the Class
M-4
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 79.00% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-10 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.
“Class
M-5 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date) and (vi) the Certificate Principal Balance of the Class
M-5
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 82.50% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-11 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.
“Class
M-6 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distributions of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date) and (vii) the Certificate Principal Balance of the Class
M-6
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 85.70% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-12 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.
“Class
M-7 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class
M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date) and (viii) the Certificate Principal Balance of the Class
M-7
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 88.40% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-13 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.
“Class
M-8 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class
M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class
M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date) and (viii) the Certificate Principal Balance of the Class
M-8
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 90.40% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-14 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.
“Class
M-9 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class
M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class
M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date) and (x) the Certificate Principal Balance of the Class
M-9
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 93.00% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in
the
form annexed hereto as Exhibit A-15 and evidencing a Regular Interest in
REMIC
II for purposes of the REMIC Provisions.
“Class
M-10 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class
M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class
M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-9 Principal Distribution Amount on
such
Distribution Date) and (xi) the Certificate Principal Balance of the Class
M-10
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 95.50% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Class
P
Certificate”: Any one of the Class P Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-17 and evidencing a Regular Interest in REMIC IV for purposes
of
the REMIC Provisions.
“Class
P
Interest”: An uncertificated interest in the Trust Fund held by the Trust
Administrator on behalf of the Holders of the Class P Certificates, evidencing
a
Regular Interest in REMIC II for purposes of the REMIC Provisions.
“Class
R
Certificate”: Any one of the Class R Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-18 and evidencing the ownership of the Class R-I Interest and
the
Class R-II Interest.
“Class
R-X Certificate”: Any one of the Class R-X Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-19 and evidencing the ownership of the Class R-III Interest
and the Class R-IV Interest.
“Class
R-I Interest”: The uncertificated Residual Interest in REMIC I.
“Class
R-II Interest”: The uncertificated Residual Interest in REMIC II.
“Class
R-III Interest”: The uncertificated Residual Interest in REMIC III.
“Class
R-IV Interest”: The uncertificated Residual Interest in REMIC IV.
“Closing
Date”: August 30, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained, or caused to be
created and maintained, by each Servicer pursuant to Section 3.10(a), which
shall be entitled (i) “Chase Home Finance, LLC as subservicer for JPMorgan Chase
Bank, National Association, as a Servicer for U.S. Bank National Association,
as
Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust
2006-HE2, Asset-Backed Pass-Through Certificates, Series 2006-HE2, Mortgage
Pass-Through Certificates”, (ii) “Ameriquest Mortgage Company, as a Servicer for
U.S. Bank National Association, as Trustee, in trust for the registered holders
of Citigroup Mortgage Loan Trust 2006-HE2, Asset-Backed Pass-Through
Certificates, Series 2006-HE2, Mortgage Pass-Through Certificates” and (iii)
“Xxxxx Fargo Bank, N.A., as a Servicer for U.S. Bank National Association,
as
Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust
2006-HE2, Asset-Backed Pass-Through Certificates, Series 2006-HE2, Mortgage
Pass-Through Certificates.” Each Collection Account must be an Eligible
Account.
“Commission”:
The Securities and Exchange Commission.
“Compensating
Interest Payment”: With respect to any Distribution Date and the Mortgage Loans
for which a Principal Prepayment in full or in part was received during the
related Prepayment Period, an amount equal to the lesser of (A) the aggregate
of
the Prepayment Interest Shortfalls for the related Distribution Date and
(B) the
aggregate Servicing Fee to be paid to or retained by the related Servicer
for
such Distribution Date.
“Corresponding
Certificate”: With respect to each REMIC I Regular Interest, the Class of
Regular Certificates listed below:
|
REMIC
I Regular Interest
|
Class
|
|
I-LTA1
|
Class
A-1
|
|
I-LTA2A
|
Class
A-2A
|
|
I-LTA2B
|
Class
X-0X
|
|
X-XXX0X
|
Xxxxx
X-0X
|
|
X-XXX0X
|
Class
A-2D
|
|
I-LTM1
|
Class
M-1
|
|
I-LTM2
|
Class
M-2
|
|
I-LTM3
|
Class
M-3
|
|
I-LTM4
|
Class
M-4
|
|
I-LTM5
|
Class
M-5
|
|
I-LTM6
|
Class
M-6
|
|
I-LTM7
|
Class
M-7
|
|
I-LTM8
|
Class
M-8
|
|
I-LTM9
|
Class
M-9
|
|
I-LTM10
|
Class
M-10
|
|
I-LTP
|
Class
P
|
“Corporate
Trust Office”: The principal corporate trust office of the Trustee or the Trust
Administrator at which at any particular time its corporate trust business
in
connection with this Agreement shall be administered, which office, with
respect
to the Trust Administrator, at the date of the execution of this instrument
is
located at 000 Xxxxxxxxx, 00xx
Xxxxx,
Xxx Xxxx Xxx Xxxx 00000, or such other address as the Trust Administrator
may
designate from time to time by notice to the Certificateholders, the Depositor,
each Servicer and the Trustee and, with respect to the Trustee, at the date
of
the execution of this instrument is located at Xxx Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Structured Finance/CMLTI 2006-HE2, or such
other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, each Servicer and the Trust
Administrator.
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., formerly known as The
Murrayhill Company, a Colorado corporation, and its successors and
assigns.
“Credit
Risk Management Agreement”: The respective agreements between the Credit Risk
Manager and a Servicer regarding the loss mitigation and advisory services
to be
provided by the Credit Risk Manager.
“Credit
Risk Manager Fee”: With respect to any Distribution Date, an amount equal to the
Credit Risk Manager Fee Rate accrued for one month on the aggregate Stated
Principal Balance of the Mortgage Loans as of the first day of the related
Due
Period.
“Credit
Risk Manager Fee Rate”: 0.015% per annum.
“Custodian”:
A document custodian appointed by the Trustee to perform (or in the case
of the
related initial Custodian otherwise engaged to perform) custodial duties
with
respect to the Mortgage Files. The initial 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 related initial
Custodian, the applicable agreement pursuant to which the related initial
Custodian performs its custodial duties with respect to the Mortgage
Files.
“Cut-off
Date”: With respect to each Original Mortgage Loan, August 1, 2006. With respect
to all Qualified Substitute Mortgage Loans, their respective dates of
substitution. References herein to the “Cut-off Date,” when used with respect to
more than one Mortgage Loan, shall be to the respective Cut-off Dates for
such
Mortgage Loans.
“DBRS”:
Dominion Bond Ratings Service, or its successor in interest.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less
than
the then outstanding Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: As of the last day of the related Due Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate Stated
Principal Balance of the Mortgage Loans that, as of the last day of the previous
calendar month, are 60 or more days delinquent, are in foreclosure, have
been
converted to REO Properties or in bankruptcy (and delinquent 60 days or more),
and the denominator of which is the aggregate Stated Principal Balance of
the
Mortgage Loans and REO Properties as of the last day of the previous calendar
month.
“Depositor”:
Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor
in
interest.
“Depository”:
The Depository Trust Company, or any successor Depository hereafter named.
The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is CEDE & Co. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
“Depository
Institution”: Any depository institution or trust company, including the Trustee
and the Trust Administrator, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision
and
examination by federal or state banking authorities and (c) has, or is a
subsidiary of a holding company that has, an outstanding unsecured commercial
paper or other short-term unsecured debt obligations that are rated in the
highest rating category (P-1 by Xxxxx’x, F-1 by Fitch and A-1 by S&P) by the
Rating Agencies (or a comparable rating if S&P, Xxxxx’x and Fitch are not
the Rating Agencies).
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With
respect Ameriquest and each Distribution Date, the 10th
day of
the calendar month in which such Distribution Date occurs or, if such
10th
day is
not a Business Day, the Business Day immediately preceding such 10th
day.
With respect JPMorgan and each
Distribution Date, the 15th
day of
the calendar month in which such Distribution Date occurs or, if such
15th
day is
not a Business Day, the Business Day immediately preceding such 15th
day.
With
respect Xxxxx Fargo and each Distribution Date, the 17th
day of
the calendar month in which such Distribution Date occurs or, if such
17th
day is
not a Business Day, the Business Day immediately preceding such 17th
day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by REMIC I, other than through an Independent
Contractor; provided, however, that the Trustee (or a Servicer on behalf
of the
Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or a Servicer on behalf of the Trustee) establishes
rental
terms, chooses tenants, enters into or renews leases, deals with taxes and
insurance, or makes decisions as to repairs or capital expenditures with
respect
to such REO Property.
“Disqualified
Organization”: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for Xxxxxxx Mac, a majority of its board of directors is not selected by
such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax
imposed by Section 511 of the Code on unrelated business taxable income),
(iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
of
the Code, (v) an “electing large partnership” within the meaning of Section 775
of the Code and (vi) any other Person so designated by the Trustee or Trust
Administrator based upon an Opinion of Counsel that the holding of an Ownership
Interest in a Residual Certificate by such Person may cause any REMIC or
any
Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Residual Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
“Distribution
Account”: The trust account or accounts created and maintained by the Trust
Administrator pursuant to Section 3.10(b) which shall be entitled “Citibank,
N.A., as Trust Administrator for U.S. Bank National Association as Trustee,
in
trust for the registered holders of Citigroup Mortgage Loan Trust 2006-HE2,
Asset-Backed Pass-Through Certificates, Series 2006-HE2.” 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 September
2006.
“DOL”:
The United States Department of Labor or any successor in interest.
“DOL
Regulations”: The regulations promulgated by the DOL at 29
C.F.R.ss.2510.3-101.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a Depository
Institution, (ii) an account or accounts the deposits in which are fully
insured
by the FDIC, (iii) a trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or
trust
company acting in its fiduciary capacity or (iv) an account otherwise acceptable
to each Rating Agency without reduction or withdrawal of their then current
ratings of the Certificates as evidenced by a letter from each Rating Agency
to
the Trustee and Trust Administrator. Eligible Accounts may bear
interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Estate
in Real Property”: A fee simple estate in a parcel of land.
“Excess
Overcollateralized Amount”: With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, the excess, if any, of
(i) the
Overcollateralized Amount for such Distribution Date (calculated for this
purpose only after assuming that 100% of the Principal Remittance Amount
on such
Distribution Date has been distributed) over (ii) the Overcollateralization
Target Amount for such Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Expense
Adjusted Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the
related REO Property) as of any date of determination, a per annum rate of
interest equal to the then applicable Maximum Mortgage Rate (or Mortgage
Rate,
in the case of any fixed-rate Mortgage Loan) for such Mortgage Loan minus
the
sum of the (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee
Rate.
“Expense
Adjusted Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
Property) as of any date of determination, a per annum rate of interest equal
to
the then applicable Mortgage Rate for such Mortgage Loan minus the sum of
the
(i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee
Rate.
“Extraordinary
Trust Fund Expenses”: Any amounts reimbursable to each Servicer or the Depositor
pursuant to Section 6.03, any amounts payable from the Distribution Account
in
respect of taxes pursuant to Section 10.01(g)(iii), any amounts reimbursable
to
the Trustee, the Trust Administrator or a Custodian from the Trust Fund pursuant
to Section 2.01 or Section 8.05 and any other costs, expenses, liabilities
and
losses borne by the Trust Fund (exclusive of any cost, expense, liability
or
loss that is specific to a particular Mortgage Loan or REO Property and is
taken
into account in calculating a Realized Loss in respect thereof) for which
the
Trust Fund has not and, in the reasonable good faith judgment of the Trust
Administrator, shall not, obtain reimbursement or indemnification from any
other
Person.
“Xxxxxx
Xxx”: Xxxxxx Xxx, formerly known as the Federal National Mortgage Association,
or any successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the related
Originator, the Sponsor, the Depositor or a Servicer pursuant to or as
contemplated by Section 2.03 or Section 9.01), a determination made by the
related Servicer that all Liquidation Proceeds have been recovered. Each
Servicer shall maintain records of each Final Recovery Determination made
thereby.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Floating
Rate Certificates”: The Class A Certificates and the Mezzanine
Certificates.
“Formula
Rate”: With
respect to any Distribution Date and each Class of Floating Rate Certificates,
the lesser of (i) One-Month LIBOR plus the related Certificate Margin and
(ii)
the related Maximum Cap Rate.
“Xxxxxxx
Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage
Note
used to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.
“Group
I
Allocation Percentage”: With respect to the Group I Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator
of
which is (x) the Group I Principal Remittance Amount for such Distribution
Date
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
“Group
I
Certificates”: The Class A-1 Certificates.
“Group
I
Interest Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount for the related Distribution Date that represents
interest received or advanced on the Group I Mortgage Loans and Compensating
Interest Payments on the Group I Mortgage Loans (net of Servicing Fees and
Credit Risk Manager Fees).
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. All Group I Mortgage
Loans have a principal balance at origination that conforms to Xxxxxxx Mac
loan
limits.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the principal portion of each Monthly Payment due on the Group I Mortgage
Loans during the related Due Period, whether or not received on or prior
to the
related Determination Date; (ii) the Stated Principal Balance of any Group
I
Mortgage Loan that was purchased during the related Prepayment Period pursuant
to or as contemplated by Section 2.03 or Section 9.01 and the amount of any
shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received on the Group I Mortgage Loans during the related
Prepayment Period, net of any portion thereof that represents a recovery
of
principal for which an Advance was made by the Servicer pursuant to Section
4.03
in respect of a preceding Distribution Date and (iv) the Group I Allocation
Percentage of any Overcollateralization Increase Amount for such Distribution
Date minus (v) the Group I Allocation Percentage of any Overcollateralization
Reduction Amount for such Distribution Date. In no event will the Principal
Distribution Amount with respect to any Distribution Date be (x) less than
zero
or (y) greater than the then outstanding aggregate Certificate Principal
Balance
of the Floating Rate Certificates.
“Group
I
Principal Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount equal to the sum of the amounts set forth in
(i)
through (iii) of the definition of Group I Principal Distribution
Amount.
“Group
I
Senior Principal Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the aggregate Certificate Principal Balance of the Group
I
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 57.00% and (ii) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess, if any, of the aggregate Stated Principal Balance
of
the Group I Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) over 0.50% of the
aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
Cut-off Date.
“Group
II
Allocation Percentage”: With respect to the Group II Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator
of
which is (x) the Group II Principal Remittance Amount for such Distribution
Date
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
“Group
II
Certificates”: The Class A-2A, Class A-2B, Class A-2C and Class A-2D
Certificates.
“Group
II
Interest Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount for the related Distribution Date that represents
interest received or advanced on the Group II Mortgage Loans and Compensating
Interest Payments on the Group II Mortgage Loans (net of Servicing Fees and
Credit Risk Manager Fees).
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group II. All Group II Mortgage
Loans have a principal balance at origination that may or may not conform
to
Xxxxxxx Mac loan limits.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the principal portion of each Monthly Payment due on the Group II
Mortgage Loans during the related Due Period, whether or not received on
or
prior to the related Determination Date; (ii) the Stated Principal Balance
of
any Group II Mortgage Loan that was purchased during the related Prepayment
Period pursuant to or as contemplated by Section 2.03 or Section 9.01 and
the
amount of any shortfall deposited in the Collection Account in connection
with
the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during
the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received on the Group II Mortgage Loans during the related
Prepayment Period, net of any portion thereof that represents a recovery
of
principal for which an Advance was made by the Servicer pursuant to Section
4.03
in respect of a preceding Distribution Date and (iv) the Group II Allocation
Percentage of any Overcollateralization Increase Amount for such Distribution
Date minus (v) the Group II Allocation Percentage of any Overcollateralization
Reduction Amount for such Distribution Date. In no event will the Principal
Distribution Amount with respect to any Distribution Date be (x) less than
zero
or (y) greater than the then outstanding aggregate Certificate Principal
Balance
of the Floating Rate Certificates.
“Group
II
Principal Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount equal to the sum of the amounts set forth in
(i)
through (iii) of the definition of Group II Principal Distribution
Amount.
“Group
II
Senior Principal Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the aggregate Certificate Principal Balance of the Group
II
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 57.00% and (ii) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess, if any, of the aggregate Stated Principal Balance
of
the Group II Mortgage Loans as of the last day of the related Due Period
(after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) over 0.50% of the
aggregate Stated Principal Balance of the Group II Mortgage Loans as of the
Cut-off Date.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine Certificates
then outstanding with a Certificate Principal Balance greater than zero,
with
the highest priority for payments pursuant to Section 4.01, in the following
order: Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6,
Class
M-7, Class M-8, Class M-9 and Class M-10 Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class CE
Certificates, the Class P Certificates and/or the Residual Certificates (or
any
portion thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicers and their respective
Affiliates, (b) does not have any direct financial interest in or any material
indirect financial interest in the Depositor, the Servicers or any Affiliate
thereof, and (c) is not connected with the Depositor, the Servicers or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Depositor, the Servicers
or any Affiliate thereof merely because such Person is the beneficial owner
of
1% or less of any class of securities issued by the Depositor or the Servicers
or any Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than a Servicer) that would be an
“independent contractor” with respect to any REMIC within the meaning of Section
856(d)(3) of the Code if any REMIC were a real estate investment trust (except
that the ownership tests set forth in that section shall be considered to
be met
by any Person that owns, directly or indirectly, 35% or more of any Class
of
Certificates), so long as any REMIC does not receive or derive any income
from
such Person and provided that the relationship between such Person and any
REMIC
is at arm’s length, all within the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other Person (including a Servicer) if the Trust
Administrator has received an Opinion of Counsel for the benefit of the Trustee
and the Trust Administrator to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a)
of
the Code), or cause any income realized in respect of such REO Property to
fail
to qualify as Rents from Real Property.
“Index”:
With respect to each Adjustable-Rate Mortgage Loan and each related Adjustment
Date, the index specified in the related Mortgage Note.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan, to the extent such proceeds are not to be applied
to
the restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the related Servicer would follow
in
servicing mortgage loans held for its own account, subject to the terms and
conditions of the related Mortgage Note and Mortgage.
“Interest
Accrual Period”: With respect to any Distribution Date and the Floating Rate
Certificates, the period commencing on the Distribution Date of the month
immediately preceding the month in which such Distribution Date occurs (or,
in
the case of the first Distribution Date, commencing on the Closing Date)
and
ending on the day preceding such Distribution Date. With respect to any
Distribution Date and the Class CE Certificates and the REMIC Regular Interests,
the one-month period ending on the last day of the calendar month preceding
the
month in which such Distribution Date occurs.
“Interest
Carry Forward Amount”: With respect to any Distribution Date and the Class A
Certificates or the Mezzanine Certificates, the sum of (i) the amount, if
any,
by which (a) the Interest Distribution Amount for such Class of Certificates
as
of the immediately preceding Distribution Date exceeded (b) the actual amount
distributed on such Class of Certificates in respect of interest on such
immediately preceding Distribution Date, (ii) the amount of any Interest
Carry
Forward Amount for such Class of Certificates remaining unpaid from the previous
Distribution Date and (iii) accrued interest on the sum of (i) and (ii) above
calculated at the related Pass-Through Rate for the most recently ended Interest
Accrual Period.
“Interest
Determination Date”: With respect to the Floating Rate Certificates and for
purposes of the definition of Marker Rate and Maximum I-LTZZ Uncertificated
Interest Deferral Amount, REMIC I Regular Interest I-LTA1, REMIC I Regular
Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest
I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular Interest I-LTM1,
REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10,
and any Interest Accrual Period therefor, the second London Business Day
preceding the commencement of such Interest Accrual Period.
“Interest
Distribution Amount”: With respect to any Floating Rate Certificate and the
Class CE Certificates and each Distribution Date, interest accrued during
the
related Interest Accrual Period at the Pass-Through Rate for such Certificate
for such Distribution Date on the Certificate Principal Balance, in the case
of
the Floating Rate Certificates, or on the Notional Amount, in the case of
the
Class CE Certificates, of such Certificate immediately prior to such
Distribution Date. The Class P Certificates are not entitled to distributions
in
respect of interest and, accordingly, shall not accrue interest. All
distributions of interest on the Floating Rate Certificates shall be calculated
on the basis of a 360-day year and the actual number of days in the applicable
Interest Accrual Period. All distributions of interest on the Class CE
Certificates shall be based on a 360-day year consisting of twelve 30-day
months. The Interest Distribution Amount with respect to each Distribution
Date,
as to any Floating Rate Certificate or the Class CE Certificates, shall be
reduced by an amount equal to the portion allocable to such Certificate pursuant
to Section 1.02 hereof of the sum of (a) the aggregate Prepayment Interest
Shortfall, if any, for such Distribution Date to the extent not covered by
payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief
Act
Interest Shortfall, if any, for such Distribution Date.
“JPMorgan”:
JPMorgan Chase Bank, National Association.
“JPMorgan
Mortgage Loans”: The Mortgage Loans serviced by JPMorgan.
“JPMorgan
Servicing Standard”: The servicing and administration of the JPMorgan Mortgage
Loans (a) in the same manner in which, and with the same care, skill, prudence
and diligence with which, JPMorgan services and administers similar mortgage
loans with similar mortgagors (i) for other third-parties, giving due
consideration to customary and usual standards of practice of prudent
institutional residential mortgage lenders servicing their own loans or (ii)
held in JPMorgan’s own portfolio, whichever standard is higher, and, in either
case, giving due consideration to customary and usual standards or practice
of
mortgage lenders and loan servicers servicing and administering similar mortgage
loans, (b) with a view to the maximization of the recovery of the JPMorgan
Mortgage Loans on a net present value basis and the best interests of the
Certificateholders, (c) without regard to (i) any relationship that JPMorgan
or
any Affiliate may have with the related Mortgagor or any other party to the
transaction; (ii) the right of JPMorgan to receive compensation or other
fees
for its services rendered pursuant to this Agreement; (iii) the obligation
of
JPMorgan to make Servicing Advances; (iv) the ownership, servicing or management
by JPMorgan or any Affiliate thereof for others of any other mortgage loans
or
mortgage properties; and (v) any debt that JPMorgan or any Affiliate of JPMorgan
has extended to any Mortgagor or any Affiliate of such Mortgagor and (d)
in
accordance with all applicable state, local and federal laws, rules and
regulations.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any Due Period, whether as
late
payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds,
Subsequent Recoveries or otherwise, which represent late payments or collections
of principal and/or interest due (without regard to any acceleration of payments
under the related Mortgage and Mortgage Note) but delinquent for such Due
Period
and not previously recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to
such Mortgage Loan; or (iii) such Mortgage Loan is removed from any REMIC
by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03 or Section 9.01. With respect to any REO Property, either
of the
following events: (i) a Final Recovery Determination is made as to such REO
Property; or (ii) such REO Property is removed from REMIC I by reason of
its
being purchased pursuant to Section 9.01.
“Liquidation
Proceeds”: The amount (including any Insurance Proceeds or amounts received in
respect of the rental of any REO Property prior to REO Disposition) received
by
the related Servicer in connection with (i) the taking of all or a part of
a
Mortgaged Property by exercise of the power of eminent domain or condemnation,
(ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale,
foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale
of
a Mortgage Loan or an REO Property pursuant to or as contemplated by Section
2.03, Section 3.23 or Section 9.01.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the related
Mortgage Loan at such date and the denominator of which is the Value of the
related Mortgaged Property.
“Loan
Group”: Loan Group I or Loan Group II, as the context requires.
“Loan
Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group I.
“Loan
Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group II.
“London
Business Day”: Any day on which banks in the City of London and New York are
open and conducting transactions in United States dollars.
“Marker
Rate”: With respect to the Class CE Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the REMIC I Remittance
Rate for REMIC
I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9,
REMIC I
Regular Interest I-LTM10 and REMIC I Regular Interest I-LTZZ, with the rate
on
each such REMIC I Regular Interest (other than REMIC I Regular Interest I-LTZZ)
subject to a cap equal to the lesser of (i) One-Month LIBOR plus the related
Certificate Margin for the related Corresponding Certificate and (ii) the
related Net WAC Pass-Through Rate for the related Corresponding Certificate
for
the purpose of this calculation for such Distribution Date and with the rate
on
REMIC I Regular Interest I-LTZZ subject to a cap of zero for the purpose
of this
calculation; provided, however, each such cap shall be multiplied by a fraction,
the numerator of which is the actual number of days elapsed in the related
Interest Accrual Period and the denominator of which is 30.
“Master
Agreement”: Any of the Master Mortgage Loan Purchase and Interim Servicing
Agreements between the related Originator and the Sponsor.
“Maximum
Cap Rate”: For any Distribution Date with respect to the Group I Certificates,
the sum of (A) a per annum rate equal to the product of (x) the weighted
average
of the Expense Adjusted Maximum Mortgage Rates of the Group I Mortgage Loans,
weighted on the basis of the outstanding Stated Principal Balances of the
Group
I Mortgage Loans as of the first day of the month preceding the month of
such
Distribution Date (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days elapsed in the related Interest Accrual
Period and (B) a per annum rate equal to the product of (x) the payment made
by
the Cap Provider divided by the aggregate Stated Principal Balance of the
Mortgage Loans and (y) 12.
For
any
Distribution Date with respect to the Group II Certificates, the sum of (A)
a
per annum rate equal to the product of (x) the weighted average of the Expense
Adjusted Maximum Mortgage Rates of the Group II Mortgage Loans, weighted
on the
basis of the outstanding Stated Principal Balances of the Group II Mortgage
Loans as of the first day of the month preceding the month of such Distribution
Date (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(y)
a fraction, the numerator of which is 30 and the denominator of which is
the
actual number of days elapsed in the related Interest Accrual Period and
(B) a
per annum rate equal to the product of (x) the payment made by the Cap Provider
divided by the aggregate Stated Principal Balance of the Mortgage Loans and
(y)
12.
For
any
Distribution Date with respect to the Mezzanine Certificates, a per annum
rate
equal to the weighted average (weighted on the basis of the results of
subtracting from the aggregate Stated Principal Balance of the applicable
Loan
Group, the current Certificate Principal Balance of the related Class A
Certificates) of the Maximum Cap Rate for the Group I Mortgage Loans and
the
Maximum Cap Rate for the Group II Mortgage Loans, in each case, weighted
on the
basis of the outstanding Stated Principal Balances of the related Mortgage
Loans
as of the first day of the month preceding the month of such Distribution
Date
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period).
“Maximum
I-LTZZ Uncertificated Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the REMIC I Remittance
Rate applicable to REMIC I Regular Interest I-LTZZ for such Distribution
Date on
a balance equal to the Uncertificated Balance of REMIC I Regular Interest
I-LTZZ
minus the REMIC I Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Interest on REMIC I Regular Interest I-LTA1,
REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC
I
Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
REMIC
I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest
I-LTM10 for such Distribution Date, with the rate on each such REMIC I Regular
Interest subject to a cap equal to the lesser of (i) One-Month LIBOR plus
the
related Certificate Margin for the related Corresponding Certificate and
(ii)
the related Net WAC Pass-Through Rate for the related Corresponding Certificate;
provided, however, each cap shall be multiplied by a fraction, the numerator
of
which is the actual number of days elapsed in the related Interest Accrual
Period and the denominator of which is 30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage
Rate
thereunder.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS
System”: The system of recording transfers of Mortgages electronically
maintained by MERS.
“Mezzanine
Certificates”: Collectively,
the
Class M-1 Certificates,
the
Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates,
the Class M-8 Certificates, the Class M-9 Certificates and the Class M-10
Certificates.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS System.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage
Rate
thereunder.
“MOM
Loan”: With respect to any Mortgage Loans registered with MERS on the MERS®
System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee
for the originator of such Mortgage Loan and its successors and assigns,
at the
origination thereof.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and/or interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined:
(a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Servicer
pursuant to Section 3.07; and (c) on the assumption that all other amounts,
if
any, due under such Mortgage Loan are paid when due.
“Moody’s”:
Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first or second
lien
on, or first priority security interest in, a Mortgaged Property securing
a
Mortgage Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) of this Agreement, as from time to time held
as
a part of REMIC I, the Mortgage Loans so held being identified in the Mortgage
Loan Schedule.
“Mortgage
Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of
August 8, 2006 between the Depositor and the Sponsor, a form of which is
attached hereto as part of Exhibit D.
“Mortgage
Loan Remittance Rate”: With respect to any Mortgage Loan or REO Property, as of
any date of determination, the then applicable Mortgage Rate in respect thereof
net of the Servicing Fee Rate.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
on such date, separately identifying the Group I Mortgage Loans and the Group
II
Mortgage Loans, attached hereto as Schedule 1. The Mortgage Loan Schedule
shall
set forth the following information with respect to each Mortgage
Loan:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating whether the Mortgaged Property is owner-occupied;
(iii) the
type
of Residential Dwelling constituting the Mortgaged Property;
(iv) the
original months to maturity;
(v) the
original date of the mortgage;
(vi) the
Loan-to-Value Ratio at origination;
(vii) the
Mortgage Rate in effect immediately following the Cut-off Date;
(viii) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(ix) the
stated maturity date;
(x) the
amount of the Monthly Payment at origination;
(xi) the
amount of the Monthly Payment as of the Cut-off Date;
(xii) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid Stated
Principal Balance;
(xiii) the
original principal amount of the Mortgage Loan;
(xiv) the
Scheduled Principal Balance of the Mortgage Loan as of the close of business
on
the Cut-off Date;
(xv) a
code
indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term
Refinancing, Cash-Out Refinancing);
(xvi) a
code
indicating the documentation style (i.e., full, alternative or
reduced);
(xvii) the
Value
of the Mortgaged Property;
(xviii) the
sale
price of the Mortgaged Property, if applicable;
(xix) the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
(xx) the
Servicing Fee Rate;
(xxi) the
term
of the Prepayment Charge , if any;
(xxii) the
percentage of the principal balance covered by lender paid mortgage insurance,
if any; and
(xxiii) with
respect to each Adjustable-Rate Mortgage Loan, the Adjustment Dates, the
Gross
Margin, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Periodic
Rate
Cap, the maximum first Adjustment Date Mortgage Rate adjustment, the first
Adjustment Date immediately following the origination date and the rounding
code
(i.e., nearest 0.125%, next highest 0.125%).
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans by Loan Group and in the aggregate as of the Cut-off Date:
(1) the number of Mortgage Loans; (2) the current principal balance of the
Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; (5) the Scheduled
Principal Balance of the Mortgage Loans as of the close of business on the
Cut-off Date (not taking into account any Principal Prepayments received
on the
Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off
Date.
The Mortgage Loan Schedule shall be amended from time to time by the Depositor
in accordance with the provisions of this Agreement. With respect to any
Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related
Cut-off Date for such Mortgage Loan, determined in accordance with the
definition of Cut-off Date herein.
“Mortgage
Note”: The original executed note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage
Rate”: With respect to each Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan from time to time in accordance with the
provisions of the related Mortgage Note, without regard to any reduction
thereof
as a result of a Debt Service Reduction or operation of the Relief Act, which
rate (i) with respect to each fixed-rate Mortgage Loan shall remain constant
at
the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in
effect
immediately following the Cut-off Date and (ii) with respect to the
Adjustable-Rate Mortgage Loans, (A) as of any date of determination until
the
first Adjustment Date following the Cut-off Date shall be the rate set forth
in
the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
the Cut-off Date and (B) as of any date of determination thereafter shall
be the
rate as adjusted on the most recent Adjustment Date equal to the sum, rounded
as
provided in the Mortgage Note, of the Index, as published as of a date prior
to
the Adjustment Date as set forth in the related Mortgage Note, plus the related
Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate Mortgage
Loan on any Adjustment Date shall never be more than the lesser of (i) the
sum
of the Mortgage Rate in effect immediately prior to the Adjustment Date plus
the
related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage
Rate,
and shall never be less than the greater of (i) the Mortgage Rate in effect
immediately prior to the Adjustment Date less the Periodic Rate Cap, if any,
and
(ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan
that
becomes an REO Property, as of any date of determination, the annual rate
determined in accordance with the immediately preceding sentence as of the
date
such Mortgage Loan became an REO Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a Residential
Dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
any Overcollateralization Reduction Amount and (ii) the excess of (x) the
Available Distribution Amount for such Distribution Date over (y) the sum
for
such Distribution Date of (A) the Senior Interest Distribution Amounts
distributable to the holders of the Class A Certificates and the Interest
Distribution Amounts distributable to the holders of the Mezzanine Certificates
and (B) the Principal Remittance Amount.
“Net
WAC
Pass-Through Rate”: For any Distribution Date with respect to the Group I
Certificates, a per annum rate equal to the product of (x) the weighted average
of the Expense Adjusted Mortgage Rates of the Group I Mortgage Loans, weighted
on the basis of the outstanding Stated Principal Balances of the Group I
Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days elapsed in the related Interest Accrual
Period. For federal income tax purposes, the economic equivalent of such
rate
shall be expressed as a per annum rate equal to the product of (x) the weighted
average of the REMIC I Remittance Rate on REMIC I Regular Interest I-LT1GRP,
weighted on the basis of the Uncertificated Balance of such REMIC I Regular
Interest and (y) a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days elapsed in the related Interest Accrual
Period.
For
any
Distribution Date with respect to the Group II Certificates, a per annum
rate
equal to the product of (x) the weighted average of the Expense Adjusted
Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the
outstanding Stated Principal Balances of the Group II Mortgage Loans as of
the
first day of the month preceding the month of such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (y) a fraction,
the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Interest Accrual Period. For federal income tax
purposes, the economic equivalent of such rate shall be expressed as a per
annum
rate equal to the product of (x) the weighted average of the REMIC I Remittance
Rate on REMIC I Regular Interest I-LT2GRP, weighted on the basis of the
Uncertificated Balance of such REMIC I Regular Interest and (y) a fraction,
the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Interest Accrual Period.
For
any
Distribution Date with respect to the Mezzanine Certificates, a per annum
rate
equal to the weighted average (weighted on the basis of the results of
subtracting from the aggregate Stated Principal Balance of the applicable
Loan
Group, the Certificate Principal Balance of the related Class A Certificates)
of
(i) the weighted average of the Net WAC Pass-Through Rate for the Group I
Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (ii) the weighted average of the Net WAC Pass-Through Rate for
the
Group II Mortgage Loans as of the first day of the month preceding the month
of
such Distribution Date (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period). For federal income tax purposes, the economic equivalent of such
rate
shall be expressed as a per annum rate equal to the product of (x) the weighted
average of the REMIC I Remittance Rates on (a) REMIC I Regular Interest
I-LT1SUB, subject to a cap and a floor equal to the weighted average of the
Expense Adjusted Mortgage Rates of the Group I Mortgage Loans and (b) REMIC
I
Regular Interest I-LT2SUB, subject to a cap and a floor equal to the weighted
average of the Expense Adjusted Mortgage Rates of the Group II Mortgage Loans,
weighted on the basis of the Uncertificated Balance of each such REMIC I
Regular
Interest and (y) a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days elapsed in the related Interest Accrual
Period.
“Net
WAC
Rate Carryover Reserve Account”: The Net WAC Rate Carryover Reserve Account
established and maintained pursuant to Section 4.06.
“Net
WAC
Rate Carryover Amount”: With respect to any Distribution Date and any Class of
Floating Rate Certificates, the sum of (A) the positive excess, if any, of
(i)
the amount of interest that would have accrued on such Class of Certificates
for
such Distribution Date if the Pass-Through Rate for such Class of Certificates
for such Distribution Date were calculated at the related Formula Rate over
(ii)
the amount of interest accrued on such Class of Certificates at the related
Net
WAC Pass-Through Rate for such Distribution Date and (B) the related Net
WAC
Rate Carryover Amount for the previous Distribution Date not previously
distributed together with interest accrued on such unpaid amount for the
most
recently ended Interest Accrual Period at the Formula Rate for such Class
of
Certificates and such Distribution Date.
“New
Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
to
renegotiate the terms of such lease.
“Nonrecoverable
Advance”: Any P&I Advance or Servicing Advance previously made or proposed
to be made in respect of a Mortgage Loan or REO Property that, in the good
faith
business judgment of the related Servicer (or, with respect to JPMorgan,
in
accordance with the JPMorgan Servicing Standard) will not or, in the case
of a
proposed P&I Advance or Servicing Advance, would not be ultimately
recoverable from related late payments, Insurance Proceeds or Liquidation
Proceeds on such Mortgage Loan or REO Property as provided herein.
“Non-United
States Person”: Any Person other than a United States Person.
“Notional
Amount”: With
respect to the Class CE Interest and any Distribution Date, the aggregate
Uncertificated Balance of the REMIC I Regular Interests (other than REMIC
I
Regular Interest I-LTP for such Distribution Date.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of a Servicer, the Sponsor or the Depositor, as
applicable.
“One-Month
LIBOR”: For purposes of the Marker Rate and Maximum I-LTZZ Uncertificated
Interest Deferral Amount, REMIC
I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9
and
REMIC I Regular Interest I-LTM10, and any Interest Accrual Period therefor,
the
rate determined by the Trust Administrator on the related Interest Determination
Date on the basis of the offered rate for one-month U.S. dollar deposits,
as
such rate appears on Telerate Page 3750, Bloomberg Page BBAM or another page
of
these or any other financial reporting service in general use in the financial
services industry, as of 11:00 a.m. (London time) on such Interest Determination
Date; provided that if such rate does not appear on Telerate Page 3750, the
rate
for such date will be determined on the basis of the offered rates of the
Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London
time) on such Interest Determination Date. In such event, the Trust
Administrator will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If on such Interest Determination
Date, two or more Reference Banks provide such offered quotations, One-Month
LIBOR for the related Interest Accrual Period shall be the arithmetic mean
of
such offered quotations (rounded upwards if necessary to the nearest whole
multiple of 1/16%). If on such Interest Determination Date, fewer than two
Reference Banks provide such offered quotations, One-Month LIBOR for the
related
Interest Accrual Period shall be the higher of (i) LIBOR as determined on
the
previous Interest Determination Date and (ii) the Reserve Interest Rate.
Notwithstanding the foregoing, if, under the priorities described above,
LIBOR
for an Interest Determination Date would be based on LIBOR for the previous
Interest Determination Date for the third consecutive Interest Determination
Date, the Trust Administrator, after consultation with the Depositor, shall
select an alternative comparable index (over which the Trust Administrator
has
no control), used for determining one-month Eurodollar lending rates that
is
calculated and published (or otherwise made available) by an independent
party.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, a Servicer or the Trust Administrator
acceptable to the Trustee, if such opinion is delivered to the Trustee, or
reasonably acceptable to the Trust Administrator, if such opinion is delivered
to the Trust Administrator, except that any opinion of counsel relating to
(a)
the qualification of any Trust REMIC as a REMIC or (b) compliance with the
REMIC
Provisions must be an opinion of Independent counsel.
“Optional
Termination Date”: The Determination Date on which the aggregate Stated
Principal Balance of the Mortgage Loans and each REO Property remaining in
the
Trust Fund is less than 10% of the aggregate Stated Principal Balance of
the
Mortgage Loans as of the Cut-off Date.
“Original
Mortgage Loan”: Any Mortgage Loans included in Trust Fund as of the Closing
Date.
“Originator”:
Each of Ameriquest
Mortgage Company, Quick Loan Funding, Inc., National City Mortgage Co., Mandalay
Mortgage, LLC and MortgageIT, Inc.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the excess, if any,
of (a) the Overcollateralization Target Amount applicable to such Distribution
Date over (b) the Overcollateralized Amount applicable to such Distribution
Date
(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed).
“Overcollateralization
Increase Amount”: With respect to any Distribution Date, the lesser of (a) the
sum of (i) the Net Monthly Excess Cashflow for such Distribution Date and
(ii)
any amounts received under the Cap Contract for this purpose and (b) the
Overcollateralization Deficiency Amount for such Distribution Date (calculated
for this purpose only after assuming that 100% of the Principal Remittance
Amount on such Distribution Date has been distributed).
“Overcollateralization
Reduction Amount”: With respect to any Distribution Date, an amount equal to the
lesser of (a) the Principal Remittance Amount for such Distribution Date
and (b)
the Excess Overcollateralized Amount.
“Overcollateralization
Target Amount”: With respect to any Distribution Date, (i) prior to the Stepdown
Date, an amount equal to 2.25% of the aggregate outstanding Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the
Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
4.50% of the then current aggregate outstanding Stated Principal Balance
of the
Mortgage Loans as of the last day of the related Due Period and (y) 0.50%
of the
aggregate principal balance of the mortgage loans as of the Cut-off Date,
or
(iii) on or after the Stepdown Date and if a Trigger Event is in effect,
the
Overcollateralization Target Amount for the immediately preceding Distribution
Date. Notwithstanding the foregoing, on and after any Distribution Date
following the reduction of the aggregate Certificate Principal Balance of
the
Floating Rate Certificates to zero, the Overcollateralization Target Amount
shall be zero.
“Overcollateralized
Amount”: With respect to any Distribution Date, the excess, if any, of (a) the
aggregate Stated Principal Balances of the Mortgage Loans and REO Properties
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) over (b) the sum of the aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine Certificates
and
the Class P Certificates after
giving effect to distributions to be made on such Distribution
Date.
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: With respect to the Floating Rate Certificates and any Distribution Date,
the lesser of (x) the related Formula Rate for such Distribution Date and
(y)
the related Net WAC Pass-Through Rate for such Distribution Date.
With
respect to the Class CE Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which
is (x)
the sum of (i) 100% of the interest on REMIC I Regular Interest I-LTP and
(ii)
interest on the Uncertificated Principal Balance of each REMIC I Regular
Interest listed in clause (y) below at a rate equal to the related REMIC
I
Remittance Rate minus the Marker Rate and the denominator of which is (y)
the
aggregate Uncertificated Balance of REMIC I Regular Interest I-LTAA, REMIC
I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9,
REMIC
I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTZZ.
With
respect to the Class CE Certificates, 100% of the interest distributable
to the
Class CE Interest, expressed as a per annum rate.
“Percentage
Interest”: With respect to any Class of Certificates (other than the Residual
Certificates), the portion of the respective Class evidenced by such
Certificate, expressed as a percentage, the numerator of which is the initial
Certificate Principal Balance or Notional Amount represented by such
Certificate, and the denominator of which is the initial aggregate Certificate
Principal Balance or Notional Amount of all of the Certificates of such Class.
The Class A Certificates and the Mezzanine Certificates are issuable only
in
minimum Percentage Interests corresponding to minimum initial Certificate
Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof.
The Class P Certificates are issuable only in Percentage Interests corresponding
to initial Certificate Principal Balances of $20 and integral multiples thereof.
The Class CE Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $100,000
and
integral multiples of $1.00 in excess thereof; provided, however, that a
single
Certificate of each such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance or Notional Amount of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by
such
Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 20% and multiples
thereof.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage
Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or
the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued by the Depositor, a Servicer, the Trustee, the Trust Administrator
or any
of their respective Affiliates:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) demand
and time deposits in, certificates of deposit of, or bankers’ acceptances (which
shall each have an original maturity of not more than 90 days and, in the
case
of bankers’ acceptances, shall in no event have an original maturity of more
than 365 days or a remaining maturity of more than 30 days) denominated in
United States dollars and issued by, any Depository Institution;
(iii) repurchase
obligations with respect to any security described in clause (i) above entered
into with a Depository Institution (acting as principal);
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any state
thereof
and that are rated by the Rating Agencies in its highest long-term unsecured
rating category at the time of such investment or contractual commitment
providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than 30 days after the date of acquisition thereof) that is rated by the
Rating
Agencies that rate such securities in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units
of
money market funds, including money market funds affiliated with the Trustee,
the Trust Administrator or an Affiliate of either of them, that have been
rated
“AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch; and
(vii) if
previously confirmed in writing to the Servicers, the Trustee and the Trust
Administrator, any other demand, money market or time deposit, or any other
obligation, security or investment, as may be acceptable to the Rating Agencies
as a permitted investment of funds backing securities having ratings equivalent
to its highest initial rating of the Class A Certificates;
provided,
however, that no instrument described hereunder shall evidence either the
right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
Organization or Non-United States Person.
“Person”:
Any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“P&I
Advance”: As to any Mortgage Loan or REO Property, any advance made by a
Servicer in respect of any Distribution Date pursuant to Section
4.03.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Prepayment Period, any prepayment premium, fee or
charge payable by a Mortgagor in connection with any voluntary Principal
Prepayment on a Mortgage Loan (and in the case of the Ameriquest Mortgage
Loans,
in connection with any Principal Prepayment in full on such a Mortgage Loan)
pursuant to the terms of the related Mortgage Note (other than any Servicer
Prepayment Charge Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges included in the
Trust Fund on such date (provided by the Depositor), attached hereto as Schedule
2 (including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to
each
Prepayment Charge:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating the type of Prepayment Charge;
(iii) the
date
on which the first Monthly Payment was due on the related Mortgage
Loan;
(iv) the
term
of the related Prepayment Charge;
(v) the
original Stated Principal Balance of the related Mortgage Loan; and
(vi) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date.
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Principal Prepayment in full during the portion
of the
related Prepayment Period commencing on the first day of the calendar month
in
which the Distribution Date occurs and ending at the end of the related
Prepayment Period, an amount equal to interest (to the extent received) at
the
applicable Mortgage Rate on the amount of such Principal Prepayment for the
number of days commencing on the first day of the calendar month in which
such
Distribution Date occurs and ending on the last date through which interest
is
collected from the related Mortgagor. The Servicer may withdraw such Prepayment
Interest Excess from the Collection Account.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was during the related Prepayment Period the subject of a voluntary
Principal Prepayment occurring between the first day of the related Prepayment
Period and the last day of the calendar month preceding the calendar month
in
which such Distribution Date occurs, an amount equal to interest at the
applicable Mortgage Loan Remittance Rate on the amount of such Principal
Prepayment for the number of days commencing on the date on which the prepayment
is applied and ending on the last day of the calendar month preceding the
calendar month in which such Distribution Date occurs. The obligations of
each
Servicer in respect of any Prepayment Interest Shortfall are set forth in
Section 3.24.
“Prepayment
Period”: With respect to the Ameriquest Mortgage Loans, the Prepayment Period
for any Distribution Date with respect to voluntary Principal Prepayments
in
full and Principal Prepayments in part, the period commencing on the
11th
day of
the month preceding the month in which such Distribution Date occurs (or
in the
case of the first Distribution Date, commencing on August 1, 2006) and ending
on
the 10th
day of
the calendar month in which such Distribution Date occurs. With respect to
the
Xxxxx Fargo Mortgage Loans, the Prepayment Period for any Distribution Date
with
respect to (i) voluntary Principal Prepayments in full, the period commencing
on
the 14th
day of
the month preceding the month in which such Distribution Date occurs (or
in the
case of the first Distribution Date, commencing on August 1, 2006) and ending
on
the 13th
day of
the calendar month in which such Distribution Date occurs and (ii) Principal
Prepayments in part, the calendar month preceding the month in which such
Distribution Date occurs. With respect to the JPMorgan Mortgage Loans, the
Prepayment Period for any Distribution Date with respect to (i) voluntary
Principal Prepayments in full, the period commencing on the 16th
day of
the month preceding the month in which such Distribution Date occurs (or
in the
case of the first Distribution Date, commencing on August 1, 2006) and ending
on
the 15th
day of
the calendar month in which such Distribution Date occurs and (ii) Principal
Prepayments in part, the calendar month preceding the month in which such
Distribution Date occurs.
“Prime
Rate”: The lesser of (i) the per annum rate of interest, publicly announced from
time to time by Chase Manhattan Bank at its principal office in the City
of New
York, as its prime or base lending rate (any change in such rate of interest
to
be effective on the date such change is announced by Chase Manhattan Bank)
and
(ii) the maximum rate permissible under applicable usury or similar laws
limiting interest rates.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to any Distribution Date, the sum of (i) the
Group I Principal Remittance Amount and (ii) the Group II Principal Remittance
Amount.
“Private
Certificates”: Any of the Class A-1, Class M-10, Class CE, Class P or Residual
Certificates.
“Prospectus
Supplement”: The Prospectus Supplement, dated August 8, 2006, relating to the
public offering of the Group II Certificates and the Mezzanine Certificates
(other than the Class M-10 Certificates).
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
Sponsor pursuant to or as contemplated by Section 2.03 or Section 9.01, and
as
confirmed by an Officers’ Certificate from the party purchasing the Mortgage
Loan to the Trustee and the Trust Administrator, an amount equal to the sum
of:
(i) 100% of the Stated Principal Balance thereof as of the date of purchase
(or
such other price as provided in Section 9.01), (ii) in the case of (x) a
Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable Mortgage Loan Remittance Rate in effect from time to time from
the
Due Date as to which interest was last covered by a payment by the Mortgagor
or
an advance by a Servicer, which payment or advance had as of the date of
purchase been distributed pursuant to Section 4.01, through the end of the
calendar month in which the purchase is to be effected, and (y) an REO Property,
the sum of (1) accrued interest on such Stated Principal Balance at the
applicable Mortgage Loan Remittance Rate in effect from time to time from
the
Due Date as to which interest was last covered by a payment by the Mortgagor
or
an advance by the Servicer through the end of the calendar month immediately
preceding the calendar month in which such REO Property was acquired, plus
(2)
REO Imputed Interest for such REO Property for each calendar month commencing
with the calendar month in which such REO Property was acquired and ending
with
the calendar month in which such purchase is to be effected, minus the total
of
all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I
Advances that as of the date of purchase had been distributed as or to cover
REO
Imputed Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing
Advances and P&I Advances and any unpaid Servicing Fees allocable to such
Mortgage Loan or REO Property; (iv) any amounts previously withdrawn from
the
Collection Account in respect of such Mortgage Loan or REO Property pursuant
to
Sections 3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage
Loan
required to be purchased pursuant to Section 2.03, expenses incurred or to
be
incurred by the Trust Fund in respect of the breach or defect giving rise
to the
purchase obligation including any costs and damages incurred by the Trust
Fund
in connection with any violation of any predatory or abusive lending law
with
respect to the related Mortgage Loan. With respect to any Mortgage Loan or
REO
Property to be purchased by the related Originator or the Sponsor pursuant
to or
as contemplated by Section 2.03 or Section 9.01, and as confirmed by an
Officers’ Certificate from the related Originator to the Trustee and the Trust
Administrator, an amount equal to the amount set forth pursuant to the terms
of
the related Master Agreement.
“Qualified
Insurer”: Any insurer which meets the requirements of Xxxxxx Xxx and Xxxxxxx
Mac.
“Qualified
Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan by the Sponsor pursuant to the terms of this Agreement which must, on
the
date of such substitution, (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during
or
prior to the month of substitution, not in excess of the Scheduled Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not less
than
(and not more than one percentage point in excess of) the Mortgage Rate of
the
Deleted Mortgage Loan, (iii) be covered under a Primary Mortgage Insurance
Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio
in
excess of 80% and the Deleted Mortgage Loan was covered by a Primary Mortgage
Insurance Policy, (iv) have a remaining term to maturity not greater than
(and
not more than one year less than) that of the Deleted Mortgage Loan, (v)
have
the same Due Date as the Due Date on the Deleted Mortgage Loan, (x) have
a
Loan-to-Value Ratio as of the date of substitution equal to or lower than
the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, and (vi)
conform to each representation and warranty set forth in the related Assignment
Agreement or Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage
Loan. In the event that one or more mortgage loans are substituted for one
or
more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall
be
determined on the basis of aggregate principal balances, the Mortgage Rates
described in clause (ii) hereof shall be determined on the basis of weighted
average Mortgage Rates, the terms described in clause (viii) shall be determined
on the basis of weighted average remaining terms to maturity, the Loan-to-Value
Ratios described in clause (iv) hereof shall be satisfied as to each such
mortgage loan and, except to the extent otherwise provided in this sentence,
the
representations and warranties described in clause (vi) hereof must be satisfied
as to each Qualified Substitute Mortgage Loan or in the aggregate, as the
case
may be. With respect to each Originator, a mortgage loan substituted for
a
Deleted Mortgage Loan pursuant to the terms of the related Master Agreement
which must, on the date of such substitution conform to the terms set forth
in
the related Master Agreement.
“Rate/Term
Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not in
excess of the existing first mortgage loan on the related Mortgaged Property
and
related closing costs, and were used exclusively to satisfy the then existing
first mortgage loan of the Mortgagor on the related Mortgaged Property and
to
pay related closing costs.
“Rating
Agencies”: S&P, Xxxxx’x and DBRS or their successors. If such agencies or
their successors are no longer in existence, the “Rating Agencies” shall be such
nationally recognized statistical rating agencies, or other comparable Persons,
designated by the Depositor, written notice of which designation shall be
given
to the Trustee, the Trust Administrator and the Servicers.
“Realized
Loss”: With respect to each Mortgage Loan as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i)
the
unpaid principal balance of such Mortgage Loan as of the commencement of
the
calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by
the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest
was
then accruing on such Mortgage Loan and (B) on a principal amount equal to
the
Stated Principal Balance of such Mortgage Loan as of the close of business
on
the Distribution Date during such calendar month, plus (iii) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan prior to the
date
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the related Servicer with respect to such Mortgage Loan pursuant
to
Section 3.11(a)(iii).
With
respect to any REO Property as to which a Final Recovery Determination has
been
made an amount (not less than zero) equal to (i) the unpaid principal balance
of
the related Mortgage Loan as of the date of acquisition of such REO Property
on
behalf of any REMIC, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar
month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan
as of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month that occurs during the Prepayment Period in
which
such Final Recovery Determination was made, plus (iv) any amounts previously
withdrawn from the Collection Account in respect of the related Mortgage
Loan
pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate
of
all Servicing Advances made by the related Servicer in respect of such REO
Property or the related Mortgage Loan (without duplication of amounts netted
out
of the rental income, Insurance Proceeds and Liquidation Proceeds described
in
clause (vi) below) and any unpaid Servicing Fees for which the related Servicer
has been or, in connection with such Final Recovery Determination, will be
reimbursed pursuant to Section 3.11(a)(iii) or Section 3.23 out of rental
income, Insurance Proceeds and Liquidation Proceeds received in respect of
such
REO Property, minus (vi) the total of all net rental income, Insurance Proceeds
and Liquidation Proceeds received in respect of such REO Property that has
been,
or in connection with such Final Recovery Determination, will be transferred
to
the Distribution Account pursuant to Section 3.23.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
“Record
Date”: With respect to each Distribution Date and any Floating Rate Certificate
so long as such Floating Rate Certificates is a Book-Entry Certificate, the
Business Day immediately preceding such Distribution Date. With respect to
each
Distribution Date and any other Certificates, including any Definitive
Certificates, the last Business Day of the month immediately preceding the
month
in which such Distribution Date occurs.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any Class A Certificate, Mezzanine Certificate, Class CE
Certificate or Class P Certificate.
“Regular
Interest”: A “regular interest” in a REMIC within the meaning of Section
860G(a)(1) of the Code.
“Relief
Act”: The Servicemembers Civil Relief Act, or any state law providing for
similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
Loan, any reduction in the amount of interest collectible on such Mortgage
Loan
for the most recently ended calendar month as a result of the application
of the
Relief Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
I”: The segregated pool of assets subject hereto, constituting the primary
trust
created hereby and to be administered hereunder, with respect to which a
REMIC
election is to be made, consisting of: (i) such Mortgage Loans and Prepayment
Charges related thereto as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together with all
collections thereon and proceeds thereof; (ii) any REO Property, together
with
all collections thereon and proceeds thereof; (iii) the Trustee’s rights with
respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof; (iv) the
Depositor’s rights under the Assignment Agreements and Mortgage Loan Purchase
Agreement (including any security interest created thereby); and (v) the
Collection Account (other than any amounts representing the Servicer Prepayment
Charge Payment Amount), the Distribution Account (other than any amounts
representing the Servicer Prepayment Charge Payment Amount) and any REO Account,
and such assets that are deposited therein from time to time and any investments
thereof, together with any and all income, proceeds and payments with respect
thereto. Notwithstanding the foregoing, however, REMIC I specifically excludes
all payments and other collections of principal and interest due on the Mortgage
Loans on or before the Cut-off Date, all Prepayment Charges payable in
connection with Principal Prepayments on the Mortgage Loans made before the
Cut-off Date, the Net WAC Rate Carryover Reserve Account, the Cap Contract,
the
Cap Administration Agreement, the Cap Account and Servicer Prepayment Charge
Payment Amounts.
“REMIC
I
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC
I
Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate,
divided by (b) 12.
“REMIC
I
Marker Allocation Percentage”: 0.50% of any amount payable or loss attributable
from the Mortgage Loans, which shall be allocated to REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A,
REMIC
I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9 and REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTZZ
and
REMIC I Regular Interest I-LTP.
“REMIC
I
Overcollateralized Amount”: With respect to any date of determination, (i) 0.50%
of the aggregate Uncertificated Balance of the REMIC I Regular Interests
(other
than REMIC I Regular Interest I-LTP) minus (ii) the aggregate Uncertificated
Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A,
REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC
I
Regular Interest I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6,
REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9 and REMIC I Regular Interest I-LTM10, in each case as of
such
date of determination.
“REMIC
I
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) the aggregate Stated Principal Balance
of the
Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction,
the numerator of which is two times the aggregate Uncertificated Balance
of
REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC
I
Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10, and the denominator of which is
the
aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC
I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3,
REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10
and
REMIC I Regular Interest I-LTZZ.
“REMIC
I
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC I issued hereunder and designated as a “regular interest” in
REMIC I. Each REMIC I Regular Interest shall accrue interest at the related
REMIC I Remittance Rate in effect from time to time or shall otherwise be
entitled to interest as set forth herein, and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate
amount
equal to its initial Uncertificated Balance as set forth in the Preliminary
Statement hereto. The REMIC I Regular Interests are set forth in the Preliminary
Statement hereto.
“REMIC
I
Remittance Rate”: With respect to REMIC I Regular Interest I-LTAA, REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9,
REMIC
I Regular Interest I-LTM10, REMIC I Regular Interest I-LTZZ, REMIC I Regular
Interest I-LT1SUB and REMIC I Regular Interest I-LT2SUB, the weighted average
of
the Expense Adjusted Mortgage Rates of the Mortgage Loans. With respect to
REMIC
I Regular Interest I-LT1GRP, the weighted average of the Expense Adjusted
Mortgage Rates of the Group I Mortgage Loans and with respect REMIC I Regular
Interest I-LT2GRP, the weighted average of the Expense Adjusted Mortgage
Rates
of the Group II Mortgage Loans.
“REMIC
I
Required Overcollateralized Amount”: 0.50% of the Overcollateralization Target
Amount.
“REMIC
I
Subordinated Balance Ratio”: The ratio between the Uncertificated Balances of
each REMIC I Regular Interest ending with the designation “SUB,” equal to the
ratio between, with respect to each such REMIC I Regular Interest, the excess
of
(x) the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group over (y) the current Certificate Principal Balance of Class A
Certificates in the related Loan Group.
“REMIC
I
Sub WAC Allocation Percentage”: 50% of any amount payable from or loss
attributable to the Mortgage Loans, which shall be allocated to REMIC I Regular
Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC I Regular Interest
I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC I Regular Interest
I-LTXX.
“REMIC
II”: The segregated pool of assets consisting of all of the REMIC I Regular
Interests conveyed in trust to the Trustee, for the benefit of the Class
A
Certificates, the Mezzanine Certificates, the Class CE Interest, the Class
P
Interest and the Class R-II Interest and all amounts deposited therein, with
respect to which a separate REMIC election is to be made.
“REMIC
III”: The segregated pool of assets consisting of all of the Class CE Interest
conveyed in trust to the Trust Administrator, for the benefit of the Class
CE
Certificates, and the Class R-III Interest and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
IV”: The segregated pool of assets consisting of all of the Class P Interest
conveyed in trust to the Trust Administrator, for the benefit of the Class
P
Certificates, and the Class R-IV Interest and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Section 860A through 860G of
the
Code, and related provisions, and proposed, temporary and final regulations
and
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
“REMIC
Regular Interests”: The REMIC I Regular Interests, the Class CE Interest and the
Class P Interest.
“Remittance
Report”: A report in form and substance acceptable to the Trust Administrator
and each related Servicer in an electronic data file or tape prepared by
each
Servicer pursuant to Section 4.03 with such additions, deletions and
modifications as agreed to by the Trust Administrator and the related
Servicer.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code as being included in the
term
“rents from real property.”
“REO
Account”: The account or accounts maintained by each Servicer in respect of an
REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of any
Trust REMIC.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of REMIC I, one month’s interest at the
applicable Mortgage Loan Remittance Rate on the Stated Principal Balance
of such
REO Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the close of business on the Distribution
Date in such calendar month.
“REO
Property”: A Mortgaged Property acquired by a Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in
Section
3.23.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Residential
Dwelling”: Any one of the following: (i) an attached or detached one- family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a Xxxxxx Xxx eligible condominium project, or (iv) a detached
one-family dwelling in a planned unit development, none of which is a
co-operative, mobile or manufactured home (as defined in 00 Xxxxxx Xxxxxx
Code,
Section 5402(6)).
“Residual
Certificates”: The Class R Certificates and the Class R-X
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trust Administrator, the President, any
vice president, any assistant vice president, the Secretary, any assistant
secretary, the Treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the Controller and any assistant controller or any
other officer thereof customarily performing functions similar to those
performed by any of the above designated officers and, with respect to a
particular matter relating to this Agreement, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject. When used with respect to the Trustee, any officer of the Trustee
with
direct responsibility for the administration of this Agreement and, with
respect
to a particular matter relating to this Agreement, to whom such matter is
referred because of such officer’s knowledge of and familiarity with the
particular subject.
“S&P”
Standard & Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies,
Inc., or its successors in interest.
“Scheduled
Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
Date, the outstanding principal balance of such Mortgage Loan as of such
date,
net of the principal portion of all unpaid Monthly Payments, if any, due
on or
before such date; (b) as of any Due Date subsequent to the Cut-off Date up
to
and including the Due Date in the calendar month in which a Liquidation Event
occurs with respect to such Mortgage Loan, the Scheduled Principal Balance
of
such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal
portion of each Monthly Payment due on or before such Due Date but subsequent
to
the Cut-off Date, whether or not received, (ii) all Principal Prepayments
received before such Due Date but after the Cut-off Date, (iii) the principal
portion of all Liquidation Proceeds and Insurance Proceeds received before
such
Due Date but after the Cut-off Date, net of any portion thereof that represents
principal due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) on a Due Date occurring on or before the date
on
which such proceeds were received and (iv) any Realized Loss incurred with
respect thereto as a result of a Deficient Valuation occurring before such
Due
Date, but only to the extent such Realized Loss represents a reduction in
the
portion of principal of such Mortgage Loan not yet due (without regard to
any
acceleration of payments under the related Mortgage and Mortgage Note) as
of the
date of such Deficient Valuation; and (c) as of any Due Date subsequent to
the
occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
With
respect to any REO Property: (a) as of any Due Date subsequent to the date
of
its acquisition on behalf of the Trust Fund up to and including the Due Date
in
the calendar month in which a Liquidation Event occurs with respect to such
REO
Property, an amount (not less than zero) equal to the Scheduled Principal
Balance of the related Mortgage Loan as of the Due Date in the calendar month
in
which such REO Property was acquired minus the principal portion of each
Monthly
Payment that would have become due on such related Mortgage Loan after such
REO
Property was acquired if such Mortgage Loan had not been converted to an
REO
Property; and (b) as of any Due Date subsequent to the occurrence of a
Liquidation Event with respect to such REO Property, zero.
“Senior
Enhancement Percentage”: For any Distribution Date, the Senior Enhancement
Percentage is the percentage obtained by dividing (x) the aggregate Certificate
Principal Balance of the Mezzanine Certificates and the Class CE Certificates,
calculated after taking into account distribution of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount to holders
of
the certificates then entitled to distributions thereof on the related
distribution date by (y) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period).
“Senior
Interest Distribution Amount”: With respect to any Distribution Date, the Senior
Interest Distribution Amount for each class of Class A Certificates is equal
to
the sum of the Interest Distribution Amount for that class for that distribution
date and the Interest Carry Forward Amount, if any, for that class for that
distribution date.
“Senior
Principal Distribution Amount”: With respect to any Distribution Date, an amount
equal to the sum of (i) the Group I Senior Principal Distribution Amount
and
(ii) the Group II Senior Principal Distribution Amount.
“Servicer”:
Each of Ameriquest Mortgage Company, with respect to the Ameriquest Mortgage
Loans, JPMorgan, with respect to the JPMorgan Mortgage Loans, and Xxxxx Fargo,
with respect to the Xxxxx Fargo Mortgage Loans, or any successor Servicer
appointed as herein provided, each in its capacity as a Servicer
hereunder.
“Servicer
Event of Default”: One or more of the events described in Section
7.01.
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the related Servicer
in respect of any waived Prepayment Charges pursuant to Section
3.01.
“Servicer
Remittance Date”: With respect to JPMorgan and Xxxxx Fargo and any Distribution
Date, the
18th
day of
the calendar month in which such Distribution Date occurs or, if such
18th
day is
not a Business Day, the Business Day immediately following.
With
respect to Ameriquest and any Distribution Date, the Business Day immediately
preceding such Distribution Date.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: The reasonable “out-of-pocket” costs and expenses incurred by a
Servicer in connection with a default, delinquency or other unanticipated
event
by a Servicer in the performance of its servicing obligations, including,
but
not limited to, the cost of (i) the preservation, restoration, inspection
and
protection of a Mortgaged Property, (ii) any enforcement, administration
or
judicial proceedings, including foreclosures, in respect of a particular
Mortgage Loan, including any expenses incurred in relation to any such
proceedings that result from the Mortgage Loan being registered on the MERS
System, (iii) the management (including reasonable fees in connection therewith)
and liquidation of any REO Property, (iv) taxes, assessments, water rates,
sewer
rents and other charges which are or may become a lien upon the Mortgage
Property and (v) the performance of its obligations under Section 3.01, Section
3.09, Section 3.13, Section 3.14, Section 3.16 and Section 3.23. Servicing
Advances shall also include any reasonable “out-of-pocket” costs and expenses
(including legal fees) incurred by a Servicer in connection with executing
and
recording instruments of satisfaction, deeds of reconveyance or Assignments
of
Mortgage in connection with any foreclosure in respect of any Mortgage Loan
to
the extent not recovered from the related Mortgagor or otherwise payable
under
this Agreement. A Servicer shall not be required to make any Servicing Advance
in respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the related Servicer (or, with respect to JPMorgan, in accordance
with the JPMorgan Servicing Standard), would not be ultimately recoverable
from
related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan
or REO
Property as provided herein. Each Servicer shall not be required to make
any
Servicing Advance that would be a Nonrecoverable Advance.
“Servicing
Fee”: With
respect to each Mortgage Loan, the amount of the annual fee paid to the related
Servicer, which shall, for a period of one full month (or in the event of
any
payment of interest which accompanies a Principal Prepayment in full made
by the
Mortgagor during such calendar month, interest for the number of days covered
by
such payment of interest), be equal to one-twelfth of the product of (a)
the
Servicing Fee Rate (without regard to the words "per annum") and (b) the
outstanding principal balance of such Mortgage Loan. Such fee shall be payable
monthly, computed on the basis of the same principal amount and period
respecting which any related interest payment on a Mortgage Loan is received.
The obligation for payment of the Servicing Fee is limited to, and the Servicing
Fee is payable solely from, the interest portion (including recoveries with
respect to interest from Liquidation Proceeds) of such Monthly Payment collected
by the related Servicer, or as otherwise provided under Section
3.11.
“Servicing
Fee Rate”: With respect to each Mortgage Loan, the rate of 0.50% per
annum.
“Servicing
Officer”: Any employee of a Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name appear on
a list
of Servicing Officers furnished by each Servicer to the Trust Administrator,
the
Trustee and the Depositor, upon request, as such list may from time to time
be
amended.
“Significance
Percentage”: With
respect to the Cap Contract, the percentage equivalent of a fraction, the
numerator of which is (I) the present value (such calculation of present
value
using the two-year swaps rate made available at Bloomberg Financial Markets,
L.P.) of the aggregate amount payable under the Cap Contract (assuming that
one-month LIBOR for each remaining Calculation Period (as defined in the
Cap
Contract) beginning with the Calculation Period immediately following the
related Distribution Date is equal to the sum of (a) the one-month LIBOR
rate
for each remaining Calculation Period made available at Bloomberg Financial
Markets, L.P. by taking the following steps: (1) typing in the following
keystrokes: fwcv <go>, us <go>, 3 <go>; (2) the Forwards shall
be set to “1-Mo”; (3) the Intervals shall be set to “1-Mo”; and (4) the Points
shall be set to equal the remaining term of the Cap Contract in months and
the
Trust Administrator shall click <go> (provided that the Depositor shall
notify the Trust Administrator in writing of any changes to such keystrokes),
(b) the percentage equivalent of a fraction, the numerator of which is 2.00%
and
the denominator of which is the initial number of Distribution Dates on which
the Trust Administrator is entitled to receive payments under the Cap Contract
(the “Add-On Amount”) and (c) the Add-On Amount for each previous period) and
the denominator of which is (II) the aggregate Certificate Principal Balance
of
the Class A Certificates and the Mezzanine Certificates on such Distribution
Date (after giving effect to all distributions on such Distribution
Date).
“Single
Certificate”: With respect to any Class of Certificates (other than the Residual
Certificates), a hypothetical Certificate of such Class evidencing a Percentage
Interest for such Class corresponding to an initial Certificate Principal
Balance or Notional Amount of $1,000. With respect to the Class P and the
Residual Certificates, a hypothetical Certificate of such Class evidencing
a 20%
Percentage Interest in such Class.
“Sponsor”:
Citigroup Global Markets Realty Corp. or its successor in interest.
“Startup
Day”: With respect to any Trust REMIC, the day designated as such pursuant to
Section 10.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the Scheduled Principal Balance of such Mortgage Loan
as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
of
(i) the principal portion of each Monthly Payment due on a Due Date subsequent
to the Cut-off Date, to the extent received from the Mortgagor or advanced
by
the related Servicer and distributed pursuant to Section 4.01 on or before
such
date of determination, (ii) all Principal Prepayments received after the
Cut-off
Date, to the extent distributed pursuant to Section 4.01 on or before such
date
of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied
by the related Servicer as recoveries of principal in accordance with the
provisions of Section 3.16, to the extent distributed pursuant to Section
4.01
on or before such date of determination, and (iv) any Realized Loss incurred
with respect thereto as a result of a Deficient Valuation made during or
prior
to the Prepayment Period for the most recent Distribution Date coinciding
with
or preceding such date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the proceeds,
if
any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property
would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of the Trust Fund, minus, the principal portion of
Monthly Payments that would have become due on such related Mortgage Loan
after
such REO Property was acquired if such Mortgage Loan had not been converted
to
an REO Property, to the extent advanced by the Servicer and distributed pursuant
to Section 4.01 on or before such date of determination; and (b) as of any
date
of determination coinciding with or subsequent to the Distribution Date on
which
the proceeds, if any, of a Liquidation Event with respect to such REO Property
would be distributed, zero.
“Stayed
Funds”: If a Servicer is the subject of a proceeding under the federal
Bankruptcy Code and the making of any payment required to be made under the
terms of the Certificates and this Agreement is prohibited by Section 362
of the
federal Bankruptcy Code, funds which are in the custody of the related Servicer,
a trustee in bankruptcy or a federal bankruptcy court and should have been
the
subject of such Remittance absent such prohibition.
“Stepdown
Date”: The earlier to occur of (i) the first Distribution Date on which the
aggregate Certificate Principal Balance of the Class A Certificates has been
reduced to zero and (ii) the later to occur of (a) the Distribution Date
occurring in September 2009 and (b) the first Distribution Date on which
the
Senior Enhancement Percentage (calculated for this purpose only after taking
into account distributions of principal on the Mortgage Loans but prior to
any
distribution of the Group I Principal Distribution Amount and the Group II
Principal Distribution Amount to the Certificates then entitled to distributions
of principal on such Distribution Date) is equal to or greater than
43.00%.
“Sub-Servicer”:
Any Person with which any Servicer has entered into a Sub- Servicing Agreement
and which meets the qualifications of a Sub-Servicer pursuant to Section
3.02.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the related
Servicer.
“Sub-Servicing
Agreement”: The written contract between the related Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 3.02.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Trust Fund
(net of any related expenses permitted to be reimbursed to the related
Sub-Servicer or the related Servicer from such amounts under the related
Sub-Servicing Agreement or hereunder) specifically related to a Mortgage
Loan
that was the subject of a liquidation or an REO Disposition prior to the
related
Prepayment Period that resulted in a Realized Loss.
“Substitution
Shortfall Amount”: As defined in Section 2.03(d) hereof.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of any Trust REMIC due to its classification as a REMIC under the
REMIC
Provisions, together with any and all other information reports or returns
that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under
any
applicable provisions of federal, state or local tax laws.
“Telerate
Page 3750”: The display designated as page “3750” on the Dow Xxxxx Telerate
Capital Markets Report (or such other page as may replace page 3750 on that
report for the purpose of displaying London interbank offered rates of major
banks).
“Termination
Price”: As defined in Section 9.01.
“Terminator”:
As defined in Section 9.01.
“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form
of
assignment of any Ownership Interest in a Certificate.
“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
“Transferor”:
Any Person who is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trigger
Event”: A Trigger Event is in effect on any Distribution Date on or after the
Stepdown Date if:
(a) the
Delinquency Percentage exceeds 37.20% of the Senior Enhancement Percentage
for
the prior Distribution Date; or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Due Period) divided by aggregate Stated Principal Balance of
the
Mortgage Loans as of the Cut-off Date exceeds the applicable percentages
set
forth below with respect to such Distribution Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
September
2008 through August 2009
|
1.60%
|
|
September
2009 through August 2010
|
3.60%
|
|
September
2010 through August 2011
|
5.65%
|
|
September
2011 through August 2012
|
7.30%
|
|
September
2012 and thereafter
|
8.20%
|
“Trust”:
Citigroup Mortgage Loan Trust 2006-HE2.
“Trust
Administrator”: Citibank, N.A., or its successor in interest, or any successor
trust administrator appointed as herein provided.
“Trust
Fund”: Collectively, all of the assets of each Trust REMIC, the Net WAC Rate
Carryover Reserve Account, the Cap Contract, distributions made to the Trust
Administrator by the Cap Administrator under the Cap Administration Agreement
and the Cap Account, Servicer Prepayment Charge Payment Amounts and the other
assets conveyed by the Depositor to the Trustee pursuant to Section
2.01.
“Trust
REMIC”: Any of REMIC I, REMIC II, REMIC III and REMIC IV.
“Trustee”:
U.S. Bank National Association, or its successor in interest, or any successor
trustee appointed as herein provided.
“Uncertificated
Balance”: The amount of any REMIC Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Balance of each
REMIC
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial Uncertificated Balance. On each Distribution Date,
the
Uncertificated Balance of each REMIC Regular Interest shall be reduced by
all
distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.01 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.04. The Uncertificated Balance of REMIC I
Regular Interest I-LTZZ shall be increased by interest deferrals as provided
in
Section 4.01. With respect to the Class CE Interest as of any date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 1 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Floating Rate Certificates
and the Class P Certificates then outstanding. The Uncertificated Principal
Balance of each REMIC Regular Interest that has an Uncertificated Principal
Balance shall never be less than zero.
“Uncertificated
Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
one month’s interest at the REMIC I Remittance Rate applicable to such REMIC
Regular Interest for such Distribution Date, accrued on the Uncertificated
Balance thereof immediately prior to such Distribution Date. Uncertificated
Interest in respect of any REMIC Regular Interest shall accrue on the basis
of a
360-day year consisting of twelve 30-day months. Uncertificated Interest
with
respect to each Distribution Date, as to any REMIC Regular Interest, shall
be
reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest
Shortfall, if any, for such Distribution Date to the extent not covered by
payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief
Act
Interest Shortfall, if any allocated, in each case, to such REMIC Regular
Interest pursuant to Section 1.02. In addition, Uncertificated Interest with
respect to each Distribution Date, as to any REMIC Regular Interest shall be
reduced by Realized Losses, if any, allocated to such REMIC Regular Interest
pursuant to Section 1.02 and Section 4.04.
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person”: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of,
the
United States, any State thereof or the District of Columbia (except, in
the
case of a partnership, to the extent provided in regulations); provided that,
for purposes solely of the restrictions on the transfer of the Residual
Certificates, no partnership or other entity treated as a partnership for
United
States federal income tax purposes shall be treated as a United States Person
unless all persons that own an interest in such partnership either directly
or
through any entity that is not a corporation for United States federal income
tax purposes are required by the applicable operative agreement to be United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of
the
trust and one or more United States Persons have the authority to control
all
substantial decisions of the trust. To the extent prescribed in regulations
by
the Secretary of the Treasury, which have not yet been issued, a trust which
was
in existence on August 20, 1996 (other than a trust treated as owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of the Code),
and
which was treated as a United States person on August 20, 1996 may elect
to
continue to be treated as a United States person notwithstanding the previous
sentence. The term “United States” shall have the meaning set forth in Section
7701 of the Code.
“Value”:
With respect to any Mortgaged Property, the lesser of (i) the value thereof
as
determined by an appraisal made for the related Originator of the Mortgage
Loan
at the time of origination of the Mortgage Loan and (ii) the purchase price
paid
for the related Mortgaged Property by the Mortgagor with the proceeds of
the
Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the value determined
by an appraisal made for the related Originator of such Refinanced Mortgage
Loan
at the time of origination of such Refinanced Mortgage Loan by an
appraiser.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. With respect to any date of determination,
98% of
all Voting Rights will be allocated among the holders of the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates, 1% of all Voting Rights will be allocated to the
holders of the Class P Certificates and 1% of all Voting Rights will be
allocated among the holders of the Residual Certificates. The Voting Rights
allocated to each Class of Certificate shall be allocated among Holders of
each
such Class in accordance with their respective Percentage Interests as of
the
most recent Record Date.
“Xxxxx
Fargo”: Xxxxx Fargo Bank, N.A.
“Xxxxx
Fargo Mortgage Loans”: The Mortgage Loans serviced by Xxxxx Fargo.
| SECTION 1.02 |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the Interest Distribution Amount for the Floating
Rate
Certificates and the Class CE Certificates for any Distribution Date, the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Servicers pursuant to Section 3.24) and any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to the Class CE Certificates
based
on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of the Class CE Certificates and,
thereafter, among the Class A Certificates and the Mezzanine Certificates
on a
pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rate on the respective Certificate Principal Balance
of
each such Certificate immediately prior to such Distribution Date.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I
Regular Interests for any Distribution Date:
(A) The
REMIC
I Marker Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Servicer
pursuant to Section 3.24) and the REMIC I Marker Allocation Percentage of
any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for any
Distribution Date shall be allocated among REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC
I
Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTZZ
pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
REMIC I Remittance Rate on the respective Uncertificated Balance of each
such
REMIC I Regular Interest; and
(B) The
REMIC
I Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Servicer
pursuant to Section 3.24) and the REMIC I Sub WAC Allocation Percentage of
any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for any
Distribution Date shall be allocated first, to Uncertificated Interest payable
to REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP,
REMIC I
Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC I
Regular
Interest I-LTXX, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
REMIC I Remittance Rate on the respective Uncertificated Balance of each
such
REMIC I Regular Interest.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
| SECTION 2.01 |
Conveyance
of Mortgage Loans.
|
The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee without recourse
for the benefit of the Certificateholders all the right, title and interest
of
the Depositor, including any security interest therein for the benefit of
the
Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
Schedule, the rights of the Depositor under the Assignment Agreements and
the
Mortgage Loan Purchase Agreement, payments made to the Trust Administrator
by
the Cap Administrator under the Cap Administration Agreement and the Cap
Account, and all other assets included or to be included in REMIC I. Such
assignment includes all interest and principal received by the Depositor
or the
related Servicer on or with respect to the Mortgage Loans (other than payments
of principal and interest due on such Mortgage Loans on or before the Cut-off
Date). The Depositor herewith delivers to the Trustee executed copies of
the
Assignment Agreements and the Mortgage Loan Purchase Agreement, and the Trustee
and the Trust Administrator acknowledge receipt of the same on behalf of
the
Certificateholders.
In
connection with such transfer and assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee or a Custodian on its behalf, the following
documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan
so transferred and assigned:
(i) The
Mortgage Note, endorsed by manual or facsimile signature without recourse
by the
related Originator or an Affiliate of the related Originator in blank or
to the
Trustee showing a complete chain of endorsements from the named payee to
the
Trustee or from the named payee to the Affiliate of the related Originator
and
from such Affiliate to the Trustee;
(ii) The
original recorded Mortgage, noting the presence of the MIN of the Mortgage
Loan,
if applicable, and language indicating that the Mortgage Loan is a MOM Loan
if
the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a
copy of
the Mortgage certified by the public recording office in those jurisdictions
where the public recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment from the
related Originator or an Affiliate of the related Originator to the Trustee
in
blank or in recordable form of the Mortgage which may be included, where
permitted by local law, in a blanket assignment or assignments of the Mortgage
to the Trustee, including any intervening assignments and showing a complete
chain of title from the original mortgagee named under the Mortgage to the
Person assigning the Mortgage Loan to the Trustee (or to MERS, noting the
presence of the MIN, if the Mortgage Loan is registered on the MERS®
System);
(iv) Any
original assumption, modification, buydown or conversion-to- fixed-interest-rate
agreement applicable to the Mortgage Loan; and
(v) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title; or in the event such original or copy of the
title
insurance policy is unavailable, a written commitment or uniform binder or
preliminary report of title issued by the title insurance or escrow
company.
In
instances where an original recorded Mortgage cannot be delivered by the
Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior
to or
concurrently with the execution and delivery of this Agreement, due to a
delay
in connection with the recording of such Mortgage, the Depositor may, (a)
in
lieu of delivering such original recorded Mortgage referred to in clause
(ii)
above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a
copy
thereof, provided that the Depositor certifies that the original Mortgage
has
been delivered to a title insurance company for recordation after receipt
of its
policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and (b) in lieu of delivering
the completed assignment in recordable form referred to in clause (iii) above
to
the Trustee (or a Custodian on behalf of the Trustee), deliver such assignment
to the Trustee (or a Custodian on behalf of the Trustee) completed except
for
recording information. In all such instances, the Depositor will deliver
the
original recorded Mortgage and completed assignment (if applicable) to the
Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt of
such
Mortgage. In instances where an original recorded Mortgage has been lost
or
misplaced, the Depositor or the related title insurance company may deliver,
in
lieu of such Mortgage, a copy of such Mortgage bearing recordation information
and certified as true and correct by the office in which recordation thereof
was
made. In instances where the original or a copy of the title insurance policy
referred to in clause (vi) above (which may be a certificate relating to
a
master policy of title insurance) pertaining to the Mortgaged Property relating
to a Mortgage Loan cannot be delivered by the Depositor to the Trustee (or
a
Custodian on behalf of the Trustee) prior to or concurrently with the execution
and delivery of this Agreement because such policy is not yet available,
the
Depositor may, in lieu of delivering the original or a copy of such title
insurance referred to in clause (vi) above, deliver to the Trustee (or a
Custodian on behalf of the Trustee) a binder with respect to such policy
(which
may be a certificate relating to a master policy of title insurance) and
deliver
the original or a copy of such policy (which may be a certificate relating
to a
master policy of title insurance) to the Trustee (or a Custodian on behalf
of
the Trustee) within 180 days of the Closing Date, in instances where an original
assumption, modification, buydown or conversion-to-fixed- interest-rate
agreement cannot be delivered by the Depositor to the Trustee (or a Custodian
on
behalf of the Trustee) prior to or concurrently with the execution and delivery
of this Agreement, the Depositor may, in lieu of delivering the original
of such
agreement referred to in clause (iv) above, deliver a certified copy
thereof.
To
the
extent not already recorded, except
with respect to any Mortgage Loan for which MERS is identified on the Mortgage
or on a properly recorded assignment of the Mortgage as the mortgagee of
record,
the
related
Servicer, at the expense of the Sponsor shall promptly (and in no event later
than five Business Days following the later of the Closing Date and the date
of
receipt by the related Servicer of the recording information for a Mortgage)
submit or cause to be submitted for recording, at no expense to any Trust
REMIC,
in the appropriate public office for real property records, each Assignment
delivered to it pursuant to (iii) above. In the event that any such Assignment
is lost or returned unrecorded because of a defect therein, the related
Servicer, at the expense of the Sponsor, shall promptly prepare or cause
to be
prepared a substitute Assignment or cure or cause to be cured such defect,
as
the case may be, and thereafter cause each such Assignment to be duly recorded.
Notwithstanding the foregoing, but without limiting the requirement that
such
Assignments be in recordable form, neither the related Servicer nor the Trustee
shall be required to submit or cause to be submitted for recording any
Assignment delivered to it or a Custodian pursuant to (iii) above if such
recordation shall not, as of the Closing Date, be required by the Rating
Agencies, as a condition to their assignment on the Closing Date of their
initial ratings to the Certificates, as evidenced by the delivery by the
Rating
Agencies of their ratings letters on the Closing Date; provided, however,
notwithstanding the foregoing, the related Servicer shall submit each Assignment
for recording, at no expense to the Trust Fund or the related Servicer, upon
the
earliest to occur of: (A) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights, (B) the occurrence of a Servicer
Event of Default, (C) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Sponsor, (D) the occurrence of a servicing transfer as described
in Section 7.02 of this Agreement and (E) with respect to any one Assignment
the
occurrence of a foreclosure relating to the Mortgagor under the related
Mortgage. Notwithstanding the foregoing, if the Sponsor fails to pay the
cost of
recording the Assignments, such expense will be paid by the related Servicer
and
such Servicer shall be reimbursed for such expenses by the Trust as Servicing
Advances.
In
connection with the assignment of any Mortgage Loan registered on the MERS
System, the Depositor further agrees that it will cause, within 30 Business
Days
after the Closing Date, the MERS System to indicate that such Mortgage Loans
have been assigned by the Depositor to the Trustee in accordance with this
Agreement for the benefit of the Certificateholders by including in such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Depositor
further agrees that it will not, and will not permit the related Servicer
to,
and the related Servicer agrees that it will not and will not permit a
Sub-Servicer to, alter the codes referenced in this paragraph with respect
to
any Mortgage Loan during the term of this Agreement unless and until such
Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
With
respect to a maximum of approximately 5.00% of the Original Mortgage Loans,
by
outstanding principal balance of the Original Mortgage Loans as of the Cut-off
Date, if any original Mortgage Note referred to in (i) above cannot be located,
the obligations of the Depositor to deliver such documents shall be deemed
to be
satisfied upon delivery to the Trustee (or a Custodian on behalf of the Trustee)
of a photocopy of such Mortgage Note, if available, with a lost note affidavit.
If any of the original Mortgage Notes for which a lost note affidavit was
delivered to the Trustee (or a Custodian on behalf of the Trustee) is
subsequently located, such original Mortgage Note shall be delivered to the
Trustee (or a Custodian on behalf of the Trustee) within three Business
Days.
The
Depositor shall deliver or cause to be delivered to the Trustee (or a Custodian
on behalf of the Trustee) promptly upon receipt thereof any other original
documents constituting a part of a Mortgage File received with respect to
any
Mortgage Loan, including, but not limited to, any original documents evidencing
an assumption, modification, consolidation or extension of any Mortgage Loan.
All
original documents relating to the Mortgage Loans that are not delivered
to the
Trustee (or a Custodian on behalf of the Trustee) are and shall be held by
or on
behalf of the Sponsor, the Depositor or the related Servicer, as the case
may
be, in trust for the benefit of the Trustee on behalf of the Certificateholders.
In the event that any such original document is required pursuant to the
terms
of this Section to be a part of a Mortgage File, such document shall be
delivered promptly to the Trustee (or a Custodian on behalf of the Trustee).
Any
such original document delivered to or held by the Depositor that is not
required pursuant to the terms of this Section to be a part of a Mortgage
File,
shall be delivered promptly to the related Servicer.
Wherever
it is provided in this Section 2.01 that any document, evidence or information
relating to a Mortgage Loan be delivered or supplied to the Trustee, the
Depositor shall do so by delivery thereof to the Trustee or a Custodian on
behalf of the Trustee.
The
parties hereto understand and agree that it is not intended that any Mortgage
Loan be included in the Trust that is a high-cost home loan as defined by
the
Homeownership and Equity Protection Act of 1994 or any other applicable
predatory or abusive lending laws.
The
Depositor hereby directs the Trust Administrator to execute, deliver and
perform
its obligations under the Cap Contract (in its capacity as Cap Trustee).
The
Depositor, the Servicer and the Holders of the Floating Rate Certificates
by
their acceptance of such Certificates acknowledge and agree that the Trust
Administrator shall execute, deliver and perform its obligations under the
Cap
Contract and shall do so solely in its capacity as Cap Trustee, as the case
may
be, and not in its individual capacity. Every provision of this Agreement
relating to the conduct or affecting the liability of or affording protection
to
the Trust Administrator shall apply to the Trust Administrator’s execution of
the Cap Contract, and the performance of its duties and satisfaction of its
obligations thereunder.
| SECTION 2.02 |
Acceptance
of the Trust Fund by the Trustee.
|
Subject
to the provisions of Section 2.01 and subject to any exceptions noted on
an
exception report delivered by or on behalf of the Trustee, the Trustee
acknowledges receipt of the documents referred to in Section 2.01 (other
than
such documents described in Section 2.01(iv)) above and all other assets
included in the definition of “Trust Fund” and declares that it holds and will
hold such documents and the other documents delivered to it constituting
the
Mortgage File, and that it holds or will hold all such assets and such other
assets included in the definition of “Trust Fund” in trust for the exclusive use
and benefit of all present and future Certificateholders.
The
Trustee, by execution and delivery hereof, acknowledges receipt, subject
to the
review described in the succeeding sentence, of the documents and other property
referred to in Section 2.01 and declares that the Trustee (or a Custodian
on
behalf of the Trustee) holds and will hold such documents and other property,
including property yet to be received in the Trust Fund, in trust, upon the
trusts herein set forth, for the benefit of all present and future
Certificateholders. The Trustee or the related Custodian on its behalf shall,
for the benefit of the Trustee and the Certificateholders, review each Mortgage
File within 90 days after execution and delivery of this Agreement, to ascertain
that all required documents have been executed, received and recorded, if
applicable, and that such documents relate to the Mortgage Loans. If in the
course of such review the Trustee or the related Custodian on its behalf
finds a
document or documents constituting a part of a Mortgage File to be defective
in
any material respect, the Trustee or the related Custodian on its behalf
shall
promptly so notify the Depositor, the Trust Administrator, the Sponsor, the
related Servicer and, if such notice is from the related Custodian on the
Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor,
the related Servicer, the Trust Administrator or the Trustee of a breach
of any
of the representations and warranties made by the related Originator or the
Sponsor in the related Assignment Agreement or by the Sponsor in the Mortgage
Loan Purchase Agreement in respect of any Mortgage Loan which materially
adversely affects such Mortgage Loan or the interests of the related
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties.
The
Depositor and the Trustee intend that the assignment and transfer herein
contemplated constitute a sale of the Mortgage Loans, the related Mortgage
Notes
and the related documents, conveying good title thereto free and clear of
any
liens and encumbrances, from the Depositor to the Trustee in trust for the
benefit of the Certificateholders and that such property not be part of the
Depositor’s estate or property of the Depositor in the event of any insolvency
by the Depositor. In the event that such conveyance is deemed to be, or to
be
made as security for, a loan, the parties intend that the Depositor shall
be
deemed to have granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement
under
applicable law.
The
Trustee may, concurrently with the execution and delivery hereof or at any
time
thereafter, enter into a custodial agreement with a Custodian pursuant to
which
the Trustee appoints a Custodian to hold the Mortgage Files on behalf of
the
Trustee for the benefit of the Trustee and all present and future
Certificateholders, which may provide that the related Custodian shall, on
behalf of the Trustee, conduct the review of each Mortgage File required
under
the first paragraph of this Section 2.02. Initially, Citibank West, FSB is
appointed as Custodian with respect to the related Mortgage Files of all
the
related Mortgage Loans and, notwithstanding anything to the contrary herein,
it
is understood that such initial Custodian shall be responsible for the review
contemplated in the second paragraph of this Section 2.02 and for all other
functions relating to the receipt, review, reporting and certification provided
for herein with respect to the Mortgage Files (other than ownership thereof
for
the benefit of the Certificateholders and related duties and obligations
set
forth herein).
| SECTION 2.03 |
Repurchase
or Substitution of Mortgage Loans by the Sponsor or the
Depositor.
|
(a) Upon
discovery or receipt of notice by the Depositor, a Servicer, the Trust
Administrator or the Trustee of any materially defective document in, or
that a
document is missing from, a Mortgage File or of the breach by the Originator
or
the Sponsor of any representation, warranty or covenant under an Assignment
Agreement or 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 related Originator and the
Sponsor of such defect, missing document or breach and request that the related
Originator or the Sponsor deliver such missing document or cure such defect
or
that the related Originator or the Sponsor, as applicable, cure such breach
within 90 days from the date the related Originator or the Sponsor, as
applicable, was notified of such missing document, defect or breach, and
if the
related Originator or Sponsor, as applicable, does not deliver such missing
document or cure such defect or breach in all material respects during such
period, the Trustee shall enforce the obligations of the related Originator
or
Sponsor, as applicable, under the related Assignment Agreement or Mortgage
Loan
Purchase Agreement (i) to repurchase such Mortgage Loan from REMIC I at the
Purchase Price within 90 days after the date on which the Sponsor was notified
(subject to Section 2.03(e)) of such missing document, defect or breach,
and
(ii) to indemnify the Trust Fund in respect of such missing document, defect
or
breach, in the case of each of (i) and (ii), if and to the extent that the
related Originator or Sponsor, as applicable, is obligated to do so under
the
related Assignment Agreement or the Mortgage Loan Purchase Agreement. The
Purchase Price for the repurchased Mortgage Loan and any indemnification
shall
be remitted by the related Originator or the Sponsor, as applicable, to the
related Servicer for deposit into the related Collection Account, and the
Trust
Administrator, upon receipt of written notice from the related Servicer of
such
deposit, shall give written notice to the Trustee and the Custodian that
such
deposit has taken place and the Trustee shall release (or cause the Custodian
to
release on its behalf) to the related Originator or the Sponsor, as applicable,
the related Mortgage File, and the Trustee and the Trust Administrator shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as the related Originator or the Sponsor, as applicable,
shall
furnish to it and as shall be necessary to vest in the related Originator
or the
Sponsor, as applicable, any Mortgage Loan released pursuant hereto, and the
Trustee and the Trust Administrator shall have no further responsibility
with
regard to such Mortgage File. In furtherance of the foregoing, if the related
Originator or the Sponsor, as applicable, is not a member of MERS and
repurchases a Mortgage Loan which is registered on the MERS System, the related
Originator or the Sponsor, as applicable, pursuant to the related Assignment
Agreement or 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 related Originator or the Sponsor, as applicable, and shall cause
such
Mortgage to be removed from registration on the MERS System in accordance
with
MERS rules and regulations. In lieu of repurchasing any such Mortgage Loan
as
provided above, if so provided in the related Assignment Agreement or the
Mortgage Loan Purchase Agreement, the related Originator or the Sponsor,
as
applicable, may cause such Mortgage Loan to be removed from REMIC I (in which
case it shall become a Deleted Mortgage Loan) and substitute one or more
Qualified Substitute Mortgage Loans in the manner and subject to the limitations
set forth in Section 2.03(d). It is understood and agreed that the obligation
of
the related Originator or the Sponsor, as applicable, to cure or to repurchase
(or to substitute for) any Mortgage Loan as to which a document is missing,
a
material defect in a constituent document exists or as to which such a breach
has occurred and is continuing, and if and to the extent provided in the
related
Assignment Agreement or the Mortgage Loan Purchase Agreement to perform any
applicable indemnification obligations with respect to any such omission,
defect
or breach, as provided in such Assignment Agreement or 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) Notwithstanding
anything to the contrary in this Section 2.03, with respect to any breach
by the
related Originator or the Sponsor, as applicable, of any representation and
warranty which
breach materially and adversely affects the value of any Prepayment Charge
or
the interests of the Certificateholders therein,
the
Trustee shall enforce the obligation of the related Originator or the Sponsor,
as applicable, to remedy such breach as provided in the related Assignment
Agreement or the Mortgage Loan Purchase Agreement as follows: upon any Principal
Prepayment with respect to the affected Mortgage Loan, the related Originator
or
the Sponsor, as applicable, shall pay or cause to be paid to the Purchaser
the
excess, if any, of (x) the amount of such Prepayment Charge calculated as
set
forth in the Mortgage Loan Schedule and (y) the amount collected from the
Mortgagor in respect of such Prepayment Charge.
(c) Within
90
days of the earlier of discovery by the related Servicer or receipt of notice
by
the Depositor of the breach of any representation, warranty or covenant of
the
related Servicer set forth in Section 2.05 which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the
related Servicer shall cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage
Loans
made pursuant to Section 2.03(a) must be effected prior to the date which
is two
years after the Startup Day for REMIC I.
As
to any
Deleted Mortgage Loan for which the related Originator or the Sponsor, as
applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such
substitution shall be effected by the related Originator or the Sponsor,
as
applicable, delivering to the Trustee (or to the related Custodian on behalf
of
the Trustee, as applicable), for such Qualified Substitute Mortgage Loan
or
Loans, the Mortgage Note, the Mortgage, the Assignment in blank or to the
Trustee, and such other documents and agreements, with all necessary
endorsements thereon, as are required by Section 2.01, together with an
Officers’ Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution.
The
Custodian on its behalf and on behalf of the Trustee shall, for the benefit
of
the Certificateholders, review each Mortgage File within 90 days after execution
and delivery of this Agreement, to ascertain that all required documents
have
been executed, received and recorded, if applicable, and that such documents
relate to the Mortgage Loans. If in the course of such review the Trustee
or the
Custodian on its behalf finds a document or documents constituting a part
of a
Mortgage File to be defective in any material respect, the Trustee or the
Custodian on its behalf shall promptly so notify the Depositor, the Trust
Administrator, the related Originator, the Sponsor and the related Servicer.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans
in the
month of substitution are not part of the Trust Fund and will be retained
by the
related Originator or the Sponsor, as applicable. For the month of substitution,
distributions to Certificateholders will reflect the Monthly Payment due
on such
Deleted Mortgage Loan on or before the Due Date in the month of substitution,
and the related Originator or the Sponsor, as applicable, shall thereafter
be
entitled to retain all amounts subsequently received in respect of such Deleted
Mortgage Loan. The Trust Administrator shall give or cause to be given written
notice to the Trustee and the Certificateholders that such substitution has
taken place, and the Trust Administrator shall amend or cause the related
Custodian to amend the Mortgage Loan Schedule to reflect the removal of such
Deleted Mortgage Loan from the terms of this Agreement and the substitution
of
the Qualified Substitute Mortgage Loan or Loans and, upon receipt thereof,
shall
deliver a copy of such amended Mortgage Loan Schedule to the related Servicer.
Upon such substitution, such Qualified Substitute Mortgage Loan or Loans
shall
constitute part of the Mortgage Pool and shall be subject in all respects
to the
terms of this Agreement and the related Assignment Agreement or the Mortgage
Loan Purchase Agreement (including all applicable representations and warranties
thereof included in such Assignment Agreement or the Mortgage Loan Purchase
Agreement), in each case as of the date of substitution.
For
any
month in which the related Originator or the Sponsor, as applicable, substitutes
one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the related Servicer will determine the amount (the “Substitution
Shortfall Amount”), if any, by which the aggregate Purchase Price of all such
Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified
Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the
date
of substitution, together with one month’s interest on such Scheduled Principal
Balance at the applicable Mortgage Loan Remittance Rate. On the date of such
substitution, the Trustee will monitor the obligation of the related Originator
or the Sponsor, as applicable, to deliver or cause to be delivered, and shall
request that such delivery be to the related Servicer for deposit in the
related
Collection Account, an amount equal to the Substitution Shortfall Amount,
if
any, and the Trustee (or the related Custodian on behalf of the Trustee,
as
applicable), upon receipt of the related Qualified Substitute Mortgage Loan
or
Loans and written notice given by the related Servicer of such deposit, shall
release to the related Originator or the Sponsor, as applicable, the related
Mortgage File or Files and the Trustee and the Trust Administrator shall
execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the related Originator or the Sponsor, as applicable, shall
deliver
to it and as shall be necessary to vest therein any Deleted Mortgage Loan
released pursuant hereto.
In
addition, the related Originator or the Sponsor, as applicable, shall obtain
at
its own expense and deliver to the Trustee and the Trust Administrator an
Opinion of Counsel to the effect that such substitution will not cause (a)
any
federal tax to be imposed on any Trust REMIC, including without limitation,
any
federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the
Code or on “contributions after the startup date” under Section 860G(d)(1) of
the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time
that
any Certificate is outstanding. If such Opinion of Counsel cannot be delivered,
then such substitution may only be effected at such time as the required
Opinion
of Counsel can be given.
(e) Upon
discovery by the Depositor, a Servicer, the Trust Administrator or the Trustee
that any Mortgage Loan does not constitute a “qualified mortgage” within the
meaning of Section 860G(a)(3) of the Code, the party discovering such fact
shall
within two Business Days give written notice thereof to the other parties
to
this Agreement, and the Trustee shall give written notice thereof to the
Sponsor. In connection therewith, the related Originator or the Sponsor,
as
applicable, pursuant to the related Assignment Agreement or the 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 related Originator or the Sponsor, as applicable, if the affected
Mortgage Loan’s status as a non-qualified mortgage is or results from a breach
of any representation, warranty or covenant made by the related Originator
or
the Sponsor, as applicable, under the related Assignment Agreement or 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, the related Originator or the Sponsor, as the case may be,
the
Mortgage Loan to be released pursuant hereto in the same manner, and on the
same
terms and conditions, as it would a Mortgage Loan repurchased by the related
Originator or the Sponsor for breach of a representation or
warranty.
| SECTION 2.04 |
[Reserved].
|
| SECTION 2.05 |
Representations,
Warranties and Covenants of the
Servicers.
|
(a) Ameriquest
hereby represents, warrants and covenants to the Trust Administrator and
the
Trustee, for the benefit of each of the Trustee, the Trust Administrator,
the
Certificateholders and to the Depositor that as of the Closing Date or as
of
such date specifically provided herein:
(i)Such
Servicer is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and is duly authorized and qualified
to
transact any and all business contemplated by this Agreement to be conducted
by
such Servicer in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such qualification
and, in
any event, is in compliance with the doing business laws of any such State,
to
the extent necessary to ensure its ability to enforce each Mortgage Loan
and to
service the Mortgage Loans in accordance with the terms of this
Agreement;
(ii) Such
Servicer has the full corporate power and authority to service each Mortgage
Loan, and to execute, deliver and perform, and to enter into and consummate
the
transactions contemplated by this Agreement and has duly authorized by all
necessary corporate action on the part of such Servicer the execution, delivery
and performance of this Agreement; and this Agreement, assuming the due
authorization, execution and delivery thereof by the Depositor and the Trustee,
constitutes a legal, valid and binding obligation of such Servicer, enforceable
against such Servicer in accordance with its terms, except to the extent
that
(a) the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors’ rights
generally and (b) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to
the
discretion of the court before which any proceeding therefor may be
brought;
(iii) The
execution and delivery of this Agreement by such Servicer, the servicing
of the
Mortgage Loans by such Servicer hereunder, the consummation of any other
of the
transactions herein contemplated, and the fulfillment of or compliance with
the
terms hereof are in the ordinary course of business of such Servicer and
will
not (A) result in a breach of any term or provision of the charter or by-laws
of
such Servicer or (B) conflict with, result in a breach, violation or
acceleration of, or result in a default under, the terms of any other material
agreement or instrument to which such Servicer is a party or by which it
may be
bound, or any statute, order or regulation applicable to such Servicer of
any
court, regulatory body, administrative agency or governmental body having
jurisdiction over such Servicer; and such Servicer is not a party to, bound
by,
or in breach or violation of any indenture or other agreement or instrument,
or
subject to or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over it, which materially and adversely affects or, to such Servicer’s
knowledge, would in the future materially and adversely affect, (x) the ability
of such Servicer to perform its obligations under this Agreement or (y) the
business, operations, financial condition, properties or assets of such Servicer
taken as a whole;
(iv) Such
Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in
good
standing and is a HUD approved mortgagee pursuant to Section 203 and Section
211
of the National Housing Act;
(v) Except
as
disclosed in the Prospectus Supplement, no litigation is pending against
such
Servicer that would materially and adversely affect the execution, delivery
or
enforceability of this Agreement or the ability of such Servicer to service
the
Mortgage Loans or to perform any of its other obligations hereunder in
accordance with the terms hereof;
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by such Servicer
of, or compliance by such Servicer with, this Agreement or the consummation
of
the transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained prior
to
the Closing Date;
(vii) The
information set forth in the “monthly tape” provided to the Trustee or any of
its affiliates is true and correct in all material respects;
(viii) With
respect to each Mortgage Loan, the Assignment is in recordable form (except
that
the name of the assignee and the recording information with respect to such
Mortgage Loan is blank) and each Mortgage Loan was originated in the name
of
such Servicer or an affiliate thereof; and
(ix) Such
Servicer has fully furnished and shall continue to fully furnish, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (e.g., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information Company
or
their successors on a monthly basis.
It
is
understood and agreed that the representations, warranties and covenants
set
forth in this Section 2.05(a) shall survive delivery of the Mortgage Files
to
the Trustee or to the related Custodian on its behalf and shall inure to
the
benefit of the Trustee, the Trust Administrator, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the Servicers,
the
Trust Administrator or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely
affects
the value of any Mortgage Loan or the interests therein of the
Certificateholders, the party discovering such breach shall give prompt written
notice (but in no event later than two Business Days following such discovery)
to the Trustee and the Trust Administrator. Subject to Section 7.01, the
obligation of related Servicer set forth in Section 2.03(c) to cure breaches
shall constitute the sole remedies against the related Servicer available
to the
Certificateholders, the Depositor, the Trust Administrator or the Trustee
on
behalf of the Certificateholders respecting a breach of the representations,
warranties and covenants contained in this Section 2.05.
(b) Each
of
JPMorgan and Xxxxx Fargo hereby represents, warrants and covenants to the
Trust
Administrator and the Trustee, for the benefit of each of the Trustee, the
Trust
Administrator, the Certificateholders and to the Depositor that as of the
Closing Date or as of such date specifically provided herein:
(i) Such
Servicer is a national banking association or corporation, as applicable,
duly
formed, validly existing and in good standing under the laws of the United
States of America or the state of its incorporation, as applicable, and
is duly
authorized and qualified to transact any and all business contemplated
by this
Agreement to be conducted by such Servicer;
(ii) Such
Servicer has the full power and authority to conduct its business as presently
conducted by it and to execute, deliver and perform, and to enter into
and
consummate, all transactions contemplated by this Agreement. Such Servicer
has
duly authorized the execution, delivery and performance of this Agreement,
has
duly executed and delivered this Agreement, and this Agreement, assuming
the due
authorization, execution and delivery thereof by the Trustee, the Depositor
and
the Trust Administrator, constitutes a legal, valid and binding obligation
of
such Servicer, enforceable against such Servicer in accordance with its
terms
except to the extent that (a) the enforceability thereof may be limited
by
bankruptcy, insolvency, moratorium, receivership and other similar laws
relating
to creditors’ rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding
therefor
may be brought;
(iii) The
execution and delivery of this Agreement by such Servicer, the servicing
of the
Mortgage Loans by such Servicer hereunder, the consummation by such Servicer
of
any other of the transactions herein contemplated, and the fulfillment
of or
compliance with the terms hereof are in the ordinary course of business
of such
Servicer and will not (A) result in a breach of any term or provision of
the
charter or by-laws of such Servicer or (B) conflict with, result in a breach,
violation or acceleration of, or result in a default under, the terms of
any
other material agreement or instrument to which such Servicer is a party
or by
which it may be bound, or any statute, order or regulation applicable to
such
Servicer of any court, regulatory body, administrative agency or governmental
body having jurisdiction over such Servicer; and such Servicer is not a
party
to, bound by, or in breach or violation of any indenture or other agreement
or
instrument, or subject to or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body
having
jurisdiction over it, which materially and adversely affects or, to such
Servicer's knowledge, would in the future materially and adversely affect,
(x)
the ability of such Servicer to perform its obligations under this Agreement
or
(y) the business, operations, financial condition, properties or assets
of such
Servicer taken as a whole;
(iv) Such
Servicer is an approved seller/servicer for Xxxxxx Mae or Xxxxxxx Mac in
good
standing;
(v) Such
Servicer does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant made by it and contained in this
Agreement;
(vi) No
litigation is pending against such Servicer that would materially and adversely
affect the execution, delivery or enforceability of this Agreement or the
ability of such Servicer to service the Mortgage Loans or to perform any
of its
other obligations hereunder in accordance with the terms hereof;
(vii) There
are
no actions or proceedings against, or investigations known to it of, such
Servicer before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or (C)
that
might prohibit or materially and adversely affect the performance by such
Servicer of its obligations under, or the validity or enforceability of,
this
Agreement;
(viii) No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by such Servicer
of, or compliance by such Servicer with, this Agreement or the consummation
by
it of the transactions contemplated by this Agreement, except for such
consents,
approvals, authorizations or orders, if any, that have been obtained prior
to
the Closing Date;
(ix) Such
Servicer is a member of MERS in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS..
It
is
understood and agreed that the representations, warranties and covenants
set
forth in this Section 2.05(b) shall survive delivery of the Mortgage Files
to
the Trustee or to the related Custodian on its behalf and shall inure to
the
benefit of the Trustee, the Trust Administrator, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the Servicers,
the
Trust Administrator or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely
affects
the value of any Mortgage Loan or the interests therein of the
Certificateholders, the party discovering such breach shall give prompt written
notice (but in no event later than two Business Days following such discovery)
to the Trustee and the Trust Administrator. Subject to Section 7.01, the
obligation of related Servicer set forth in Section 2.03(c) to cure breaches
shall constitute the sole remedies against the related Servicer available
to the
Certificateholders, the Depositor, the Trust Administrator or the Trustee
on
behalf of the Certificateholders respecting a breach of the representations,
warranties and covenants contained in this Section 2.05.
| SECTION 2.06 |
Issuance
of the Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it or to the related Custodian on its behalf of the Mortgage Files, subject
to the provisions of Section 2.01 and Section 2.02, together with the assignment
to it of all other assets included in REMIC I delivered on the date hereof,
receipt of which is hereby acknowledged. Concurrently with such assignment
and
delivery of such assets delivered on the date hereof and in exchange therefor,
the Trust Administrator, pursuant to the written request of the Depositor
executed by an officer of the Depositor, has executed, authenticated and
delivered, to or upon the order of the Depositor, the Certificates in authorized
denominations. The interests evidenced by the Certificates (other than the
Class
CE Certificates, the Class P Certificates and the Class R-X Certificates),
the
Class CE Interest and the Class P Interest constitute the entire beneficial
ownership interest in REMIC II.
| SECTION 2.07 |
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by
the
Trustee.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
assets
described in the definition of REMIC I for the benefit of the holders of
the
REMIC I Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-I Interest). The Trustee (or the
related
Custodian on its behalf, as applicable) acknowledges receipt of the assets
described in the definition of REMIC I and declares that it holds and will
hold
the same in trust for the exclusive use and benefit of the holders of the
REMIC
I Regular Interests and the Class R Certificates (in respect of the Class
R-I
Interest). The interests evidenced by the Class R-I Interest, together with
the
REMIC I Regular Interests, constitute the entire beneficial ownership interest
in REMIC I.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
REMIC
I Regular Interests (which are uncertificated) for the benefit of the Holders
of
the Regular Certificates (other than the Class CE Certificates and the Class
P
Certificates), the Class CE Interest, the Class P Interest and the Class
R
Certificates (in respect of the Class R-II Interest). The Trustee acknowledges
receipt of the REMIC I Regular Interests and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the Holders of
the
Regular Certificates (other than the Class CE Certificates and the Class
P
Certificates), the Class CE Interest, the Class P Interest and the Class
R
Certificates (in respect of the Class R-II Interest). The interests evidenced
by
the Class R-II Interest, together with the Regular Certificates, the Class
CE
Interest and the Class P Interest, constitute the entire beneficial ownership
interest in REMIC II.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
Class
CE Interest (which is uncertificated) for the benefit of the Holders of the
Class CE Certificates and the Class R-X Certificates (in respect of the Class
R-III Interest). The Trustee acknowledges receipt of the Class CE Interest
and
declares that it holds and will hold the same in trust for the exclusive
use and
benefit of the Holders of the Class CE Certificates and the Class R-X
Certificates (in respect of the Class R-III Interest). The interests evidenced
by the Class R-III Interest, together with the Class CE Certificates, constitute
the entire beneficial ownership interest in REMIC III.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
Class
P Interest (which is uncertificated) for the benefit of the Holders of the
Class
P Certificates and the Class R-X Certificates (in respect of the Class R-IV
Interest). The Trustee acknowledges receipt of the Class P Interest and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the Holders of the Class P Certificates and the Class R-X Certificates
(in
respect of the Class R-IV Interest). The interests evidenced by the Class
R-IV
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC IV.
(e) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC I and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02
and
subsection (a) hereof, (ii) the assignment and delivery to the Trustee of
REMIC
II (including the Residual Interest therein represented by the Class R-II
Interest) and the acceptance by the Trustee thereof, pursuant to Section
2.01,
Section 2.02 and subsection (b) hereof, (iii) the assignment and delivery
to the
Trustee of REMIC III (including the Residual Interest therein represented
by the
Class R-III Interest) and the acceptance by the Trustee thereof, pursuant
to
Section 2.01, Section 2.02 and subsection (c) hereof and (iv) the assignment
and
delivery to the Trustee of REMIC IV (including the Residual Interest therein
represented by the Class IV Interest) and the acceptance by the Trustee thereof,
pursuant to Section 2.01, Section 2.02 and subsection (d) hereof, the Trustee,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order
of the
Depositor, (A) the Class R Certificates in authorized denominations evidencing
the Class R-I Interest and the Class R-II Interest and (B) the Class R-X
Certificates in authorized denominations evidencing the Class R-III Interest
and
the Class R-IV Interest.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
| SECTION 3.01 |
Servicer
to Act as Servicer.
|
Unless
otherwise specified, all references to actions to be taken by “the Servicer”
under this Article III or any other provision of this Agreement with respect
to
a Mortgage Loan or Mortgage Loans or with respect to an REO Property or REO
Properties shall be to actions to be taken or previously taken by the related
Servicer with respect to a Mortgage Loan or Mortgage Loans serviced thereby
or
with respect to an REO Property or REO Properties administered
thereby.
Furthermore, unless otherwise specified, all references to actions to be
taken
or previously taken by “the Servicer” under this Article III or any other
provision of this Agreement with respect to “the Collection Account” or “the
Servicing Account” shall be to actions to be taken or previously taken by each
Servicer with respect to the Collection Account or an escrow account to be
established and maintained thereby. Consistent with the foregoing, but only
insofar as the context so permits, this Article III is to be read with respect
to each Servicer as if such Servicer alone was servicing and administering
its
respective Mortgage Loans hereunder.
Each
of
Ameriquest and Xxxxx Fargo shall service and administer its respective Mortgage
Loans on behalf of the Trust Fund and in the best interests of and for the
benefit of the Certificateholders (as determined by the Servicer in its
reasonable judgment) in accordance with the terms of this Agreement and the
respective Mortgage Loans and, to the extent consistent with such terms,
in the
same manner in which it services and administers similar mortgage loans for
its
own portfolio, giving due consideration to customary and usual standards
of
practice of prudent mortgage lenders and loan servicers administering similar
mortgage loans but without regard to:
(i) any
relationship that the Servicer, any Sub-Servicer or any Affiliate of the
Servicer or any Sub-Servicer may have with the related Mortgagor;
(ii) the
ownership of any Certificate by the Servicer or any Affiliate of the
Servicer;
(iii) the
Servicer’s obligation to make P&I Advances or Servicing Advances;
or
(iv) the
Servicer’s or any Sub-Servicer’s right to receive compensation for its services
hereunder or with respect to any particular transaction.
JPMorgan
shall service and administer the JPMorgan Mortgage Loans on behalf of the
Trust
Fund and in the best interests of and for the benefit of the Certificateholders
(as determined by JPMorgan in its reasonable judgment) in accordance with
the
JPMorgan Servicing Standard and the respective Mortgage Loans.
To
the
extent consistent with the foregoing, the Servicer (a) shall seek the timely
and
complete recovery of principal and interest on the Mortgage Notes and (b)
shall
waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under
the
following circumstances: (i) (a) such waiver is standard and customary
in
servicing similar Mortgage Loans and such waiver relates to a default or
a
reasonably foreseeable default and would, in the reasonable judgment of
the
Servicer, maximize recovery of total proceeds taking into account the value
of
such Prepayment Charge and the related Mortgage Loan or (b) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally or
the collectability thereof shall have been limited due to acceleration
in
connection with a foreclosure or other involuntary payment, (ii) the collection
of such Prepayment Charge would be in violation of applicable laws, (iii)
the
amount of the Prepayment Charge set forth on the Prepayment Charge Schedule
is
not consistent with the related Mortgage Note or is otherwise unenforceable,
(iv) the Servicer has not received information and documentation sufficient
to
confirm the existence or amount of such Prepayment Charge or (v) the collection
of such Prepayment Charge would be considered “predatory” pursuant to written
guidance published or issued by any applicable federal, state or local
regulatory authority acting in its official capacity and having jurisdiction
over such matters. If a Prepayment Charge is waived as permitted by meeting
the
standard described in clauses (ii), (iii), (iv) or (v) above and a
representation or warranty regarding such Prepayment Charge has been breached,
then, the Trustee shall make commercially reasonable efforts to attempt
to
enforce the obligations of the related Originator under the related Master
Agreement to pay the amount of such waived Prepayment Charge, for the benefit
of
the Holders of the Class P Certificates; provided, however, that the Trustee
shall not be under any obligation to take any action pursuant to this paragraph
unless directed by the Depositor and provided, further, the Depositor hereby
agrees to assist the Trustee in enforcing any obligations of any Originator
to
repurchase or substitute for a Mortgage Loan which has breached a representation
or warranty under the related Assignment Agreement or the Mortgage Loan
Purchase
Agreement. If such Originator fails to pay the amount of such waived Prepayment
Charge in accordance with its obligations under the related Master Agreement,
the Trustee, Trust Administrator, the Servicer and the Depositor shall
consult
on further actions to be taken against such Originator. Notwithstanding
the
foregoing, to the extent that the Trustee and the related Originator are
the
same entity, the Trust Administrator shall enforce the obligations of the
related Originator under the related Master Agreement pursuant to the terms
of
this paragraph. If a Prepayment Charge is waived other than in accordance
with
(i) through (v) above, the Servicer shall pay the amount of such waived
Prepayment Charge to the Trust Administrator for deposit in the Distribution
Account for the benefit of the Holders of the Class P Certificates (the
“Servicer Prepayment Charge Payment Amount”).
To
the
extent consistent with the foregoing, the Servicer shall also seek to maximize
the timely and complete recovery of principal and interest on the Mortgage
Notes. Subject only to the above-described servicing standards (with respect
to
Xxxxx Fargo and Ameriquest) or to the JPMorgan Servicing Standard (with
respect
to JPMorgan) and the terms of this Agreement and of the respective Mortgage
Loans, the Servicer shall have full power and authority, acting alone or
through
Sub-Servicers as provided in Section 3.02, to do or cause to be done any
and all
things in connection with such servicing and administration which it may
deem
necessary or desirable. Without limiting the generality of the foregoing,
the
Servicer in its own name or in the name of a Sub-Servicer is hereby authorized
and empowered by the Trustee when the Servicer believes it appropriate
in its
best judgment in accordance with the servicing standards set forth (with
respect
to Xxxxx Fargo and Ameriquest) or to the JPMorgan Servicing Standard (with
respect to JPMorgan) above, to execute and deliver, on behalf of the
Certificateholders and the Trustee, and upon notice to the Trustee, any
and all
instruments of satisfaction or cancellation, or of partial or full release
or
discharge, and all other comparable instruments, with respect to the Mortgage
Loans and the Mortgaged Properties and to institute foreclosure proceedings
or
obtain a deed-in-lieu of foreclosure so as to convert the ownership of
such
properties, and to hold or cause to be held title to such properties, on
behalf
of the Trustee and Certificateholders. The Servicer shall service and administer
the Mortgage Loans in accordance with applicable state and federal law
and shall
provide to the Mortgagors any reports required to be provided to them thereby.
The Servicer shall also comply in the performance of this Agreement with
all
reasonable rules and requirements of any standard hazard insurance policy.
Subject to Section 3.17, the Trustee shall execute, at the written request
of
the Servicer, and furnish to the Servicer and any Sub-Servicer such documents
as
are necessary or appropriate to enable the Servicer or any Sub-Servicer
to carry
out their servicing and administrative duties hereunder, and the Trustee
hereby
grants to the Servicer a power of attorney to carry out such duties. The
Trustee
shall not be liable for the actions of the Servicer or any Sub-Servicers
under
such powers of attorney.
In
accordance with the standards of the preceding paragraph, the Servicer
shall
advance or cause to be advanced funds as necessary for the purpose of effecting
the timely payment of taxes and assessments on the Mortgaged Properties,
which
advances shall be Servicing Advances reimbursable in the first instance
from
related collections from the Mortgagors pursuant to Section 3.09, and further
as
provided in Section 3.11. Any cost incurred by the Servicer or by Sub-Servicers
in effecting the timely payment of taxes and assessments on a Mortgaged
Property
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit provided,
however, that (subject to Section 3.07) the Servicer may capitalize the
amount
of any Servicing Advances incurred pursuant to this Section 3.01 in connection
with the modification of a Mortgage Loan.
The
Servicer further is authorized and empowered by the Trustee, on behalf
of the
Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage
Loan on
the MERS System, or cause the removal from the registration of any Mortgage
Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and
the
Certificateholders or any of them, any and all instruments of assignment
and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses (i) incurred as a result
of MERS
discontinuing or becoming unable to continue operations in connection with
the
MERS System or (ii) if the affected Mortgage Loan is in default or, in
the
judgment of the Servicer, such default is reasonably foreseeable, incurred
in
connection with the actions described in the preceding sentence, shall
be
subject to withdrawal by the Servicer from the Collection Account.
Notwithstanding
anything in this Agreement to the contrary, the Servicer may not make any
future
advances with respect to a Mortgage Loan (except as provided in Section
4.03)
and the Servicer shall not (i) permit any modification with respect to
any
Mortgage Loan (except with respect to a Mortgage Loan that is in default
or, in
the judgment of the Servicer, such default is reasonably foreseeable) that
would
change the Mortgage Rate, reduce or increase the principal balance (except
for
reductions resulting from actual payments of principal) or change the final
maturity date on such Mortgage Loan or (ii) permit any modification, waiver
or
amendment of any term of any Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the
Code (or
final, temporary or proposed Treasury regulations promulgated thereunder)
and
(B) cause any Trust REMIC to fail to qualify as a REMIC under the Code
or the
imposition of any tax on “prohibited transactions” or “contributions after the
startup date” under the REMIC Provisions.
The
Servicer may delegate its responsibilities under this Agreement; provided,
however, that no such delegation shall release the Servicer from the
responsibilities or liabilities arising under this Agreement.
The
Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf)
has
fully furnished and will continue to fully furnish, in accordance with
the Fair
Credit Reporting Act and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files
to
Equifax, Experian and Trans Union Credit Information Company or their successors
on a monthly basis.
[Notarial
Seal]
| SECTION 3.02 |
Sub-Servicing
Agreements Between the Servicer and
Sub-Servicers.
|
(a) The
Servicer may enter into Sub-Servicing
Agreements
(provided that such agreements would not result in a withdrawal or a
downgrading
by the Rating Agencies of the rating on any Class of Certificates) with
Sub-Servicers, for the servicing and administration of the Mortgage Loans;
provided, however, such sub-servicing arrangement and the terms of the
related
Sub-Servicing Agreement must provide for the servicing of Mortgage Loans
in a
manner consistent with the servicing arrangement contemplated hereunder.
As
of the
Closing Date, JPMorgan has engaged CHF to act as a Sub-Servicer with
respect to
JPMorgan’s servicing obligations under this Agreement. So long as JPMorgan is
not a ranked servicer by the Rating Agencies, JPMorgan agrees that prior
to
replacing CHF as a Sub-Servicer, other than with an Affiliate of JPMorgan
that
is a ranked servicer, it will obtain written confirmation from each Rating
Agency that such replacement of CHF as Sub-Servicer with respect to JPMorgan’s
servicing obligations related to the JPMorgan Mortgage Loans will not
cause the
current rating on the Certificates to be withdrawn or lowered by the
Rating
Agencies and any replacement Sub-Servicer shall sub-service in accordance
with
the terms of this Agreement, including but not limited to the consideration
of
whether to waive a Prepayment Charge hereunder.
(b) Each
Sub-Servicer shall be (i) authorized to transact business in the state
or states
in which the related Mortgaged Properties it is to service are situated,
if and
to the extent required by applicable law to enable the Sub-Servicer to
perform
its obligations hereunder and under the Sub-Servicing Agreement and (ii)
a
Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing
Agreement must impose on the Sub-Servicer requirements conforming to
the
provisions set forth in Section 3.08 and provide for servicing of the
Mortgage
Loans consistent with the terms of this Agreement. The Servicer will
examine
each Sub-Servicing Agreement and will be familiar with the terms thereof.
The
terms of any Sub-Servicing Agreement will not be inconsistent with any
of the
provisions of this Agreement. The Servicer and the Sub-Servicers may
enter into
and make amendments to the Sub-Servicing Agreements or enter into different
forms of Sub-Servicing Agreements; provided, however, that any such amendments
or different forms shall be consistent with and not violate the provisions
of
this Agreement, and that no such amendment or different form shall be
made or
entered into which could be reasonably expected to be materially adverse
to the
interests of the Certificateholders, without the consent of the Holders
of
Certificates entitled to at least 66% of the Voting Rights. Any variation
without the consent of the Holders of Certificates entitled to at least
66% of
the Voting Rights from the provisions set forth in Section 3.08 relating
to
insurance or priority requirements of Sub-Servicing Accounts, or credits
and
charges to the Sub- Servicing Accounts or the timing and amount of remittances
by the Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent
with this Agreement and therefore prohibited. The Servicer shall deliver
to the
Trustee and the Trust Administrator copies of all Sub-Servicing Agreements,
and
any amendments or modifications thereof, promptly upon the Servicer’s execution
and delivery of such instruments.
(c) As
part
of its servicing activities hereunder, the Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit of
the Trustee
and the Certificateholders, shall enforce the obligations of each Sub-Servicer
under the related Sub-Servicing Agreement, including, without limitation,
any
obligation to make advances in respect of delinquent payments as required
by a
Sub-Servicing Agreement. Such enforcement, including, without limitation,
the
legal prosecution of claims, termination of Sub-Servicing Agreements,
and the
pursuit of other appropriate remedies, shall be in such form and carried
out to
such an extent and at such time as the Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans.
The
Servicer shall pay the costs of such enforcement at its own expense,
and shall
be reimbursed therefor only (i) from a general recovery resulting from
such
enforcement, to the extent, if any, that such recovery exceeds all amounts
due
in respect of the related Mortgage Loans, or (ii) from a specific recovery
of
costs, expenses or attorneys’ fees against the party against whom such
enforcement is directed.
| SECTION 3.03 |
Successor
Sub-Servicers.
|
The
Servicer shall be entitled to terminate any Sub-Servicing Agreement and
the
rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the
Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer,
and
the Servicer either shall service directly the related Mortgage Loans
or shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement
may be
immediately terminated by the Trustee or the Trust Administrator without
fee, in
accordance with the terms of this Agreement, in the event that the Servicer
shall, for any reason, no longer be the Servicer (including termination
due to a
Servicer Event of Default).
| SECTION 3.04 |
Liability
of the Servicer.
|
Each
Servicer shall be liable in accordance herewith only to the extent of
the
obligations specifically imposed by this Agreement and undertaken hereunder
by
the related Servicer herein.
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement
relating to
agreements or arrangements between the Servicer and a Sub-Servicer or
reference
to actions taken through a Sub-Servicer or otherwise, the Servicer shall
remain
obligated and primarily liable to the Trustee and the Certificateholders
for the
servicing and administering of the Mortgage Loans in accordance with
the
provisions of Section 3.01 without diminution of such obligation or liability
by
virtue of such Sub-Servicing Agreements or arrangements or by virtue
of
indemnification from the Sub-Servicer and to the same extent and under
the same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into any
agreement
with a Sub- Servicer for indemnification of the Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify
such
indemnification.
| SECTION 3.05 |
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions
or
services relating to the Mortgage Loans involving a Sub-Servicer in its
capacity
as such shall be deemed to be between the Sub-Servicer and the Servicer
alone,
and the Trustee, the Trust Administrator and the Certificateholders shall
not be
deemed parties thereto and shall have no claims, rights, obligations,
duties or
liabilities with respect to the Sub-Servicer except as set forth in Section
3.06. The Servicer shall be solely liable for all fees owed by it to
any
Sub-Servicer, irrespective of whether the Servicer’s compensation pursuant to
this Agreement is sufficient to pay such fees.
| SECTION 3.06 |
Assumption
or Termination of Sub-Servicing Agreements by Trust
Administrator.
|
In
the
event the Servicer shall for any reason no longer be the servicer (including
by
reason of the occurrence of a Servicer Event of Default), the Trust
Administrator or its designee shall thereupon assume all of the rights
and
obligations of the Servicer under each Sub-Servicing Agreement that the
Servicer
may have entered into, unless the Trust Administrator elects to terminate
any
Sub-Servicing Agreement in accordance with its terms as provided in Section
3.03. Upon such assumption, the Trust Administrator, its designee or
the
successor servicer for the Trust Administrator appointed pursuant to
Section
7.02 shall be deemed, subject to Section 3.03, to have assumed all of
the
Servicer’s interest therein and to have replaced the Servicer as a party to each
Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement
had been assigned to the assuming party, except that (i) the Servicer
shall not
thereby be relieved of any liability or obligations under any Sub-Servicing
Agreement and (ii) none of the Trust Administrator, its designee or any
successor Servicer shall be deemed to have assumed any liability or obligation
of the Servicer that arose before it ceased to be the Servicer.
The
Servicer at its expense shall, upon request of the Trust Administrator,
deliver
to the assuming party all documents and records relating to each Sub-Servicing
Agreement and the Mortgage Loans then being serviced and an accounting
of
amounts collected and held by or on behalf of it, and otherwise use its
best
efforts to effect the orderly and efficient transfer of the Sub- Servicing
Agreements to the assuming party.
| SECTION 3.07 |
Collection
of Certain Mortgage Loan Payments.
|
The
Servicer shall make reasonable efforts to collect all payments called
for under
the terms and provisions of the Mortgage Loans, and shall, to the extent
such
procedures shall be consistent with this Agreement and the terms and
provisions
of any applicable insurance policies, follow such collection procedures
as it
would follow with respect to mortgage loans comparable to the Mortgage
Loans and
held for its own account. Consistent with the foregoing and the servicing
standards set forth in Section 3.01 (with respect to Xxxxx Fargo and
Ameriquest)
and with the JPMorgan Servicing Standard (with respect to JPMorgan),
the
Servicer may in its discretion (i) waive any late payment charge or,
if
applicable, penalty interest, (ii) waive any provision of any Mortgage
Loan
requiring the related Mortgagor to submit to mandatory arbitration with
respect
to disputes arising thereunder or (iii) extend the due dates for Monthly
Payments due on a Mortgage Note for a period of not greater than 180
days;
provided that any extension pursuant to clause (iii) above shall not
affect the
amortization schedule of any Mortgage Loan for purposes of any computation
hereunder, except as provided below. In the event of any such arrangement
pursuant to clause (iii) above, the Servicer shall make timely advances
on such
Mortgage Loan during such extension pursuant to Section 4.03 and in accordance
with the amortization schedule of such Mortgage Loan without modification
thereof by reason of such arrangements. Notwithstanding the foregoing,
in the
event that any Mortgage Loan is in default or, in the judgment of the
Servicer,
such default is reasonably foreseeable, the Servicer, consistent with
the
standards set forth in Section 3.01 (with respect to Xxxxx Fargo and
Ameriquest)
and with the JPMorgan Servicing Standard (with respect to JPMorgan),
may
waive,
modify or vary any term of such Mortgage Loan (including, but not limited
to,
modifications that change the Mortgage Rate, forgive the payment of principal
or
interest or extend the final maturity date of such Mortgage Loan), accept
payment from the related Mortgagor of an amount less than the Stated
Principal
Balance in final satisfaction of such Mortgage Loan (such payment, a
“Short
Pay-off”) or consent to the postponement of strict compliance with any such term
or otherwise grant indulgence to any Mortgagor, if
in the
Servicer’s determination such waiver, modification, postponement or indulgence
is not materially adverse to the interests of the Certificateholders
(taking
into account any estimated Realized Loss that might result absent such
action);
provided, however, Xxxxx Fargo shall not modify any Mortgage Loan in
a manner
that would capitalize the amount of any unpaid Monthly Payments or tax
or
insurance payments advanced by Xxxxx Fargo on the Mortgagor’s behalf unless the
related Mortgagor shall have remitted an amount equal to a full Monthly
Payment
(or, in the case of any Mortgage Loan subject to a forbearance plan or
bankruptcy plan, a full modified monthly payment under such plan) in
each of the
three calendar months immediately preceding the month of such modification.
| SECTION 3.08 |
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish
and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with
all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the Sub-Servicing Account, in no event
more than
two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation
to
the extent permitted by the Sub-Servicing Agreement. The Sub-Servicer
shall
thereafter remit such proceeds to the Servicer for deposit in the Collection
Account not later than two Business Days after the deposit of such amounts
in
the Sub-Servicing Account. For purposes of this Agreement, the Servicer
shall be
deemed to have received payments on the Mortgage Loans when the Sub-Servicer
receives such payments.
| SECTION 3.09 |
Collection
of Taxes and Similar Items; Servicing
Accounts.
|
To
the
extent the terms of a Mortgage provide for Escrow Payments, the Servicer
shall
establish and maintain one or more accounts (the “Servicing Accounts”), into
which all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of taxes, fire, flood, and hazard insurance
premiums, hazard insurance proceeds (to the extent such amounts are to
be
applied to the restoration or repair of the property) and comparable
items for
the account of the Mortgagors (“Escrow Payments”) shall be deposited and
retained. Servicing Accounts shall be Eligible Accounts. The Servicer
shall
deposit in the Servicing Accounts on a daily basis and in no event later
than
the second Business Day after receipt, and retain therein, all Escrow
Payments
collected on account of the Mortgage Loans, for the purpose of effecting
the
timely payment of any such items as required under the terms of this
Agreement.
Withdrawals of amounts from a Servicing Account may be made only to (i)
effect
timely payment of taxes, fire, flood, and hazard insurance premiums,
and
comparable items; (ii) reimburse the Servicer out of related collections
for any
advances made pursuant to Section 3.01 (with respect to taxes and assessments)
and Section 3.14 (with respect to fire, flood and hazard insurance);
(iii)
refund to Mortgagors any sums as may be determined to be overages; (iv)
pay
interest, if required and as described below, to Mortgagors on balances
in the
Servicing Account; or (v) clear and terminate the Servicing Account at
the
termination of the Servicer’s obligations and responsibilities in respect of the
Mortgage Loans under this Agreement in accordance with Article IX. As
part of
its servicing duties, the Servicer shall pay to the Mortgagors interest
on funds
in Servicing Accounts, to the extent required by law and, to the extent
that
interest earned on funds in the Servicing Accounts is insufficient, to
pay such
interest from its or their own funds, without any reimbursement therefor.
Notwithstanding the foregoing, the Servicer shall not be obligated to
collect
Escrow Payments if the related Mortgage Loan does not require such payments
but
the Servicer shall nevertheless be obligated to make Servicing Advances
as
provided in Section 3.01. In the event the Servicer shall deposit in
the
Servicing Accounts any amount not required to be deposited therein, it
may at
any time withdraw such amount from the Servicing Accounts, any provision
to the
contrary notwithstanding.
To
the
extent that a Mortgage does not provide for Escrow Payments, the Servicer
(i)
shall determine whether any such payments are made by the Mortgagor in
a manner
and at a time that is necessary to avoid the loss of the Mortgaged Property
due
to a tax sale or the foreclosure as a result of a tax lien and (ii) shall
ensure
that all insurance required to be maintained on the Mortgaged Property
pursuant
to this Agreement is maintained. If any such payment has not been made
and the
Servicer receives notice of a tax lien with respect to the Mortgage Loan
being
imposed, the Servicer will, to the extent required to avoid loss of the
Mortgaged Property, advance or cause to be advanced funds necessary to
discharge
such lien on the Mortgaged Property. The Servicer assumes full responsibility
for the payment of all such bills and shall effect payments of all such
bills
irrespective of the Mortgagor’s faithful performance in the payment of same or
the making of the Escrow Payments and shall make Servicing Advances from
its own
funds to effect such payments.
| SECTION 3.10 |
Collection
Account and Distribution Account.
|
(a) On
behalf
of the Trust Fund, the Servicer shall establish and maintain one or more
separate, segregated trust accounts (such account or accounts, the “Collection
Account”), held in trust for the benefit of the Trust Administrator, the Trustee
and the Certificateholders. On behalf of the Trust Fund, the Servicer
shall
deposit or cause to be deposited in the clearing account (which account
must be
an Eligible Account) in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities
on a
daily basis, and in no event more than two Business Days after the Servicer’s
receipt thereof, and shall thereafter deposit in the Collection Account,
in no
event more than one Business Day after the deposit of such funds into
the
clearing account, as and when received or as otherwise required hereunder,
the
following payments and collections received or made by it from and after
the
Cut-off Date (other than in respect of principal or interest on the related
Mortgage Loans due on or before the Cut-off Date), or payments (other
than
Principal Prepayments) received by it on or prior to the Cut-off Date
but
allocable to a Due Period subsequent thereto:
(i) all
payments on account of principal, including Principal Prepayments (but
not
Prepayment Charges), on the Mortgage Loans;
(ii) all
payments on account of interest (net of the related Servicing Fee and
any
Prepayment Interest Excess) on each Mortgage Loan;
(iii) all
Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other
than
(a) proceeds to be held in an escrow account and applied to the restoration
or
repair of the Mortgaged Property or released to the Mortgagor in accordance
with
the terms of this Agreement or (b) proceeds collected in respect of any
particular REO Property and amounts paid by the Servicer in connection
with a
purchase of Mortgage Loans and REO Properties pursuant to Section
9.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection
with any
losses realized on Permitted Investments with respect to funds held in
the
Collection Account;
(v) any
amounts required to be deposited by the Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance
with
Section 2.03 or Section 9.01;
(vii) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;
and
(viii) all
Prepayment Charges collected by the Servicer and any Servicer Prepayment
Charge
Payment Amounts in connection with the Principal Prepayment of any of
the
Mortgage Loans.
For
purposes of the immediately preceding sentence, the Cut-off Date with
respect to
any Qualified Substitute Mortgage Loan shall be deemed to be the date
of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the
generality
of the foregoing, payments in the nature of late payment charges, Prepayment
Interest Excess or assumption fees (other than Prepayment Charges) need
not be
deposited by the Servicer in the Collection Account. In the event the
Servicer
shall deposit in the Collection Account any amount not required to be
deposited
therein, it may at any time withdraw such amount from the Collection
Account,
any provision herein to the contrary notwithstanding.
(b) On
behalf
of the Trust Fund, the Trust Administrator, as agent for the Trustee,
shall
establish and maintain one or more separate, segregated trust accounts
(such
account or accounts, the “Distribution Account”), held in trust for the benefit
of the Certificateholders. On behalf of the Trust Fund, the Servicers
shall
deliver to the Trust Administrator in immediately available funds for
deposit in
the Distribution Account on or before 4:00 p.m. New York time on the
Servicer
Remittance Date, that portion of the Available Distribution Amount (calculated
without regard to the subtraction therefrom of the Credit Risk Manager
Fee) for
the related Distribution Date then on deposit in the Collection Account,
the
amount of all Prepayment Charges collected during the applicable Prepayment
Period by the Servicer and Servicer Prepayment Charge Payment Amounts
in
connection with the Principal Prepayment of any of the Mortgage Loans
then on
deposit in the Collection Account.
(c) Funds
in
the Collection Account and the Distribution Account may be invested in
Permitted
Investments in accordance with the provisions set forth in Section 3.12.
The
Servicer shall give notice to the Trust Administrator (who shall give
notice to
the Trustee and the Depositor) of the location of the Collection Account
maintained by it when established and prior to any change thereof. The
Trust
Administrator shall give notice to the Servicer, the Trustee and the
Depositor
of the location of the Distribution Account when established and prior
to any
change thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Servicer
to
the Trust Administrator for deposit in an account (which may be the Distribution
Account and must satisfy the standards for the Distribution Account as
set forth
in the definition thereof) and for all purposes of this Agreement shall
be
deemed to be a part of the Collection Account; provided, however, that
the Trust
Administrator shall have the sole authority to withdraw any funds held
pursuant
to this subsection (d). In the event the Servicer shall deliver to the
Trust
Administrator for deposit in the Distribution Account any amount not
required to
be deposited therein, it may at any time request that the Trust Administrator
withdraw such amount from the Distribution Account and remit to it any
such
amount, any provision herein to the contrary notwithstanding. In addition,
the
Servicer shall deliver to the Trust Administrator from time to time for
deposit,
and upon written notification from the Servicer, the Trust Administrator
shall
so deposit, in the Distribution Account:
(i) any
P&I Advances, as required pursuant to Section 4.03;
(ii) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid by the Servicer in connection with a purchase of Mortgage
Loans and REO Properties pursuant to Section 9.01;
(iv) any
amounts required to be deposited pursuant to Section 3.24 in connection
with any
Prepayment Interest Shortfalls; and
(v) any
Stayed Funds, as soon as permitted by the federal bankruptcy court having
jurisdiction in such matters.
(e) Promptly
upon receipt of any Stayed Funds, whether from the Servicer, a trustee
in
bankruptcy, or federal bankruptcy court or other source, the Trust Administrator
shall deposit such funds in the Distribution Account, subject to withdrawal
thereof as permitted hereunder.
(f) The
Servicer shall deposit in the Collection Account any amounts required
to be
deposited pursuant to Section 3.12(b) in connection with losses realized
on
Permitted Investments with respect to funds held in the Collection
Account.
| SECTION 3.11 |
Withdrawals
from the Collection Account and Distribution
Account.
|
(a) The
Servicer shall, from time to time, make withdrawals from the Collection
Account
for any of the following purposes or as described in Section 4.03:
(i) to
remit
to the Trust Administrator for deposit in the Distribution Account the
amounts
required to be so remitted pursuant to Section 3.10(b) or permitted to
be so
remitted pursuant to the first sentence of Section 3.10(d);
(ii) subject
to Section 3.16(d), to reimburse the Servicer for P&I Advances, but only to
the extent of amounts received which represent Late Collections (net
of the
related Servicing Fees) of Monthly Payments on Mortgage Loans with respect
to
which such P&I Advances were made in accordance with the provisions of
Section 4.03;
(iii) subject
to Section 3.16(d), to pay the Servicer or any Sub-Servicer (A) any unpaid
Servicing Fees, (B) any unreimbursed Servicing Advances with respect
to each
Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance
Proceeds or other amounts as may be collected by the Servicer from a
Mortgagor,
or otherwise received with respect to such Mortgage Loan and (C) without
limiting any right of withdrawal set forth in clause (vi) below, any
Servicing
Advances made with respect to a Mortgage Loan that, following the final
liquidation of a Mortgage Loan are Nonrecoverable Advances, but only
to the
extent that Late Collections, Liquidation Proceeds and Insurance Proceeds
received with respect to such Mortgage Loan are insufficient to reimburse
the
Servicer or any Sub-Servicer for such Servicing Advances;
(iv) to
pay to
the Servicer as servicing compensation (in addition to the Servicing
Fee) on the
Servicer Remittance Date any interest or investment income earned on
funds
deposited in the Collection Account;
(v) to
pay to
the Servicer, the Depositor or the Sponsor, as the case may be, with
respect to
each Mortgage Loan that has previously been purchased or replaced pursuant
to
Section 2.03 all amounts received thereon subsequent to the date of purchase
or
substitution, as the case may be;
(vi) to
reimburse the Servicer for any P&I Advance or Servicing Advance previously
made which the Servicer has determined to be a Nonrecoverable Advance
in
accordance with the provisions of Section 4.03;
(vii) to
reimburse the Servicer or the Depositor for expenses incurred by or reimbursable
to the Servicer or the Depositor, as the case may be, pursuant to Section
6.03;
(viii) to
reimburse the Servicer, the Trust Administrator or the Trustee, as the
case may
be, for expenses reasonably incurred in respect of the breach or defect
giving
rise to the purchase obligation under Section 2.03 or Section 2.04 of
this
Agreement that were included in the Purchase Price of the Mortgage Loan,
including any expenses arising out of the enforcement of the purchase
obligation;
(ix) to
pay
itself any Prepayment Interest Excess (to the extent not otherwise
retained);
(x) to
pay,
or to reimburse the Servicer for advances in respect of expenses incurred
in
connection with any Mortgage Loan pursuant to Section 3.16(b);
(xi) to
clear
and terminate the Collection Account pursuant to Section 9.01; and
(xii) to
withdraw any amounts deposited in the Collection Account in error.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan
by
Mortgage Loan basis, for the purpose of justifying any withdrawal from
the
Collection Account, to the extent held by or on behalf of it, pursuant
to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
shall provide written notification to the Trustee and the Trust Administrator,
on or prior to the next succeeding Servicer Remittance Date, upon making
any
withdrawals from the Collection Account pursuant to subclause (vii)
above.
(b) The
Trust
Administrator shall, from time to time, make withdrawals from the Distribution
Account, for any of the following purposes, without priority:
(i) to
make
distributions to Certificateholders in accordance with Section
4.01;
(ii) to
pay to
itself any interest income earned on funds deposited in the Distribution
Account
pursuant to Section 3.12(c);
(iii) to
reimburse the Trust Administrator or the Trustee pursuant to Section
7.02;
(iv) to
pay
any amounts in respect of taxes pursuant to 10.01(g)(iii);
(v) to
pay
any Extraordinary Trust Fund Expenses;
(vi) to
reimburse the Trust Administrator or the Trustee for any P&I Advance made by
it under Section 7.01 (if not reimbursed by the Servicer) to the same
extent the
Servicer would be entitled to reimbursement under Section 3.11(a);
(vii) to
pay
the Credit Risk Manager the Credit Risk Manager Fee; and
(viii) to
clear
and terminate the Distribution Account pursuant to Section 9.01.
| SECTION 3.12 |
Investment
of Funds in the Collection Account and the Distribution
Account.
|
(a) The
Servicer may direct any depository institution maintaining the Collection
Account (for purposes of this Section 3.12, an “Investment Account”), and the
Trust Administrator may at the direction of the Depositor direct any
depository
institution maintaining the Distribution Account (for purposes of this
Section
3.12, also an “Investment Account”), to hold the funds in such Investment
Account uninvested or to invest the funds in such Investment Account
in one or
more Permitted Investments specified in such instruction bearing interest
or
sold at a discount, and maturing, unless payable on demand, (i) no later
than
the Business Day immediately preceding the date on which such funds are
required
to be withdrawn from such account pursuant to this Agreement, if a Person
other
than the Trust Administrator is the obligor thereon, and (ii) no later
than the
date on which such funds are required to be withdrawn from such account
pursuant
to this Agreement, if the Trust Administrator is the obligor thereon.
All such
Permitted Investments shall be held to maturity, unless payable on demand.
Any
investment of funds in an Investment Account shall be made in the name
of the
Trust Administrator (in its capacity as such) or in the name of a nominee
of the
Trust Administrator. The Trust Administrator shall be entitled to sole
possession (except with respect to investment direction of funds held
in the
Collection Account and the Distribution Account and any income and gain
realized
thereon) over each such investment, and any certificate or other instrument
evidencing any such investment shall be delivered directly to the Trust
Administrator or its agent, together with any document of transfer necessary
to
transfer title to such investment to the Trust Administrator or its nominee.
In
the event amounts on deposit in an Investment Account are at any time
invested
in a Permitted Investment payable on demand, the Trust Administrator
shall:
(x) consistent
with any notice required to be given thereunder, demand that payment
thereon be
made on the last day such Permitted Investment may otherwise mature hereunder
in
an amount equal to the lesser of (1) all amounts then payable thereunder
and (2)
the amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder promptly upon determination by
a
Responsible Officer of the Trust Administrator that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter
on
deposit in the Investment Account.
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account held by or on behalf of the Servicer, shall be for
the
benefit of the Servicer and shall be subject to its withdrawal in accordance
with Section 3.11. The Servicer shall deposit in the Collection Account
the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such accounts immediately upon realization
of such
loss.
(c) All
income and gain realized from the investment of funds deposited in the
Distribution Account held by or on behalf of the Trust Administrator,
shall be
for the benefit of the Trust Administrator and shall be subject to its
withdrawal at any time. The Trust Administrator shall deposit in the
Distribution Account the amount of any loss of principal incurred in
respect of
any such Permitted Investment made with funds in such accounts immediately
upon
realization of such loss.
(d) Except
as
otherwise expressly provided in this Agreement, if any default occurs
in the
making of a payment due under any Permitted Investment, or if a default
occurs
in any other performance required under any Permitted Investment, the
Trust
Administrator may and, subject to Section 8.01 and Section 8.02(a)(v),
upon the
request of the Holders of Certificates representing more than 50% of
the Voting
Rights allocated to any Class of Certificates, shall take such action
as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
| SECTION 3.13 |
[Reserved].
|
| SECTION 3.14 |
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
(a) The
terms
of each Mortgage Note require the related Mortgagor to maintain fire,
flood and
hazard insurance policies. To the extent such policies are not maintained,
the
Servicer shall cause to be maintained for each Mortgaged Property fire
and
hazard insurance with extended coverage as is customary in the area where
the
Mortgaged Property is located in an amount which is at least equal to
the least
of (i) the current principal balance of such Mortgage Loan, (ii) the
amount
necessary to fully compensate for any damage or loss to the improvements
which
are a part of such property on a replacement cost basis and (iii) in
the case of
Ameriquest and JPMorgan, the maximum insurable value of the improvements
which
are a part of such Mortgaged Property, in each case in an amount not
less than
such amount as is necessary to avoid the application of any coinsurance
clause
contained in the related hazard insurance policy. The Servicer shall
also cause
to be maintained fire and hazard insurance on each REO Property with
extended
coverage as is customary in the area where the Mortgaged Property is
located in
an amount which is at least equal to the lesser of (i) the maximum insurable
value of the improvements which are a part of such property and (ii)
the
outstanding principal balance of the related Mortgage Loan at the time
it became
an REO Property. The Servicer will comply in the performance of this
Agreement
with all reasonable rules and requirements of each insurer under any
such hazard
policies. Any amounts to be collected by the Servicer under any such
policies
(other than amounts to be applied to the restoration or repair of the
property
subject to the related Mortgage or amounts to be released to the Mortgagor
in
accordance with the procedures that the Servicer would follow in servicing
loans
held for its own account, subject to the terms and conditions of the
related
Mortgage and Mortgage Note) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.11, if received in respect
of a
Mortgage Loan, or in the REO Account, subject to withdrawal pursuant
to Section
3.23, if received in respect of an REO Property. Any cost incurred by
the
Servicer in maintaining any such insurance shall not, for the purpose
of
calculating distributions to Certificateholders, be added to the unpaid
principal balance of the related Mortgage Loan, notwithstanding that
the terms
of such Mortgage Loan so permit; provided, however, that the Servicer
may
capitalize the amount of any Servicing Advances incurred pursuant to
this
Section 3.14 in connection with the modification of a Mortgage Loan.
It is
understood and agreed that no earthquake or other additional insurance
is to be
required of any Mortgagor other than pursuant to such applicable laws
and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property or REO Property is at
any time
in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, the Servicer will
cause to be
maintained a flood insurance policy in respect thereof. With respect
to
Ameriquest and JPMorgan, such flood insurance shall be in an amount equal
to the
least of (i) the unpaid principal balance of the related Mortgage Loan,
(ii) the
maximum amount of such insurance available for the related Mortgaged
Property
under the national flood insurance program (assuming that the area in
which such
Mortgaged Property is located is participating in such program) and (iii)
the
maximum insurable value of the improvements which are a part of such
Mortgaged
Property. With respect to Xxxxx Fargo, such flood insurance shall be
in an
amount equal to the lesser of (i) the unpaid principal balance of the
related
Mortgage Loan and (ii) the maximum amount of such insurance available
for the
related Mortgaged Property under the national flood insurance program
(assuming
that the area in which such Mortgaged Property is located is participating
in
such program); provided, that, such flood insurance must also be equal
to the
replacement value or the maximum payable amount under the Flood Disaster
Protection Act (FDPA).
In
the
event that the Servicer shall obtain and maintain a blanket policy with
an
insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
Guide insuring against hazard losses on all of the Mortgage Loans, it
shall
conclusively be deemed to have satisfied its obligations as set forth
in the
first two sentences of this Section 3.14, it being understood and agreed
that
such policy may contain a deductible clause, in which case the Servicer
shall,
in the event that there shall not have been maintained on the related
Mortgaged
Property or REO Property a policy complying with the first two sentences
of this
Section 3.14, and there shall have been one or more losses which would
have been
covered by such policy, deposit to the Collection Account from its own
funds the
amount not otherwise payable under the blanket policy because of such
deductible
clause. In connection with its activities as administrator and servicer
of the
Mortgage Loans, the Servicer agrees to prepare and present, on behalf
of itself,
the Trustee, the Trust Fund and the Certificateholders, claims under
any such
blanket policy in a timely fashion in accordance with the terms of such
policy.
(b) The
Servicer shall keep in force during the term of this Agreement a policy
or
policies of insurance covering errors and omissions for failure in the
performance of its respective obligations under this Agreement, which
policy or
policies shall be in such form and amount that would meet the requirements
of
Xxxxxx Mae or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans,
unless
the Servicer, has obtained a waiver of such requirements from Xxxxxx
Mae or
Xxxxxxx Mac. The Servicer shall each also maintain a fidelity bond in
the form
and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx
Mac, unless
the Servicer, has obtained a waiver of such requirements from Xxxxxx
Mae or
Xxxxxxx Mac. The Servicer shall be deemed to have complied with this
provision
if an Affiliate of the Servicer, has such errors and omissions and fidelity
bond
coverage and, by the terms of such insurance policy or fidelity bond,
the
coverage afforded thereunder extends to the Servicer. Any such errors
and
omissions policy and fidelity bond shall by its terms not be cancelable
without
thirty days’ prior written notice to the Trustee and the Trust
Administrator.
| SECTION 3.15 |
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Servicer will, to the extent it has knowledge of any conveyance or prospective
conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer
shall
not exercise any such rights if prohibited by law from doing so. If the
Servicer
reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, or if any of the other conditions set forth in the proviso
to the preceding sentence apply, the Servicer will enter into an assumption
and
modification agreement from or with the person to whom such property
has been
conveyed or is proposed to be conveyed, pursuant to which such person
becomes
liable under the Mortgage Note and, to the extent permitted by applicable
state
law, the Mortgagor remains liable thereon. The Servicer is also authorized
to
enter into a substitution of liability agreement with such person, pursuant
to
which the original Mortgagor is released from liability and such person
is
substituted as the Mortgagor and becomes liable under the Mortgage Note,
provided that no such substitution shall be effective unless such person
satisfies the then current underwriting criteria of the Servicer for
mortgage
loans similar to the Mortgage Loans. In connection with any assumption
or
substitution, the Servicer shall apply such underwriting standards and
follow
such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans
owned
solely by it. The Servicer shall not take or enter into any assumption
and
modification agreement, however, unless (to the extent practicable in
the
circumstances) it shall have received confirmation, in writing, of the
continued
effectiveness of any applicable hazard insurance policy. Any fee collected
by
the Servicer in respect of an assumption or substitution of liability
agreement
will be retained by the Servicer as additional servicing compensation.
In
connection with any such assumption, no material term of the Mortgage
Note
(including but not limited to the related Mortgage Rate and the amount
of the
Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof. The Servicer shall notify the Trustee
and the
Trust Administrator that any such substitution or assumption agreement
has been
completed by forwarding to the Trust Administrator on behalf of the Trustee
the
executed original of such substitution or assumption agreement, which
document
shall be added to the related Mortgage File and shall, for all purposes,
be
considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof.
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the
Servicer
shall not be deemed to be in default, breach or any other violation of
its
obligations hereunder by reason of any assumption of a Mortgage Loan
by
operation of law or by the terms of the Mortgage Note or any assumption
which
the Servicer may be restricted by law from preventing, for any reason
whatever.
For purposes of this Section 3.15, the term “assumption” is deemed to also
include a sale (of the Mortgaged Property) subject to the Mortgage that
is not
accompanied by an assumption or substitution of liability
agreement.
| SECTION 3.16 |
Realization
Upon Defaulted Mortgage Loans.
|
(a) The
Servicer shall, consistent with the servicing standard set forth in Section
3.01
(with respect to Xxxxx Fargo and Ameriquest) and with the JPMorgan Servicing
Standard (with respect to JPMorgan), foreclose upon or otherwise comparably
convert the ownership of properties securing such of the Mortgage Loans
as come
into and continue in default and as to which no satisfactory arrangements
can be
made for collection of delinquent payments pursuant to Section 3.07.
The
Servicer shall be responsible for all costs and expenses incurred by
it in any
such proceedings; provided, however, that such costs and expenses will
be
recoverable as Servicing Advances by the Servicer as contemplated in
Section
3.11 and Section 3.23. The foregoing is subject to the provision that,
in any
case in which Mortgaged Property shall have suffered damage from an Uninsured
Cause, the Servicer shall not be required to expend its own funds toward
the
restoration of such property unless it shall determine in its discretion
that
such restoration will increase the proceeds of liquidation of the related
Mortgage Loan after reimbursement to itself for such expenses.
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision
of this
Agreement, with respect to any Mortgage Loan as to which the Servicer
has
received actual notice of, or has actual knowledge of, the presence of
any toxic
or hazardous substance on the related Mortgaged Property, the Servicer
shall
not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect
to, such
Mortgaged Property, if, as a result of any such action, the Trustee,
the Trust
Fund, the Trust Administrator, the Servicer or the Certificateholders
would be
considered to hold title to, to be a “mortgagee-in-possession” of, or to be an
“owner” or “operator” of such Mortgaged Property within the meaning of the
Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as
amended from time to time, or any comparable law, unless the Servicer
has also
previously determined, based on its reasonable judgment and a report
prepared by
a Person who regularly conducts environmental audits using customary
industry
standards, that:
(1) such
Mortgaged Property is in compliance with applicable environmental laws
or, if
not, that it would be in the best economic interest of the Trust Fund
to take
such actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(2) there
are
no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation,
testing,
monitoring, containment, clean-up or remediation could be required under
any
federal, state or local law or regulation, or that if any such materials
are
present for which such action could be required, that it would be in
the best
economic interest of the Trust Fund to take such actions with respect
to the
affected Mortgaged Property.
The
cost
of the environmental audit report contemplated by this Section 3.16 shall
be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(ix),
such
right of reimbursement being prior to the rights of Certificateholders
to
receive any amount in the Collection Account received in respect of the
affected
Mortgage Loan or other Mortgage Loans.
If
the
Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring
any
such Mortgaged Property into compliance with applicable environmental
laws, or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Servicer shall
take
such action as it deems to be in the best economic interest of the Trust
Fund.
The cost of any such compliance, containment, cleanup or remediation
shall be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(ix),
such
right of reimbursement being prior to the rights of Certificateholders
to
receive any amount in the Collection Account received in respect of the
affected
Mortgage Loan or other Mortgage Loans.
(c)
The
Servicer shall have the right to purchase from REMIC I any defaulted
Mortgage
Loan that is 90 days or more delinquent, which the Servicer determines
in good
faith will otherwise become subject to foreclosure proceedings (evidence
of such
determination to be delivered in writing to the Trustee and the Trust
Administrator, in form and substance satisfactory to the Trustee and
the Trust
Administrator prior to purchase), at a price equal to the Purchase Price.
The
Purchase Price for any Mortgage Loan purchased hereunder shall be deposited
in
the Collection Account, and the Trust Administrator, upon receipt of
written
certification from the Servicer of such deposit, shall release or cause
to be
released to the Servicer the related Mortgage File and the Trust Administrator,
upon receipt of written certification from the Servicer of such deposit,
shall
execute and deliver such instruments of transfer or assignment, in each
case
without recourse, as the Servicer shall furnish and as shall be necessary
to
vest in the Servicer title to any Mortgage Loan released pursuant
hereto.
(d) Proceeds
received in connection with any Final Recovery Determination, as well
as any
recovery resulting from a partial collection of Insurance Proceeds or
Liquidation Proceeds, in respect of any Mortgage Loan, will be applied
in the
following order of priority: first, to reimburse the Servicer or any
Sub-Servicer for any related unreimbursed Servicing Advances and P&I
Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to
accrued and
unpaid interest on the Mortgage Loan, to the date of the Final Recovery
Determination, or to the Due Date prior to the Distribution Date on which
such
amounts are to be distributed if not in connection with a Final Recovery
Determination; and third, as a recovery of principal of the Mortgage
Loan. If
the amount of the recovery so allocated to interest is less than the
full amount
of accrued and unpaid interest due on such Mortgage Loan, the amount
of such
recovery will be allocated by the Servicer as follows: first, to unpaid
Servicing Fees; and second, to the balance of the interest then due and
owing.
The portion of the recovery so allocated to unpaid Servicing Fees shall
be
reimbursed to the Servicer or any Sub-Servicer pursuant to Section
3.11(a)(iii)(A).
| SECTION 3.17 |
Trustee
to Cooperate; Release of Mortgage Files.
|
(a) Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer
of a
notification that payment in full shall be escrowed in a manner customary
for
such purposes, the Servicer will immediately notify the related Custodian,
on
behalf of the Trustee, by a Request for Release in the form of Exhibit
E (which
certification shall include a statement to the effect that all amounts
received
or to be received in connection with such payment which are required
to be
deposited in the Collection Account pursuant to Section 3.10 have been
or will
be so deposited) of a Servicing Officer and shall request that the related
Custodian, on behalf of the Trustee, deliver to it the Mortgage File.
Upon
receipt of such certification and request, the related Custodian, on
behalf of
the Trustee, shall promptly release the related Mortgage File to the
Servicer,
and the Servicer is authorized to cause the removal from the registration
on the
MERS® System of any such Mortgage, if applicable, and to execute and deliver,
on
behalf of the Trustee and the Certificateholders or any of them, any
and all
instruments of satisfaction or cancellation or of partial or full release.
No
expenses incurred in connection with any instrument of satisfaction or
deed of
reconveyance shall be chargeable to the Collection Account or the Distribution
Account.
The
Trustee (or a Custodian on its behalf) shall, at the written request
and expense
of any Certificateholder, provide a written report to such Certificateholder
of
all Mortgage Files released to the Servicer for servicing purposes.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the related Custodian, on behalf of the
Trustee,
shall, upon request of the Servicer and delivery to the related Custodian
and
the Trustee of a Request for Release in the form of Exhibit E, release
the
related Mortgage File to the Servicer, and the related Custodian, on
behalf of
the Trustee, shall, at the direction of the Servicer, execute such documents
as
shall be necessary to the prosecution of any such proceedings. Such Request
for
Release shall obligate the Servicer to return each and every document
previously
requested from the Mortgage File to the related Custodian when the need
therefor
by the Servicer no longer exists, unless the Mortgage Loan has been liquidated
and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited
in the Collection Account or the Mortgage File or such document has been
delivered to an attorney, or to a public trustee or other public official
as
required by law, for purposes of initiating or pursuing legal action
or other
proceedings for the foreclosure of the Mortgaged Property either judicially
or
non-judicially, and the Servicer has delivered to the related Custodian,
on
behalf of the Trustee, a certificate of a Servicing Officer certifying
as to the
name and address of the Person to which such Mortgage File or such document
was
delivered and the purpose or purposes of such delivery. Upon receipt
of a
certificate of a Servicing Officer stating that such Mortgage Loan was
liquidated and that all amounts received or to be received in connection
with
such liquidation that are required to be deposited into the Collection
Account
have been so deposited, or that such Mortgage Loan has become an REO
Property, a
copy of the Request for Release shall be released by the related Custodian,
on
behalf of the Trustee, to the Servicer.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute
and
deliver to the Servicer any court pleadings, requests for trustee’s sale or
other documents reasonably necessary to the foreclosure or trustee’s sale in
respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a
deficiency judgment, or to enforce any other remedies or rights provided
by the
Mortgage Note or Mortgage or otherwise available at law or in equity.
Each such
certification shall include a request that such pleadings or documents
be
executed by the Trustee and a statement as to the reason such documents
or
pleadings are required and that the execution and delivery thereof by
the
Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except
for the termination of such a lien upon completion of the foreclosure
or
trustee’s sale.
| SECTION 3.18 |
Servicing
Compensation.
|
As
compensation for the activities of the Servicer hereunder, the Servicer
shall be
entitled to the Servicing Fee with respect to each Mortgage Loan payable
solely
from payments of interest in respect of such Mortgage Loan, subject to
Section
3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing
Fees out of Insurance Proceeds, Subsequent Recoveries or Liquidation
Proceeds to
the extent permitted by Section 3.11(a)(iii)(A) and out of amounts derived
from
the operation and sale of an REO Property to the extent permitted by
Section
3.23. The right to receive the Servicing Fee may not be transferred in
whole or
in part except in connection with the transfer of all of the Servicer’s
responsibilities and obligations under this Agreement.
Additional
servicing compensation in the form of assumption fees, late payment charges
and
other similar fees and charges (other than Prepayment Charges) shall
be retained
by the Servicer (subject to Section 3.24) only to the extent such fees
or
charges are received by the Servicer. The Servicer shall also be entitled
pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account,
and
pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.12 and Section 3.24. The Servicer shall be required
to pay
all expenses incurred by it in connection with its servicing activities
hereunder (including premiums for the insurance required by Section 3.14,
to the
extent such premiums are not paid by the related Mortgagors or by a
Sub-Servicer, servicing compensation of each Sub-Servicer, and to the
extent
provided herein in Section 8.05, the fees and expenses of the Trustee
and the
Trust Administrator) and shall not be entitled to reimbursement therefor
except
as specifically provided herein.
| SECTION 3.19 |
Reports
to the Trust Administrator; Collection Account
Statements.
|
Upon
reasonable request by the Trust Administrator (such request to be made
by the
related Distribution Date), the Servicer shall forward to the Trust
Administrator no later than 10 calendar days after such request, a statement
prepared by the Servicer setting forth the status of the Collection Account
as
of the close of business on the last day of the calendar month relating
to such
Distribution Date and showing, for the period covered by such statement,
the
aggregate amount of deposits into and withdrawals from the Collection
Account of
each category of deposit specified in Section 3.10(a) and each category
of
withdrawal specified in Section 3.11. Such statement may be 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 or such other format as mutually agreed
to
between the Servicer and the Trust Administrator. Copies of such statement
shall
be provided by the Trust Administrator to any Certificateholder and to
any
Person identified to the Trust Administrator as a prospective transferee
of a
Certificate, upon the request and at the expense of the requesting party,
provided such statement is delivered by the Servicer to the Trust
Administrator.
| SECTION 3.20 |
Statement
as to Compliance.
|
JPMorgan
and Xxxxx Fargo shall deliver to the Trust Administrator, on or before
March
1st
of each
calendar year beginning in 2007 and Ameriquest shall deliver to the Trust
Administrator, on or before March 20th
of each
calendar year beginning in 2007, an Officers’ Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of the Servicer during the preceding calendar year and of
performance
under this Agreement has been made under such officers’ supervision and (ii) to
the best of such officers’ knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Agreement in all material
respects
throughout such year, or, if there has been a failure to fulfill any
such
obligation in any material respect, specifying each such failure known
to such
officer and the nature and status of cure provisions thereof. The Servicer
shall
deliver, or cause any entity determined by the Servicer to be a Sub-Servicer
to
deliver, a similar Annual Statement of Compliance by any Sub-Servicer
to which
the Servicer has delegated any servicing responsibilities with respect
to the
Mortgage Loans, to the Trust Administrator as described above as and
when
required with respect to the Servicer.
If
JPMorgan or Xxxxx Fargo does not deliver the Annual Statement of Compliance
by
March 1st
of any
year, either the Trust Administrator or the Depositor shall provide the
related
Servicer with written notice of its failure to deliver such Annual Statement
of
Compliance and such Servicer shall have 10 calendar days from the date
its
receipt of such written notice to cure such failure to deliver.
If
Ameriquest does not deliver the Annual Statement of Compliance by March
20th
of any
year, either the Trust Administrator or the Depositor shall provide Ameriquest
with written notice of its failure to deliver such Annual Statement of
Compliance and Ameriquest shall have 5 calendar days from the date its
receipt
of such written notice to cure such failure to deliver.
Failure
of the Servicer to timely comply with this Section 3.20, which continues
unremedied for ten (10) calendar days (or, in the case of Ameriqeuest,
five (5)
calendar days) after the date on which written notice of its failure
to deliver
the Annual Statement of Compliance shall be deemed a Servicer Event of
Default,
and upon the receipt of written notice from the Trust Administrator of
such
Event of Default, the Trustee may at the direction of the Depositor,
in addition
to whatever rights the Trustee may have under this Agreement and at law
or
equity or to damages, including injunctive relief and specific performance,
upon
notice immediately terminate all the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds
thereof
without compensating the Servicer for the same; provided
that to
the extent that any provision of this Agreement expressly provides for
the
survival of certain rights or obligations following termination of the
Servicer,
such provision shall be given effect. This paragraph shall supercede
any other
provision in this Agreement or any other agreement to the contrary.
The
Servicer shall indemnify and hold harmless the Depositor, the Trust
Administrator and their officers, directors and Affiliates from and against
any
actual losses, damages, penalties, fines, forfeitures, reasonable and
necessary
legal fees and related costs, judgments and other costs and expenses
that such
Person may sustain based solely and directly upon a breach of the Servicer’s
obligations under this Section 3.20. Such indemnification shall not cover
any
damages that are indirect, consequential, punitive or special in
nature.
SECTION
3.21 Assessments of Compliance and Attestation
Reports.
(a) The
Servicer shall service and administer the Mortgage Loans in accordance
with all
applicable requirements of the Servicing Criteria (as set forth in Exhibit
C
hereto). JPMorgan and Xxxxx Fargo shall deliver to the Trust Administrator
on or
before March 1st
of each
calendar year beginning in 2007 and Ameriquest shall deliver to the Trust
Administrator on or before March 20th
of each
calendar year beginning in 2007, the following:
(i) a
report
(an “Assessment of Compliance”) regarding the Servicer’s assessment of
compliance with the Servicing Criteria during the immediately preceding
calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and
Item
1122 of Regulation AB. Such report shall be signed by an authorized officer
of
the Servicer, and shall address each of the applicable Servicing Criteria
set
forth in Exhibit C hereto;
(ii) a
report
(an “Attestation Report”) of a registered public accounting firm reasonably
acceptable to the Depositor that attests to, and reports on, the assessment
of
compliance made by the Servicer and delivered pursuant to the preceding
paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3)
and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
and
(iii) cause
each Sub-Servicer, and each subcontractor determined by the Servicer
to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, to deliver an Assessment of Compliance and Attestation
Report as
and when provided in paragraphs (i) and (ii) of this Section
3.21(a).
(iv) a
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Servicer, which statement shall be based on the activities it performs
with
respect to asset-backed securities transactions taken as a whole involving
the
Servicer, that are backed by the same asset type as the Mortgage
Loans.
(b) The
Servicer shall, or shall cause any Sub-Servicer and each subcontractor
determined by the Servicer to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB to, deliver to the Trust
Administrator and the Depositor an Assessment of Compliance and Attestation
Report as and when provided above.
Such
Assessment of Compliance, as to any Sub-Servicer, shall at a minimum
address
each of the Servicing Criteria specified on Exhibit C hereto which are
indicated
as applicable to any “primary servicer.” Notwithstanding the foregoing, as to
any subcontractor, an Assessment of Compliance is not required to be
delivered
unless it is required as part of a Form 10-K with respect to the Trust
Fund.
If
JPMorgan
or Xxxxx Fargo does
not
deliver the Assessment of Compliance or Attestation Report by March
1st
of any
year, either the Trust Administrator or the Depositor shall provide the
related
Servicer with written notice of its failure to deliver such Assessment
of
Compliance or Attestation Report and such Servicer shall have 10 calendar
days
from the date of its receipt of such written notice to cure such failure
to
deliver. If Ameriquest does not deliver the Assessment of Compliance
or
Attestation Report by March 20th
of any
year, either the Trust Administrator or the Depositor shall provide Ameriquest
with written notice of its failure to deliver such Assessment of Compliance
or
Attestation Report and Ameriquest shall have 10 calendar days from the
date of
its receipt of such written notice to cure such failure to deliver
Failure
of the Servicer to timely comply with this Section 3.21 (including the
expiration of the applicable cure period) shall be deemed a Servicer
Event of
Default, and upon the receipt of written notice from the Trust Administrator
of
such Event of Default, the Trustee at the direction of the Depositor
may, in
addition to whatever rights the Trustee may have under this Agreement
and at law
or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all the rights and obligations of the
Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds
thereof
without compensating the Servicer for the same; provided, however, the
Depositor
shall not be entitled to instruct the Trustee to terminate the rights
and
obligations of the Servicer pursuant to clause (iii) above if a failure
of the
Servicer to identify a subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB was attributable solely
to the
role or functions of such subcontractor with respect to mortgage loans
other
than the Mortgage Loans. This paragraph shall supercede any other provision
in
this Agreement or any other agreement to the contrary.
The
Trust
Administrator shall also provide an Assessment of Compliance and Attestation
Report, as and when provided above, which shall at a minimum address
each of the
Servicing Criteria specified on Exhibit C hereto which are indicated
as
applicable to the “trust administrator.”
The
Servicer shall indemnify and hold harmless the Depositor and the Trust
Administrator and their officers, directors and Affiliates from and against
any
actual losses, damages, penalties, fines, forfeitures, reasonable and
necessary
legal fees and related costs, judgments and other costs and expenses
that such
Person may sustain based solely and directly upon a breach of the Servicer’s
obligations, as applicable, under this Section 3.21. The Trust Administrator
shall indemnify and hold harmless the Depositor and its officers, directors
and
Affiliates from and against any actual losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain based upon
any failure
of the Trust Administrator to deliver when required its Assessment of
Compliance. Such indemnification shall not cover any damages that are
indirect,
consequential, punitive or special in nature.
| SECTION 3.22 |
Access
to Certain Documentation.
|
The
Servicer shall provide to the Depositor, the Trust Administrator and
the Trustee
access to the documentation regarding the Mortgage Loans required by
applicable
laws and regulations. Such access shall be afforded without charge, but
only
upon reasonable request and during normal business hours at the offices
of the
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans required by applicable laws and regulations will be
provided
to the Trustee or the Trust Administrator on behalf of, and for purposes
of
providing such documentation to, any Person identified as
a Certificateholder or any federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder
or a
prospective transferee of a Certificate or a subject to the execution of a
confidentiality agreement in form and substance satisfactory to the Servicer,
upon reasonable request during normal business hours at the offices of
the
Servicer designated by it at the expense of the Trustee or Trust Administrator.
Nothing in this Section 3.22 shall derogate from the obligation of any
such
party to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of any such party to provide
access as
provided in this Section as a result of such obligation shall not constitute
a
breach of this Section 3.22. In each case, access to any documentation
regarding
the Mortgage Loans may be conditioned upon the requesting party’s acknowledgment
in writing of a confidentiality agreement regarding any information that
is
required to remain confidential under the Xxxxx-Xxxxx-Xxxxxx Act of
1999.
| SECTION 3.23 |
Title,
Management and Disposition of REO
Property.
|
(a) The
deed
or certificate of sale of any REO Property shall be taken in the name
of the
Trustee, or its nominee, in trust for the benefit of the Certificateholders.
The
Servicer, on behalf of the Trust Fund, shall either sell any REO Property
before
the close of the third taxable year following the year the Trust Fund
acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of
the Code or
request from the Internal Revenue Service, no later than 60 days before
the day
on which the above three-year grace period would otherwise expire, an
extension
of the above three-year grace period, unless the Servicer shall have
delivered
to the Trustee, the Trust Administrator and the Depositor an Opinion
of Counsel,
addressed to the Trustee, the Trust Administrator and the Depositor,
to the
effect that the holding by the Trust Fund of such REO Property subsequent
to the
close of the third taxable year after its acquisition will not result
in the
imposition on the Trust Fund of taxes on “prohibited transactions” thereof, as
defined in Section 860F of the Code, or cause any Trust REMIC to fail
to qualify
as a REMIC under Federal law at any time that any Certificates are outstanding.
The Servicer shall manage, conserve, protect and operate each REO Property
for
the Certificateholders solely for the purpose of its prompt disposition
and sale
in a manner which does not cause such REO Property to fail to qualify
as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any Trust REMIC of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net
income from foreclosure property” which is subject to taxation under the REMIC
Provisions.
(b) The
Servicer shall segregate and hold all funds collected and received in
connection
with the operation of any REO Property separate and apart from its own
funds and
general assets and shall establish and maintain with respect to REO Properties
an account held in trust for the Trustee for the benefit of the
Certificateholders (the “REO Account”), which shall be an Eligible Account. The
Servicer shall be permitted to allow the Collection Account to serve
as the REO
Account, subject to separate ledgers for each REO Property. The Servicer
shall
be entitled to retain or withdraw any interest income paid on funds deposited
in
the REO Account.
(c) The
Servicer shall have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all things
in
connection with any REO Property as are consistent with the manner in
which the
Servicer manages and operates similar property owned by the Servicer
or any of
its Affiliates, all on such terms and for such period as the Servicer
deems to
be in the best interests of Certificateholders. In connection therewith,
the
Servicer shall deposit, or cause to be deposited in the clearing account
(which
account must be an Eligible Account) in which it customarily deposits
payments
and collections on mortgage loans in connection with its mortgage loan
servicing
activities on a daily basis, and in no event more than two Business Days
after
the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account,
in no event more than one Business Day after the deposit of such funds
into the
clearing account, all revenues received by it with respect to an REO
Property
and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property including, without
limitation:
(i) all
insurance premiums due and payable in respect of such REO Property;
(ii) all
real
estate taxes and assessments in respect of such REO Property that may
result in
the imposition of a lien thereon; and
(iii) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an
REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Servicer shall advance
from
its own funds such amount as is necessary for such purposes if, but only
if, the
Servicer would make such advances if the Servicer owned the REO Property
and if
in the Servicer’s judgment, the payment of such amounts will be recoverable from
the rental or sale of the REO Property.
Notwithstanding
the foregoing, none of the Servicer, the Trust Administrator or the Trustee
shall:
(i) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect
to any
REO Property, if the New Lease by its terms will give rise to any income
that
does not constitute Rents from Real Property;
(ii) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(iii) authorize
any construction on any REO Property, other than the completion of a
building or
other improvement thereon, and then only if more than ten percent of
the
construction of such building or other improvement was completed before
default
on the related Mortgage Loan became imminent, all within the meaning
of Section
856(e)(4)(B) of the Code; or
(iv) authorize
any Person to Directly Operate any REO Property on any date more than
90 days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Servicer has obtained an Opinion of Counsel, provided
to
the Trust Administrator and the Trustee, to the effect that such action
will not
cause such REO Property to fail to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code at any time that it is held
by the
Trust Fund, in which case the Servicer may take such actions as are specified
in
such Opinion of Counsel.
The
Servicer may contract with any Independent Contractor for the operation
and
management of any REO Property, provided that:
(i) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(ii) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection
with
the operation and management of such REO Property, including those listed
above
and remit all related revenues (net of such costs and expenses) to the
Servicer
as soon as practicable, but in no event later than thirty days following
the
receipt thereof by such Independent Contractor;
(iii) none
of
the provisions of this Section 3.23(c) relating to any such contract
or to
actions taken through any such Independent Contractor shall be deemed
to relieve
the Servicer of any of its duties and obligations to the Trustee on behalf
of
the Certificateholders with respect to the operation and management of
any such
REO Property; and
(iv) the
Servicer shall be obligated with respect thereto to the same extent as
if it
alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed
by it to
any such Independent Contractor, irrespective of whether the Servicer’s
compensation pursuant to Section 3.18 is sufficient to pay such fees.
With
respect to JPMorgan, the
fees
of such Independent Contractor may be reimbursable as a Servicing Advance
and,
to the extent that any payments made by such Independent Contractor would
constitute Servicing Advances if made by JPMorgan, such amounts shall
also be
reimbursable as Servicing Advances made by JPMorgan.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Servicer
may
from time to time make withdrawals from the REO Account for any REO Property:
(i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect
of the
related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer
for
unreimbursed Servicing Advances and P&I Advances made in respect of such REO
Property or the related Mortgage Loan. Any income from the related REO
Property
received during any calendar months prior to a Final Recovery Determination,
net
of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d),
shall be withdrawn by the Servicer from each REO Account maintained by
it and
remitted to the Trust Administrator for deposit into the Distribution
Account in
accordance with Section 3.10(d)(ii) on the Servicer Remittance Date relating
to
a Final Recovery Determination with respect to such Mortgage Loan, for
distribution on the related Distribution Date in accordance with Section
4.01.
(e) Subject
to the time constraints set forth in Section 3.23(a), and further subject
to
obtaining the approval of the insurer under any related Primary Mortgage
Insurance Policy (if and to the extent that such approvals are necessary
to make
claims under such policies in respect of the affected REO Property),
each REO
Disposition shall be carried out by the Servicer at such price and upon
such
terms and conditions as the Servicer shall deem necessary or advisable,
as shall
be normal and usual in its general servicing activities for similar
properties.
(f) The
proceeds from the REO Disposition, net of any amount required by law
to be
remitted to the Mortgagor under the related Mortgage Loan and net of
any payment
or reimbursement to the Servicer or any Sub-Servicer as provided above,
shall be
remitted to the Trust Administrator for deposit in the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in
the month
following the receipt thereof for distribution on the related Distribution
Date
in accordance with Section 4.01. Any REO Disposition shall be for cash
only
(unless changes in the REMIC Provisions made subsequent to the Startup
Day allow
a sale for other consideration).
(g) The
Servicer shall file information returns with respect to the receipt of
mortgage
interest received in a trade or business, reports of foreclosures and
abandonments of any Mortgaged Property and cancellation of indebtedness
income
with respect to any Mortgaged Property as required by Sections 6050H,
6050J and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections
6050H,
6050J and 6050P of the Code.
| SECTION 3.24 |
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
The
Servicers shall deliver to the Trust Administrator for deposit into the
Distribution Account on or before 4:00 p.m. New York time on the Servicer
Remittance Date from its own funds (or from a Sub-Servicer’s own funds received
by the Servicer in respect of Compensating Interest) an amount equal
to the
lesser of (i) the aggregate of the Prepayment Interest Shortfalls for
the
related Distribution Date resulting from full or partial Principal Prepayments
during the related Prepayment Period and (ii) the applicable Compensating
Interest Payment.
| SECTION 3.25 |
Obligations
of the Servicer in Respect of Monthly
Payments.
|
In
the
event that a shortfall in any collection on or liability with respect
to any
Mortgage Loan results from or is attributable to adjustments to Mortgage
Rates,
Monthly Payments or Stated Principal Balances that were made by the Servicer
in
a manner not consistent with the terms of the related Mortgage Note and
this
Agreement, the Servicer, upon discovery or receipt of notice thereof,
immediately shall deliver to the Trust Administrator for deposit in the
Distribution Account from its own funds the amount of any such shortfall
and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Trust
Administrator, the Depositor and any successor servicer in respect of
any such
liability. Such indemnities shall survive the termination or discharge
of this
Agreement. If amounts paid by the Servicer with respect to any Mortgage
Loan
pursuant to this Section 3.25 are subsequently recovered from the related
Mortgagor, the Servicer shall be permitted to reimburse itself for such
amounts
paid by it pursuant to this Section 3.25 from such recoveries.
| SECTION 3.26 |
Advance
Facility.
|
(a) The
Servicer and/or the Trustee on behalf of the Trust Fund is hereby authorized
to
enter into a facility (an “Advance Facility”) with any Person (an “Advancing
Person”) (1) under which the Servicer sells, assigns or pledges to the Advancing
Person the Servicer’s rights under this Agreement to be reimbursed for any
P&I Advances and/or Servicing Advances or (2) which provides that the
Advancing Person may fund P&I Advances and/or Servicing Advances to the
Trust Fund under this Agreement, although no such facility shall reduce
or
otherwise affect the Servicer’s obligation to fund such P&I Advances and/or
Servicing Advances. If the Servicer enters into such an Advance Facility
pursuant to this Section 3.26, upon reasonable request of the Advancing
Person,
the Trust Administrator shall execute a letter of acknowledgment, confirming
its
receipt of notice of the existence of such Advance Facility. To the extent
that
an Advancing Person funds any P&I Advance or any Servicing Advance or is
assigned the right to be reimbursed for any P&I Advance or Servicing Advance
and provides the Trust Administrator with notice acknowledged by the
Servicer
that such Advancing Person is entitled to reimbursement directly from
the Trust
Administrator pursuant to the terms of the Advance Facility, such Advancing
Person shall be entitled to receive reimbursement pursuant to this Agreement
for
such amount to the extent provided in Section 3.26(b). Such notice from
the
Advancing Person must specify the amount of the reimbursement, the Section
of
this Agreement that permits the applicable Advance or Servicing Advance
to be
reimbursed and the section(s) of the Advance Facility that entitle the
Advancing
Person to request reimbursement from the Trust Administrator, rather
than the
Servicer, and include the Servicer’s acknowledgment thereto or proof of an event
of default under the Advance Facility. The Trust Administrator shall
have no
duty or liability with respect to any calculation of any reimbursement
to be
paid to an Advancing Person and shall be entitled to rely without independent
investigation on the Advancing Person’s notice provided pursuant to this Section
3.26. An Advancing Person whose obligations hereunder are limited to
the funding
of P&I Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02
hereof
and shall not be deemed to be a Sub-Servicer under this Agreement.
(b) If,
pursuant to the terms of the Advance Facility, an Advancing Person is
entitled
to reimbursement directly from the Trust Administrator, then the Servicer
shall
not reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii)
or
Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead
the
Servicer shall include such amounts in the applicable remittance to the
Trust
Administrator made pursuant to Section 3.10 to the extent of amounts
on deposit
in the Collection Account on the related Servicer Remittance Date. The
Trust
Administrator is hereby authorized to pay to the Advancing Person reimbursements
for Advances and Servicing Advances from the Distribution Account, to
the extent
permitted under the terms of the Advance Facility, to the same extent
the
Servicer would have been permitted to reimburse itself for such Advances
and/or
Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii)
or Section 3.11(a)(vi), as the case may be, had the Servicer itself funded
such
Advance or Servicing Advance. The Trust Administrator is hereby authorized
to
pay directly to the Advancing Person such portion of the Servicing Fee
as the
parties to any Advance Facility agree to in writing delivered to the
Trust
Administrator. An Advance Facility may provide that the Servicer will
otherwise
cause the remittance of P&I Advance and/or Servicing Advance reimbursement
amounts to the Advancing Person, in which case the foregoing sentences
in this
Section 3.26(b) shall not apply.
(c) All
P&I Advances and Servicing Advances made pursuant to the terms of this
Agreement shall be deemed made and shall be reimbursed on a “first in first out”
(FIFO) basis.
(d) None
of
the Trust Fund, any party to this Agreement or any other Person shall
have any
right or claim (including without limitation any right of offset or recoupment)
to any amounts allocable under this Agreement to the reimbursement of
P&I
Advances or Servicing Advances that have been assigned, conveyed or pledged
to
an Advancing Person, or that relate to P&I Advances or Servicing Advances
that were funded by an Advancing Person.
(e) Any
amendment to this Section 3.26 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advance Facility
as
described generally in this Section 3.26, including amendments to add
provisions
relating to a successor master servicer, may be entered into by the parties
to
this Agreement without the consent of any Certificateholder but with
written
confirmation from each Rating Agency that the amendment shall not result
in the
reduction or withdrawal of the then-current ratings of any outstanding
Class of
Certificates or any other notes secured by collateral which includes
all or a
portion of the Class CE Certificates, the Class P Certificates and/or
the
Residual Certificates, notwithstanding anything to the contrary in this
Agreement.
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
| SECTION 4.01 |
Distributions.
|
(a) (1)On
each
Distribution Date, the Trust Administrator shall, first, withdraw from
the
Distribution Account an amount equal to the Credit Risk Manager Fee
for such
Distribution Date and shall pay such amount to the Credit Risk Manager
and,
second, withdraw from the Distribution Account an amount equal to the
Available
Distribution Amount for such Distribution Date and shall distribute
the
following amounts, in the following order of priority:
(I) On
each
Distribution Date, the Group I Interest Remittance Amount shall be
distributed
to the Certificateholders in the following order of priority:
(i) to
the
Holders of the Group I Certificates, the Senior Interest Distribution
Amount
related to such Certificates; and
(ii) concurrently,
to the Holders of each Class of Group II Certificates, on a pro
rata
basis
based on the entitlement of each such Class, the Senior Interest Distribution
Amount for each such Class, remaining undistributed after the distribution
of
the Group II Interest Remittance Amount, as set forth in Section
4.01(a)(1)(II)(i) below.
(II) On
each
Distribution Date, the Group II Interest Remittance Amount shall be
distributed
to the Certificateholders in the following order of priority:
(i) concurrently,
to the Holders of each Class of Group II Certificates, on a pro
rata
basis
based on the entitlement of each such Class, the Senior Interest Distribution
Amount related to such Certificates; and
(ii) to
the
Holders of the Group I Certificates, the Senior Interest Distribution
Amount
related to such Certificates, remaining undistributed after the distribution
of
the Group I Interest Remittance Amount, as set forth in Section 4.01(a)(1)(I)(i)
above.
(III) On
each
Distribution Date, following the distributions made pursuant to Section
4.01(a)(1)(I) and (II) above, any remaining Group I Interest Remittance
Amount
and Group II Interest Remittance Amount will be distributed sequentially
to the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8, Class M-9 and Class M-10 Certificates, in that order, in
an amount
equal to the Interest Distribution Amount for each such Class.
(2)(I) On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a
Trigger Event
is in effect, the Group I Principal Distribution Amount shall be distributed
in
the following order of priority:
(i) to
the
Holders of the Group I Certificates, until the Certificate Principal
Balance of
such Class has been reduced to zero; and
(ii) to
the
Holders of the Group II Certificates (allocated among the Classes of
Group II
Certificates in the priority described in Section 4.01(a)(4) below),
after
taking into account the distribution of the Group II Principal Distribution
Amount, as described in Section 4.01(a)(2)(II)(i) below, until the
Certificate
Principal Balances of such Classes have been reduced to zero.
(II) On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a
Trigger Event
is in effect, the Group II Principal Distribution Amount shall be distributed
in
the following order of priority:
(i) to
the
Holders of the Group II Certificates (allocated among the Classes of
Group II
Certificates in the priority described in Section 4.01(a)(4) below),
until the
Certificate Principal Balances of such Classes have been reduced to
zero;
and
(ii) to
the
Holders of the Group I Certificates, after taking into account the
distribution
of the Group I Principal Distribution Amount, as described in Section
4.01(a)(2)(I)(i) above, until the Certificate Principal Balance of
such Class
has been reduced to zero.
(III) On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a
Trigger Event
is in effect, the sum of the Group I Principal Distribution Amount
and the Group
II Principal Distribution Amount remaining undistributed for such Distribution
Date shall be distributed sequentially to the Class X-0, Xxxxx X-0,
Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and
Class M-10
Certificates, in that order, in each case, until the Certificate Principal
Balance of such Class has been reduced to zero.
(IV) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which
a Trigger
Event is not in effect, the Group I Principal Distribution Amount shall
be
distributed in the following order of priority:
(i) to
the
Holders of the Group I Certificates, the Group I Senior Principal Distribution
Amount, until the Certificate Principal Balance of such Class has been
reduced
to zero; and
(ii) to
the
Holders of the Group II Certificates (allocated among the Classes of
Group II
Certificates in the priority described in Section 4.01(a)(4) below),
after
taking into account the distribution of the Group II Principal Distribution
Amount, as described in Section 4.01(a)(2)(V)(i) below, up to an amount
equal to
the Group II Senior Principal Distribution Amount remaining undistributed,
until
the Certificate Principal Balances of such Classes have been reduced
to
zero.
(V) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which
a Trigger
Event is not in effect, the Group II Principal Distribution Amount
shall be
distributed in the following order of priority:
(i) to
the
Holders of the Group II Certificates (allocated among the Classes of
Group II
Certificates in the priority described in Section 4.01(a)(4) below),
the Group
II Senior Principal Distribution Amount, until the Certificate Principal
Balances of such Classes have been reduced to zero; and
(ii) to
the
Holders of the Group I Certificates, after taking into account the
distribution
of the Group I Principal Distribution Amount, as described in Section
4.01(a)(2)(IV)(i) above, up to an amount equal to the Group I Senior
Principal
Distribution Amount remaining undistributed, until the Certificate
Principal
Balance of such Class has been reduced to zero.
(VI) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which
a Trigger
Event is not in effect, the sum of the Group I Principal Distribution
Amount and
the Group II Principal Distribution Amount remaining undistributed
for such
Distribution Date shall be distributed in the following order of
priority:
(i) to
the
Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(ii) to
the
Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(iii) to
the
Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(iv) to
the
Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(v) to
the
Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(vi) to
the
Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(vii) to
the
Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(viii) to
the
Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(ix) to
the
Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero; and
(x) to
the
Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero.
(3) On
each
Distribution Date, the Net Monthly Excess Cashflow shall be distributed
by the
Trust Administrator as follows:
(i) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, as part of the Principal Distribution
Amount in an amount equal to the Overcollateralization Increase Amount
for the
Certificates, without taking into account amounts, if any, received
under the
Cap Contract, distributable as part of the Group I Principal Distribution
Amount
and the Group II Principal Distribution Amount;
(ii) sequentially,
to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5,
Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates,
in that
order, in each case, in an amount equal to the Interest Carry Forward
Amount
allocable to such Class of Certificates;
(iii) sequentially
to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5,
Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates,
in that
order, in each case up to the related Allocated Realized Loss Amount
related to
each such Class of Certificates for such Distribution Date;
(iv) to
the
Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover
Amounts for
the Floating Rate Certificates, without taking into account amount,
if any,
received under the Cap Contract for such Distribution Date;
(v) to
reimburse the related Servicer for the amount of any P&I Advances or
Servicing Advances added to the unpaid principal balance of a Mortgage
Loan
pursuant to a capitalization modification permitted in accordance with
the
proviso in the last sentence of Section 3.07 (it being understood that
with
respect to any P&I Advances or Servicing Advances outstanding on any
modified Mortgage Loan that was modified pursuant to any modification
of a kind
not contemplated and permitted by such proviso, then such advances
shall only be
reimbursable as provided in clauses (ii), (iii) and (vi) of Section
3.11(a));
(vi) to
the
Holders of the Class CE Certificates, (a) the Interest Distribution
Amount and
any Overcollateralization Reduction Amount for such Distribution Date
and (b) on
any Distribution Date on which the aggregate Certificate Principal
Balance of
the Floating Rate Certificates have been reduced to zero, any remaining
amounts
in reduction of the Certificate Principal Balance of the Class CE Certificates,
until the Certificate Principal Balance thereof has been reduced to
zero;
and
(vii) to
the
Holders of the Class R Certificates, any remaining amounts; provided
that if
such Distribution Date is the Distribution Date immediately following
the
expiration of the latest Prepayment Charge term on a Mortgage Loan
as identified
on the Mortgage Loan Schedule or any Distribution Date thereafter,
then any such
remaining amounts will be distributed first, to the Holders of the
Class P
Certificates, until the Certificate Principal Balance thereof has been
reduced
to zero; and second, to the Holders of the Class R Certificates.
(4) With
respect to the Group II Certificates, all principal distributions will
be
distributed sequentially, to the Class A-2A, Class A-2B, Class A-2C
and Class
A-2D Certificates, in that order, until the respective Certificate
Principal
Balance of each such Class has been reduced to zero, with the exception
that on
any Distribution Date on which the aggregate Certificate Principal
Balance of
the Mezzanine Certificates and the Class CE Certificates has been reduced
to
zero, principal distributions will be allocated concurrently, to the
Class A-2A,
Class A-2B, Class A-2C and Class A-2D Certificates, on a pro rata basis
based on
the Certificate Principal Balances of each such Class, until their
respective
Certificate Principal Balances have been reduced to zero.
(5) On
each
Distribution Date, after making the distributions of the Available
Distribution
Amount as set forth above, the Trust Administrator will withdraw from
the Net
WAC Rate Carryover Reserve Account, to the extent of amounts remaining
on
deposit therein, the amount of any Net WAC Rate Carryover Amount for
such
Distribution Date and distribute such amount in the following order
of priority:
(i) concurrently,
to the Class A Certificates, on a pro rata basis based on the Certificate
Principal Balance for each such Class prior to any distributions of
principal on
such Distribution Date and then on a pro
rata
basis
based on any remaining Net WAC Rate Carryover Amount for each such
Class;
and
(ii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class
M-6, Class
M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order,
the
related Net WAC Rate Carryover Amount.
(6) On
each
Distribution Date, after making the distributions of the Available
Distribution
Amount, Net Monthly Excess Cashflow and amounts on the deposit in the
Net WAC
Rate Carryover Reserve Account as set forth above, the Trust Administrator,
in
its capacity as Cap Administrator, shall distribute the amount on deposit
in the
Cap Account as follows:
(i) concurrently,
to each Class of Class A Certificates, the related Senior Interest
Distribution
Amount remaining undistributed after the distributions of the Group
I Interest
Remittance Amount and the Group II Interest Remittance Amount, on a
pro
rata
basis
based on such respective remaining Senior Interest Distribution
Amount;
(ii) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to the difference
between (x) the Overcollateralization Deficiency Amount, if any, and
(y) the
amount distributed pursuant to Section 4.01(d)(i) of this
Agreement;
(iii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class
M-6, Class
M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order,
the
related Interest Distribution Amount and Interest Carry Forward Amount,
to the
extent remaining undistributed after the distributions of the Group
I Interest
Remittance Amount, the Group II Interest Remittance Amount and the
Net Monthly
Excess Cashflow;
(iv) sequentially
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class
M-6, Class
M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order,
in each
case up to the related Allocated Realized Loss Amount related to such
Certificates for such Distribution Date remaining undistributed after
distribution of the Net Monthly Excess Cashflow;
(v) concurrently,
to each Class of Class A Certificates, the related Net WAC Rate Carryover
Amount
remaining unpaid after distributions from the Net WAC Rate Carryover
Reserve
Account, on a pro
rata
basis
based on the Certificate Principal Balance for each such Class prior
to any
distributions of principal on such Distribution Date and then on a
pro
rata
basis
based on such respective remaining Net WAC Rate Carryover Amounts;
and
(vi) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class
M-6, Class
M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order,
the
related Net WAC Rate Carryover Amount remaining unpaid after distributions
from
the Net WAC Rate Carryover Reserve Account.
(7)
On
each Distribution Date, the following amounts, in the following order
of
priority, shall be distributed by REMIC I to REMIC II on account of
the REMIC I
Regular Interests or withdrawn from the Distribution Account and distributed
to
the holders of the Class R-I Interest, as the case may be:
(i) to
Holders of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest
I-LTA1,
REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B,
REMIC I
Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I
Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
REMIC
I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I
Regular
Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
I-LTM10, REMIC I Regular Interest I-LTZZ and REMIC I Regular Interest
I-LTP, in
an amount equal to (A) the Uncertificated Interest for such Distribution
Date,
plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates. Amounts payable as Uncertificated Interest in respect
of
REMIC I Regular Interest I-LTZZ shall be reduced when the sum of the
REMIC I
Overcollateralized Amount is less than the REMIC I Required Overcollateralized
Amount, by the lesser of (x) the amount of such difference and (y)
the Maximum
I-LTZZ Uncertificated Interest Deferral Amount and such amounts will
be payable
to the Holders of REMIC I Regular Interest I-LTA1, REMIC I Regular
Interest
I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest
I-LTA2C,
REMIC I Regular Interest I-LTA2D, REMIC I Regular Interest I-LTM1,
REMIC I
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8,
REMIC
I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10, in
the same
proportion as the Overcollateralization Increase Amount is allocated
to the
Corresponding Certificates and the Uncertificated Balance of REMIC
I Regular
Interest I-LTZZ shall be increased by such amount;
(ii) to
Holders of REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest
I-LT1GRP,
REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP
and REMIC I
Regular Interest I-LTXX, pro
rata,
in an
amount equal to (A) the Uncertificated Interest for such Distribution
Date, plus
(B) any amounts in respect thereof remaining unpaid from previous Distribution
Dates;
(iii) to
the
Holders of REMIC I Regular Interests, in an amount equal to the remainder
of the
REMIC I Marker Allociation Percentage of the Available Distribution
Amount for
such Distribution Date after the distributions made pursuant to clause
(i)
above, allocated as follows:
(a) 98.00%
of
such remainder (less the amount payable in clause (v) below) to the
Holders of
REMIC I Regular Interest I-LTAA, until the Uncertificated Balance of
such REMIC
I Regular Interest is reduced to zero;
(b) 2.00%
of
such remainder (less the amount payable in clause (v) below) first,
to the
Holders of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest
I-LTA2A,
REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C,
REMIC I
Regular Interest I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I
Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6,
REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I
Regular
Interest I-LTM9 and REMIC I Regular Interest I-LTM10, and in the same
proportion
as principal payments are allocated to the Corresponding Certificates,
until the
Uncertificated Balances of such REMIC I Regular Interests are reduced
to zero
and second, to the Holders of REMIC I Regular Interest I-LTZZ, until
the
Uncertificated Balance of such REMIC I Regular Interest is reduced
to zero;
(c) to
the
Holders of REMIC I Regular Interest I-LTP, on the Distribution Date
immediately
following the expiration of the latest Prepayment Charge as identified
on the
Prepayment Charge Schedule or any Distribution Date thereafter until
$100 has
been distributed pursuant to this clause;
(iv) to
the
Holders of REMIC I Regular Interests, in an amount equal to the remainder
of the
REMIC I Sub WAC Allocation Percentage of Available Funds for such Distribution
Date after the distributions made pursuant to clause (ii) above, and
such that
distributions of principal shall be deemed to be made to the REMIC
I Regular
Interests first, so as to keep the Uncertificated Balance of each REMIC
I
Regular Interest ending with the designation “GRP” equal to 0.01% of the
aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan
Group; second, to each REMIC I Regular Interest ending with the designation
“SUB,” so that the Uncertificated Balance of each such REMIC I Regular Interest
is equal to 0.01% of the excess of (x) the aggregate Stated Principal
Balance of
the Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of the Class A Certificate in the related Loan Group
(except
that if any such excess is a larger number than in the preceding distribution
period, the least amount of principal shall be distributed to such
REMIC I
Regular Interests such that the REMIC I Subordinated Balance Ratio
is
maintained); and third, any remaining principal to REMIC I Regular
Interest
I-LTXX; and
(v) any
remaining amount to the Holders of the Class R Certificates (as Holder
of the
Class R-I Interest).
(b) On
each
Distribution Date, the Trust Administrator shall withdraw any amounts
then on
deposit in the Distribution Account that represent Prepayment Charges
collected
by the Servicers or any Sub-Servicer in connection with the Principal
Prepayment
of any of the Mortgage Loans or any Servicer Prepayment Charge Payment
Amount
and shall distribute such amounts to the Holders of the Class P Certificates.
Such distributions shall not be applied to reduce the Certificate Principal
Balance of the Class P Certificates.
Following
the foregoing distributions, an amount equal to the amount of Subsequent
Recoveries shall be applied to increase the Certificate Principal Balance
of the
Class of Certificates with the Highest Priority up to the extent of
such
Realized Losses previously allocated to that Class of Certificates
pursuant to
Section 4.04. An amount equal to the amount of any remaining Subsequent
Recoveries shall be applied to increase the Certificate Principal Balance
of the
Class of Certificates with the next Highest Priority, up to the amount
of such
Realized Losses previously allocated to that Class of Certificates
pursuant to
Section 4.04. Holders of such Certificates will not be entitled to
any
distribution in respect of interest on the amount of such increases
for any
Interest Accrual Period preceding the Distribution Date on which such
increase
occurs. Any such increases shall be applied to the Certificate Principal
Balance
of each Certificate of such Class in accordance with its respective
Percentage
Interest.
(c) All
distributions made with respect to each Class of Certificates on each
Distribution Date shall be allocated pro
rata
among
the outstanding Certificates in such Class based on their respective
Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class
of record
on the related Record Date (except as otherwise provided in Section
4.01(e) or
Section 9.01 respecting the final distribution on such Class), based
on the
aggregate Percentage Interest represented by their respective Certificates,
and
shall be made by wire transfer of immediately available funds to the
account of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Trust Administrator
in
writing at least five Business Days prior to the Record Date immediately
prior
to such Distribution Date and with respect to any Class of Certificates
other
than the Residual Certificates is the registered owner of Certificates
having an
initial aggregate Certificate Principal Balance that is in excess of
the lesser
of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal
Balance of such Class of Certificates, or otherwise by check mailed
by first
class mail to the address of such Holder appearing in the Certificate
Register.
The final distribution on each Certificate will be made in like manner,
but only
upon presentment and surrender of such Certificate at the Corporate
Trust Office
of the Trust Administrator or such other location specified in the
notice to
Certificateholders of such final distribution.
Each
distribution with respect to a Book-Entry Certificate shall be paid
to the
Depository, as Holder thereof, and the Depository shall be responsible
for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to
the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for disbursing
funds
to the Certificate Owners that it represents. None of the Trustee,
the Trust
Administrator, the Depositor or the related Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement
or
applicable law.
(d) The
rights of the Certificateholders to receive distributions in respect
of the
Certificates, and all interests of the Certificateholders in such distributions,
shall be as set forth in this Agreement. None of the Holders of any
Class of
Certificates, the Depositor, the Trustee, the Trust Administrator or
the related
Servicer shall in any way be responsible or liable to the Holders of
any other
Class of Certificates in respect of amounts properly previously distributed
on
the Certificates.
(e) Except
as
otherwise provided in Section 9.01, whenever the Trust Administrator
expects
that the final distribution with respect to any Class of Certificates
will be
made on the next Distribution Date, the Trust Administrator shall,
no later than
five days after the latest related Determination Date, mail on such
date to each
Holder of such Class of Certificates a notice to the effect that:
(i) the
Trust
Administrator expects that the final distribution with respect to such
Class of
Certificates will be made on such Distribution Date, but only upon
presentation
and surrender of such Certificates at the office of the Trust Administrator
therein specified, and
(ii) no
interest shall accrue on such Certificates from and after the end of
the related
Interest Accrual Period.
(iii) Any
funds
not distributed to any Holder or Holders of Certificates of such Class
on such
Distribution Date because of the failure of such Holder or Holders
to tender
their Certificates shall, on such date, be set aside and held in trust
by the
Trust Administrator and credited to the account of the appropriate
non-tendering
Holder or Holders. If any Certificates as to which notice has been
given
pursuant to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice,
the
Trust Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation
in order to
receive the final distribution with respect thereto. If within one
year after
the second notice all such Certificates shall not have been surrendered
for
cancellation, the Trust Administrator shall, directly or through an
agent, mail
a final notice to remaining non-tendering Certificateholders concerning
surrender of their Certificates and shall continue to hold any remaining
funds
for the benefit of non-tendering Certificateholders. The costs and
expenses of
maintaining the funds in trust and of contacting such Certificateholders
shall
be paid out of the assets remaining in such trust fund. If within one
year after
the final notice any such Certificates shall not have been surrendered
for
cancellation, the Trust Administrator shall pay to Citigroup Global
Markets Inc.
all such amounts, and all rights of non-tendering Certificateholders
in or to
such amounts shall thereupon cease. No interest shall accrue or be
payable to
any Certificateholder on any amount held in trust by the Trust Administrator
as
a result of such Certificateholder’s failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 4.01(e).
(f) Notwithstanding
anything to the contrary herein, (i) in no event shall the Certificate
Principal
Balance of a Class A Certificate or a Mezzanine Certificate be reduced
more than
once in respect of any particular amount allocated to such Certificate
in
respect of Realized Losses pursuant to Section 4.04 and (ii) in no
event shall
the Uncertificated Balance of a REMIC Regular Interest be reduced more
than once
in respect of any particular amount both (a) allocated to such REMIC
Regular
Interest in respect of Realized Losses pursuant to Section 4.04 and
(b)
distributed on such REMIC Regular Interest in reduction of the Uncertificated
Balance thereof pursuant to this Section 4.01.
| SECTION 4.02 |
Statements
to Certificateholders.
|
On
each
Distribution Date, the Trust Administrator shall prepare and make available
on
its website to each Holder of the Regular Certificates and the Cap
Provider, a
statement as to the distributions made on such Distribution Date setting
forth:
(i) the
amount of the distribution made on such Distribution Date to the Holders
of
Certificates of each such Class allocable to principal and the amount
of the
distribution made on such Distribution Date to the Holders of the Class
P
Certificates allocable to Prepayment Charges;
(ii) the
amount of the distribution made on such Distribution Date to the Holders
of
Certificates of each such Class allocable to interest;
(iii) the
aggregate amount of P&I Advances for such Distribution Date (including the
general purpose of such P&I Advances);
(iv) the
fees
and expenses of the trust accrued and paid on such Distribution Date
and to whom
such fees and expenses were paid;
(v) the
aggregate Stated Principal Balance of the Mortgage Loans and any REO
Properties
at the close of business on such Distribution Date;
(vi) the
number, aggregate principal balance, weighted average remaining term
to maturity
and weighted average Mortgage Rate of the Mortgage Loans as of the
related Due
Date;
(vii) the
number and aggregate unpaid principal balance of Mortgage Loans that
are (a)
delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent
90 or
more days in each case, as of the last day of the preceding calendar
month, (d)
as to which foreclosure proceedings have been commenced and (e) with
respect to
which the related Mortgagor has filed for protection under applicable
bankruptcy
laws, with respect to whom bankruptcy proceedings are pending or with
respect to
whom bankruptcy protection is in force;
(viii) with
respect to any Mortgage Loan that became an REO Property during the
preceding
calendar month, the loan number of such Mortgage Loan, the unpaid principal
balance and the Stated Principal Balance of such Mortgage Loan as of
the date it
became an REO Property;
(ix) the
Delinquency Percentage;
(x) the
book
value and the Stated Principal Balance of any REO Property as of the
close of
business on the last Business Day of the calendar month preceding the
Distribution Date;
(xi) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period;
(xii) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period (or, in the case of Bankruptcy Losses allocable to interest,
during the
related Due Period), separately identifying whether such Realized Losses
constituted Bankruptcy Losses;
(xiii) the
aggregate amount of Extraordinary Trust Fund Expenses withdrawn from
the
Collection Account or the Distribution Account for such Distribution
Date;
(xiv) the
aggregate Certificate Principal Balance of each such Class of Certificates,
after giving effect to the distributions, and allocations of Realized
Losses and
Extraordinary Trust Fund Expenses, made on such Distribution Date,
separately
identifying any reduction thereof due to allocations of Realized Losses
and
Extraordinary Trust Fund Expenses;
(xv) the
Certificate Factor for each such Class of Certificates applicable to
such
Distribution Date;
(xvi) the
Interest Distribution Amount in respect of each such Class of Certificates
for
such Distribution Date (separately identifying any reductions in the
case of
Subordinate Certificates resulting from the allocation of Realized
Losses
allocable to interest and Extraordinary Trust Fund Expenses on such
Distribution
Date) and the respective portions thereof, if any, remaining unpaid
following
the distributions made in respect of such Certificates on such Distribution
Date;
(xvii) the
aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Servicers pursuant
to Section
3.24;
(xviii) the
aggregate amount of Relief Act Interest Shortfalls for such Distribution
Date;
(xix) the
Net
Monthly Excess Cashflow, the Overcollateralization Target Amount, the
Overcollateralized Amount, the Overcollateralization Reduction Amount,
the
Overcollateralization Increase Amount and the Credit Enhancement
Percentage;
(xx) with
respect to any Mortgage Loan as to which foreclosure proceedings have
been
concluded, the loan number and unpaid principal balance of such Mortgage
Loan as
of the date of such conclusion of foreclosure proceedings;
(xxi) with
respect to Mortgage Loans as to which a Final Liquidation has occurred,
the
number of Mortgage Loans, the unpaid principal balance of such Mortgage
Loans as
of the date of such Final Liquidation and the amount of proceeds (including
Liquidation Proceeds and Insurance Proceeds) collected in respect of
such
Mortgage Loans;
(xxii) any
Allocated Realized Loss Amount with respect to each Class of Certificates
for
such Distribution Date;
(xxiii) the
amounts deposited into the Net WAC Rate Carryover Reserve Account for
such
Distribution Date, the amounts withdrawn from such account and distributed
to
each Class of Certificates, and the amounts remaining on deposit in
such account
after all deposits into and withdrawals from such account on such Distribution
Date;
(xxiv) the
Net
WAC Rate Carryover Amounts for each Class of Certificates, if any,
for such
Distribution Date and the amounts remaining unpaid after reimbursements
therefor
on such Distribution Date;
(xxv) whether
a
Stepdown Date or Trigger Event is in effect;
(xxvi) the
total
cashflows received and the general sources thereof;
(xxvii) if
applicable, material modifications, extensions or waivers to mortgage
loan
terms, fees, penalties or payments during the preceding calendar month
or that
have become material over time;
(xxviii)
the
applicable Record Dates, Interest Accrual Periods and Determination
Dates for
calculating distributions for such Distribution Date;
(xxix) payments,
if any, made under the Cap Contract and the amount distributed to the
Floating
Rate Certificates from payments made under the Cap Contract; and
(xxx) the
Significance Percentage for such Distribution Date.
In
the
case of information furnished pursuant to subclauses (i) through (iii)
above,
the amounts shall be expressed as a dollar amount per Single Certificate
of the
relevant Class.
For
all
purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
shall be determined by the Trust Administrator from information provided
by the
Servicer and reported by the Trust Administrator based on the OTS methodology
for determining delinquencies on mortgage loans similar to the Mortgage Loans.
By way of example, a Mortgage Loan would be delinquent with respect
to a Monthly
Payment due on a Due Date if such Monthly Payment is not made by the
close of
business on the Mortgage Loan's next succeeding Due Date, and a Mortgage
Loan
would be more than 30-days Delinquent with respect to such Monthly
Payment if
such Monthly Payment were not made by the close of business on the
Mortgage
Loan’s second succeeding Due Date.
Within
a
reasonable period of time after the end of each calendar year, the
Trust
Administrator shall forward to each Person (with a copy to the Trustee)
who at
any time during the calendar year was a Holder of a Regular Certificate
a
statement containing the information set forth in subclauses (i) through
(iii)
above, aggregated for such calendar year or applicable portion thereof
during
which such person was a Certificateholder. Such obligation of the Trust
Administrator shall be deemed to have been satisfied to the extent
that
substantially comparable information shall be provided by the Trust
Administrator pursuant to any requirements of the Code as from time
to time are
in force.
On
each
Distribution Date, the Trust Administrator shall make available to
the
Depositor, each Holder of a Residual Certificate, the Trustee, the
Servicers and
the Credit Risk Manager, a copy of the reports forwarded to the Regular
Certificateholders on such Distribution Date and a statement setting
forth the
amounts, if any, actually distributed with respect to the Residual
Certificates,
respectively, on such Distribution Date.
Within
a
reasonable period of time after the end of each calendar year, the
Trust
Administrator shall forward to each Person (with a copy to the Trustee)
who at
any time during the calendar year was a Holder of a Residual Certificate
a
statement setting forth the amount, if any, actually distributed with
respect to
the Residual Certificates, as appropriate, aggregated for such calendar
year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trust Administrator shall be deemed to have
been
satisfied to the extent that substantially comparable information shall
be
provided by the Trust Administrator to such Holders pursuant to the
rules and
regulations of the Code as are in force from time to time.
Upon
request, the Trust
Administrator
shall
forward to each Certificateholder, during the term of this Agreement,
such
periodic, special, or other reports or information, whether or not
provided for
herein, as shall be reasonable with respect to the Certificateholder,
or
otherwise with respect to the purposes of this Agreement, all such
reports or
information to be provided at the expense of the Certificateholder
in accordance
with such reasonable and explicit instructions and directions as the
Certificateholder may provide. For purposes of this Section 4.02, the
Trust
Administrator’s duties are limited to the extent that the Trust Administrator
receives timely reports as required from the Servicers.
On
each
Distribution Date, the Trust Administrator shall provide Bloomberg
Financial
Markets, L.P. (“Bloomberg”) on its website (1) CUSIP level factors for each
class of Certificates as of such Distribution Date and (2) the number
and
aggregate unpaid principal balance of Mortgage Loans that are (a) delinquent
30
to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more
days in each
case, as of the last day of the preceding calendar month, (d) as to
which
foreclosure proceedings have been commenced and (e) with respect to
which the
related Mortgagor has filed for protection under applicable bankruptcy
laws,
with respect to whom bankruptcy proceedings are pending or with respect
to whom
bankruptcy protection is in force, in each case using a format and
media
mutually acceptable to the Trust Administrator and Bloomberg.
For
each
Distribution Date, the Trust Administrator shall calculate the Significance
Percentage of the Cap Contract. If on any such Distribution Date through
and
including the Distribution Date in December 2006, the Significance
Percentage is
equal to or greater than 10%, the Trust Administrator shall promptly
notify the
Depositor and the Depositor shall file, by Form 10-D no later than
fifteen days
following the related Distribution Date, the financial statements of
the Cap
Provider as required by Item 1115 of Regulation AB.
| SECTION 4.03 |
Remittance
Reports; P&I Advances.
|
(a) No
later
than the Servicer Remittance Date (or, in the case of Ameriquest, the
18th
day of
the calendar month in which such Distribution Date occurs or, if such
18th
day is
not a Business Day, the Business Day immediately following), the Servicers
shall
deliver to the Trust Administrator, in a mutually agreed upon electronic
format
(or by such other means as the related Servicer and the Trust Administrator
may
agree from time to time) a Remittance Report with respect to the related
Distribution Date. The Trust Administrator shall, on behalf of the
Servicers, on
such date furnish a copy of such Remittance Report to the Credit Risk
Manager by
such means as the Trust Administrator shall agree from time to time.
Such
Remittance Report will include such other information with respect
to the
Mortgage Loans as the Trust Administrator may reasonably require to
perform the
calculations necessary to make the distributions contemplated by Section
4.01
and to prepare the statements to Certificateholders contemplated by
Section
4.02. No
later
than the Servicer Remittance Date, the Servicers shall furnish to the
Trust
Administrator a monthly report containing such information regarding
prepayments
in full on Mortgage Loans during the applicable Prepayment Period in
a format as
mutually agreed to between the related Servicer and the Trust Administrator.
Neither the Trustee nor the Trust Administrator shall be responsible
to
recompute, recalculate or verify any information provided to it by
the
Servicers.
(b) With
respect to any Mortgage Loan on which a Monthly Payment was due during
the
related Due Period and delinquent on the related Determination Date,
the amount
of the Servicer's P&I Advance will be equal to the amount of the Monthly
Payment (net of the related Servicing Fee) that is delinquent as of
the close of
business on the related Determination Date. With respect to each REO
Property,
which REO Property was acquired during or prior to the related Prepayment
Period
and as to which such REO Property an REO Disposition did not occur
during the
related Prepayment Period, an amount equal to the excess, if any, of
the Monthly
Payment (net of the related Servicing Fee) that would have been due
on the
related Due Date in respect of the related Mortgage Loan, over the
net income
from such REO Property deposited in the Collection Account pursuant
to Section
3.23 for distribution on such Distribution Date.
By
4:00
p.m. New York time on the Servicer Remittance Date, each Servicer shall
remit in
immediately available funds to the Trust Administrator for deposit
in the
Distribution Account an amount equal to the aggregate amount of P&I
Advances, if any, to be made in respect of the Mortgage Loans for the
related
Distribution Date either (i) from its own funds or (ii) from the related
Collection Account, to the extent of funds held therein for future
distribution
(in which case it will cause to be made an appropriate entry in the
records of
the Collection Account that amounts held for future distribution have
been, as
permitted by this Section 4.03, used by the related Servicer in discharge
of any
such P&I Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made by the related
Servicer with respect to the Mortgage Loans. Any amounts held for future
distribution used by a Servicer to make a P&I Advance as permitted in the
preceding sentence shall be appropriately reflected in the related
Servicer’s
records and replaced by the related Servicer by deposit in the Collection
Account on or before any future Servicer Remittance Date to the extent
that the
Available Distribution Amount for the related Distribution Date (determined
without regard to P&I Advances to be made on the Servicer Remittance Date)
shall be less than the total amount that would be distributed to the
Certificateholders pursuant to Section 4.01 on such Distribution Date
if such
amounts held for future distributions had not been so used to make
P&I
Advances. The Trust Administrator will provide notice to the related
Servicer by
telecopy by the close of business on the Business Day prior to the
Distribution
Date via email to the appropriate investor reporting contact of the
Servicer (as
well as the manager of the Servicer’s investor reporting group) in the event
that the amount remitted by the related Servicer to the Trust Administrator
on
such date is less than the P&I Advances required to be made by the Servicer
for the related Distribution Date.
(c) The
obligation of each Servicer to make such P&I Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to
(d) below,
and, with respect to any Mortgage Loan or REO Property, shall continue
until a
Final Recovery Determination in connection therewith or the removal
thereof from
the Trust Fund pursuant to any applicable provision of this Agreement,
except as
otherwise provided in this Section.
(d) Notwithstanding
anything herein to the contrary, no P&I Advance or Servicing Advance shall
be required to be made hereunder by a Servicer if such P&I Advance or
Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, respectively. The determination by
a Servicer
that it has made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing
Advance or that any proposed P&I Advance or Servicing Advance, if made,
would constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing
Advance, respectively, shall be evidenced by a certification of a Servicing
Officer delivered to the Trust Administrator (whereupon, upon receipt
of such
certification, the Trust Administrator shall forward a copy of such
certification to the Depositor, the Trustee and the Credit Risk Manager).
Notwithstanding the foregoing, if following the application of Liquidation
Proceeds on any Mortgage Loan that was the subject of a Final Recovery
Determination, any Servicing Advance with respect to such Mortgage
Loan shall
remain unreimbursed to a Servicer, then without limiting the provisions
of
Section 3.11(a), a certification of a Servicing Officer regarding such
Nonrecoverable Servicing Advance shall not be required to be delivered
by the
related Servicer to the Trust Administrator.
| SECTION 4.04 |
Allocation
of Extraordinary Trust Fund Expenses and Realized
Losses.
|
(a) Prior
to
each Distribution Date, each Servicer shall determine as to each Mortgage
Loan
and REO Property: (i) the total amount of Realized Losses, if any,
incurred in
connection with any Final Recovery Determinations made during the related
Prepayment Period; (ii) whether and the extent to which such Realized
Losses
constituted Bankruptcy Losses; and (iii) the respective portions of
such
Realized Losses allocable to interest and allocable to principal. Prior
to each
Distribution Date, each Servicer shall also determine as to each Mortgage
Loan:
(A) the total amount of Realized Losses, if any, incurred in connection
with any
Deficient Valuations made during the related Prepayment Period; and
(B) the
total amount of Realized Losses, if any, incurred in connection with
Debt
Service Reductions in respect of Monthly Payments due during the related
Due
Period. The information described in the two preceding sentences that
is to be
supplied by each Servicer shall be either included in the related Remittance
Report (in form and format reasonably required and mutually agreed
upon by
Servicers) or evidenced by an Officers’ Certificate delivered to the Trust
Administrator and the Trustee by the related Servicer prior to the
Determination
Date immediately following the end of (x) in the case of Bankruptcy
Losses
allocable to interest, the Due Period during which any such Realized
Loss was
incurred, and (y) in the case of all other Realized Losses, the Prepayment
Period during which any such Realized Loss was incurred.
(b) All
Realized Losses on the Mortgage Loans shall be allocated by the Trust
Administrator on each Distribution Date as follows: first, to the Interest
Distribution Amount for the Class CE Certificates for the related Interest
Accrual Period; second, to payments received under the Cap Contract,
third, to
the Class CE Certificates, until the Certificate Principal Balance
thereof has
been reduced to zero; fourth, to the Class M-10 Certificates, until
the
Certificate Principal Balance thereof has been reduced to zero, fifth,
to the
Class M-9 Certificates, until the Certificate Principal Balance thereof
has been
reduced to zero, sixth, to the Class M-8 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; seventh, to the
Class M-7
Certificates, until the Certificate Principal Balance thereof has been
reduced
to zero; eighth, to the Class M-6 Certificates, until the Certificate
Principal
Balance thereof has been reduced to zero; ninth, to the Class M-5 Certificates,
until the Certificate Principal Balance thereof has been reduced to
zero; tenth,
to the Class M-4 Certificates, until the Certificate Principal Balance
thereof
has been reduced to zero; eleventh, to the Class M-3 Certificates,
until the
Certificate Principal Balance thereof has been reduced to zero; twelfth,
to the
Class M-2 Certificates, until the Certificate Principal Balance thereof
has been
reduced to zero; and thirteenth, to the Class M-1 Certificates, until
the
Certificate Principal Balance thereof has been reduced to zero.
All
Realized Losses to be allocated to the Certificate Principal Balances
of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references
above to
the Certificate Principal Balance of any Class of Certificates shall
be to the
Certificate Principal Balance of such Class immediately prior to the
relevant
Distribution Date, before reduction thereof by any Realized Losses,
in each case
to be allocated to such Class of Certificates, on such Distribution
Date.
Any
allocation of Realized Losses to a Mezzanine Certificate on any Distribution
Date shall be made by reducing the Certificate Principal Balance thereof
by the
amount so allocated and any allocation of Realized Losses to a Class
CE
Certificates shall be made by reducing the amount otherwise payable
in respect
thereof pursuant to Section 4.01(a)(3). No allocations of any Realized
Losses
shall be made to the Certificate Principal Balances of the Class A
Certificates
or the Class P Certificates.
(c) The
REMIC
I Marker Allocation Percentage of all Realized Losses on the Mortgage
Loans
shall be allocated by the Trust Administrator on each Distribution
Date to the
following REMIC I Regular Interests in the specified percentages, as
follows:
first, to Uncertificated Interest payable to the REMIC I Regular Interest
I-LTAA
and REMIC I Regular Interest I-LTZZ up to an aggregate amount equal
to the REMIC
I Interest Loss Allocation Amount, 98% and 2%, respectively; second,
to the
Uncertificated Balances of the REMIC I Regular Interest I-LTAA and
REMIC I
Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC
I Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest
I-LTM10
and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively,
until the
Uncertificated Balance of REMIC I Regular Interest I-LTM10 has been
reduced to
zero; fourth, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA,
REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTZZ,
98%, 1% and
1%, respectively, until the Uncertificated Balance of REMIC I Regular
Interest
I-LTM9 has been reduced to zero; fifth, to the Uncertificated Balances
of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM8 and REMIC
I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance
of REMIC I Regular Interest I-LTM8 has been reduced to zero; sixth,
to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I
Regular
Interest I-LTM7 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM7 has been reduced to zero; seventh, to the Uncertificated Balances
of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM6 and
REMIC I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I Regular Interest I-LTM6 has been reduced to zero;
eighth, to
the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC
I Regular
Interest I-LTM5 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM5 has been reduced to zero; ninth, to the Uncertificated Balances
of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM4 and REMIC
I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance
of REMIC I Regular Interest I-LTM4 has been reduced to zero; tenth,
to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I
Regular
Interest I-LTM3 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM3 has been reduced to zero; eleventh, to the Uncertificated Balances
of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM2 and
REMIC I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I Regular Interest I-LTM2 has been reduced to zero
and twelfth,
to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
REMIC I
Regular Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, 98%, 1%
and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM1 has been reduced to zero.
(d) The
REMIC
I Sub WAC Allocation Percentage of all Realized Losses shall be applied
after
all distributions have been made on each Distribution Date first, so
as to keep
the Uncertificated Balance of each REMIC I Regular Interest ending
with the
designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group; second, to each REMIC
I Regular
Interest ending with the designation “SUB,” so that the Uncertificated Balance
of each such REMIC I Regular Interest is equal to 0.01% of the excess
of (x) the
aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan
Group over (y) the current Certificate Principal Balance of the Class
A
Certificate in the related Loan Group (except that if any such excess
is a
larger number than in the preceding distribution period, the least
amount of
Realized Losses shall be applied to such REMIC I Regular Interests
such that the
REMIC I Subordinated Balance Ratio is maintained); and third, any remaining
Realized Losses shall be allocated to REMIC I Regular Interest
I-LTXX.
| SECTION 4.05 |
Compliance
with Withholding Requirements.
|
Notwithstanding
any other provision of this Agreement, the Trust Administrator shall
comply with
all federal withholding requirements respecting payments to Certificateholders
of interest or original issue discount that the Trust Administrator
reasonably
believes are applicable under the Code. The consent of Certificateholders
shall
not be required for such withholding. In the event the Trust Administrator
does
withhold any amount from interest or original issue discount payments
or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trust Administrator shall indicate the amount withheld
to such
Certificateholders.
| SECTION 4.06 |
Net
WAC Rate Carryover Reserve Account.
|
(a) No
later
than the Closing Date, the Trust Administrator shall establish and
maintain a
separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
Account, Citibank, N.A., as Trust Administrator, in trust for the registered
holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through
Certificates, Series 2006-HE2.”
(b) On
each
Distribution Date, the Trust Administrator has been directed by the
Class CE
Certificateholders to, and therefore shall, deposit into the Net WAC
Rate
Carryover Reserve Account, any Net WAC Rate Carryover Amounts for such
Distribution Date, rather than distributing such amounts to the Class
CE
Certificateholders. On each such Distribution Date, the Trust Administrator
shall hold all such amounts for the benefit of the Holders of the Floating
Rate
Certificates, and shall distribute the aggregate Net WAC Rate Carryover
Amount,
if any, for such Distribution Date from the Net WAC Rate Carryover
Reserve
Account to the Holders of the Floating Rate Certificates in the amounts
and
priorities set forth in Section 4.01(g).
On
each
Distribution Date, after the payment of any Net WAC Rate Carryover
Amounts on
the Floating Rate Certificates, any amounts remaining in the Net WAC
Rate
Carryover Reserve Account, shall be payable to the Trust Administrator
as
additional compensation to it, subject to the immediately following
paragraph.
(c) It
is the
intention of the parties hereto that, for federal and state income
and state and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
disregarded as an entity separate from the Holder of the Class CE Certificates
unless and until the date when either (a) there is more than one Class
CE
Certificateholder or (b) any Class of Certificates in addition to the
Class CE
Certificates is recharacterized as an equity interest in the Net WAC
Rate
Carryover Reserve Account for federal income tax purposes, in which
case it is
the intention of the parties hereto that, for federal and state income
and state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve
Account be
treated as a partnership. All amounts deposited into the Net WAC Rate
Carryover
Reserve Account shall be treated as amounts distributed by REMIC II
to the
Holder of the Class CE Interest and by REMIC III to the Holder of the
Class CE
Certificates. The Net WAC Rate Carryover Reserve Account will be an
“outside
reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h).
Upon the termination of the Trust Fund, or the payment in full of the
Floating
Rate Certificates, all amounts remaining on deposit in the Net WAC
Rate
Carryover Reserve Account shall be released by the Trust Fund and distributed
to
the Class CE Certificateholders or their designees. The Net WAC Rate
Carryover
Reserve Account shall be part of the Trust Fund but not part of any
Trust REMIC
and any payments to the Holders of the Floating Rate Certificates of
Net WAC
Rate Carryover Amounts will not be payments with respect to a “regular interest”
in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By
accepting a Class CE Certificate, each Class CE Certificateholder hereby
agrees
to direct the Trust Administrator, and the Trust Administrator is hereby
is
directed, to deposit into the Net WAC Rate Carryover Reserve Account
the amounts
described above on each Distribution Date rather than distributing
such amounts
to the Class CE Certificateholders. By accepting a Class CE Certificate,
each
Class CE Certificateholder further agrees that such direction is given
for good
and valuable consideration, the receipt and sufficiency of which is
acknowledged
by such acceptance.
(e) All
amounts on deposit in the Net WAC Rate Carryover Reserve Account shall
remain
uninvested.
(f) For
federal tax return and information reporting, the right of the Holders
of the
Floating Rate Certificates to receive payments from the Net WAC Rate
Carryover
Reserve Account in respect of any Net WAC Rate Carryover Amount may
have more
than a de
minimis
value.
| SECTION 4.07 |
Commission
Reporting.
|
(a)
(i)
Within 10 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 distribution report on Form
10-D, signed by the Depositor, with a copy of the monthly statement
to be
furnished by the Trust Administrator to the Certificateholders for
such
Distribution Date. Any disclosure in addition to the monthly statement
required
to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be
determined and prepared by the entity that is indicated in Exhibit
B as the
responsible party for providing that information, and the Trust Administrator
will have no duty or liability to verify the accuracy or sufficiency
of any such
Additional Form 10-D Disclosure and the Trust Administrator shall have
no
liability with respect to any failure to properly prepare or file such
Form 10-D
resulting from or relating to the Trust Administrator’s inability or failure to
obtain any information in a timely manner from the party responsible
for
delivery of such Additional Form 10-D Disclosure.
Within
5
calendar days after the related Distribution Date (or if not a Business
Day, the
immediately preceding Business Day), each entity that is indicated
in Exhibit B
as the responsible party for providing Additional Form 10-D Disclosure
shall be
required to provide to the Trust
Administrator and
the
Depositor, to the extent known, clearly identifying which item of Form
10-D the
information relates to, any Additional Form 10-D Disclosure, if applicable.
The
Trust Administrator shall compile the information provided to it, prepare
the
Form 10-D and forward the Form 10-D to the Depositor for verification.
The
Depositor will approve, as to form and substance, or disapprove, as
the case may
be, the Form 10-D. No later than three Business Days prior to the 10th
calendar
day after the related Distribution Date, an officer of the Depositor
shall sign
the Form 10-D and return an electronic or fax copy of such signed Form
10-D
(with an original executed hard copy to follow by overnight mail) to
the Trust
Administrator.
(ii) (ii)Within
three (3) Business Days after the occurrence of an event requiring
disclosure on
Form 8-K (each such event, a “Reportable Event”), the Trust Administrator shall
prepare and file any Form 8-K, as required by the Exchange Act, (other
than the
initial Form 8-K in connection with the issuance of the Certificates,
which
shall be prepared and filed by the Depositor). Any disclosure or information
related to a Reportable Event or that is otherwise required to be included
on
Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by
the entity that is indicated in Exhibit B as the responsible party
for providing
that information. The Trust Administrator shall not be responsible
for
determining what information is required to be filed on Form 8-K or
for any
filing that is not made on a timely basis in accordance with Regulation
AB in
the event that such information is not delivered to the Trust Administrator
on
or prior to the fourth Business Day prior to the applicable filing
deadline.
For
so
long as the Trust is subject to the Exchange Act reporting requirements,
no
later than the end of business on the second Business Day after the
occurrence
of a Reportable Event, the entity that is indicated in Exhibit B as
the
responsible party for providing Form 8-K Disclosure Information shall
be
required to provide to the Trust Administrator, to the extent known,
the form
and substance of any Form 8-K Disclosure Information, if applicable.
The Trust
Administrator shall compile the information provided to it, and prepare
and file
the Form 8-K, which shall be signed by an officer of the Depositor.
(iii) Prior
to
January 30 of the first year in which the Trust Administrator is able
to do so
under applicable law, the Trust Administrator shall, in accordance
with industry
standards, file a Form 15 Suspension Notice with respect to the Trust
Fund, if
applicable. Prior to (x) March 1, 2007 and (y) unless and until a Form
15
Suspension Notice shall have been filed, prior to March 1 of each year
thereafter, each Servicer shall provide the Trust Administrator with
an Annual
Compliance Statement, together with a copy of the Assessment of Compliance
and
Attestation Report to be delivered by the Servicer pursuant to Sections
3.20 and
3.21 (including with respect to any Sub-Servicer or any subcontractor,
if
required to be filed). Prior to (x) March 31, 2007 and (y) unless and
until a
Form 15 Suspension Notice shall have been filed, March 31 of each year
thereafter, the Trust Administrator shall file a Form 10-K, in substance
as
required by applicable law or applicable Securities and Exchange Commission
staff’s interpretations and conforming to industry standards, with respect
to
the Trust Fund. Such Form 10-K shall include the Assessment of Compliance,
Attestation Report, Annual Compliance Statements and other documentation
provided by the Servicer pursuant to Sections 3.20 and 3.21 (including
with
respect to any Sub-Servicer or subcontractor, if required to be filed)
and
Section 3.21 with respect to the Trust Administrator, and the Form
10-K
certification in the form attached hereto as Exhibit H-1 (the “Certification”)
signed by the senior officer of the Depositor in charge of securitization.
The
Trust Administrator shall receive the items described in the preceding
sentence
no later than March 1st
of each
calendar year prior to the filing deadline for the Form 10-K. If the
Servicer
does not deliver such items by March 1st
of any
year, either the Trust Administrator or the Depositor shall provide
the Servicer
with written notice of its failure to deliver such items and the Servicer
shall
have 10 calendar days from the date of its receipt of such written
notice to
cure such failure to deliver.
If
information, data and exhibits to be included in the Form 10-K are
not so timely
delivered, the Trust Administrator shall file an amended Form 10-K
including such documents as exhibits reasonably promptly after they
are
delivered to the Trust Administrator. The Trust Administrator shall
have no
liability with respect to any failure to properly prepare or file such
periodic
reports resulting from or relating to the Trust Administrator’s inability or
failure to timely obtain any information from any other party.
Prior
to
(x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice
shall
have been filed, prior to March 1st
of each
year thereafter, each entity that is indicated in Exhibit B as the
responsible
party for providing Additional Form 10-K Disclosure shall be required
to provide
to the Trust Administrator and the Depositor, to the extent known,
the form and
substance of any Additional Form 10-K Disclosure Information, if applicable.
The
Trust Administrator shall compile the information provided to it, prepare
the
Form 10-K and forward the Form 10-K to the Depositor for verification.
The
Depositor will approve, as to form and substance, or disapprove, as
the case may
be, the Form 10-K by no later than March 25th
of the
relevant year (or the immediately preceding Business Day if March 25th
is not a
Business Day), an officer of the Depositor shall sign the Form 10-K
and return
an electronic or fax copy of such signed Form 10-K (with an original
executed
hard copy to follow by overnight mail) to the Trust Administrator.
Each
Servicer shall be responsible for determining the pool concentration
applicable
to any Sub-Servicer to which such Servicer delegated any of its responsibilities
with respect to the Mortgage Loans at any time, for purposes of disclosure
as
required by Items 1117 and 1119 of Regulation AB. The Trust Administrator
will
provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings
free
of charge to any Certificateholder upon written request. Any expenses
incurred
by the Trust Administrator in connection with the previous sentence
shall be
reimbursable to the Trust Administrator out of the Trust Fund.
The
Trust
Administrator shall sign a certification (in the form attached hereto
as
Exhibit H-2) for the benefit of the Depositor and its officers, directors
and Affiliates in respect of items 1 through 3 of the Certification
(the “Trust
Administrator Certification”) (provided, however, that the Trust Administrator
shall not undertake an analysis of the Attestation Report attached
as an exhibit
to the Form 10-K), and the Servicer shall sign a certification (the
“Servicer
Certification”) solely with respect to the Servicer (substantially in the form
attached hereto as Exhibit H-3 or Exhibit H-4, as applicable) for the
benefit of the Depositor, the Trust Administrator and each Person,
if any, who
“controls” the Depositor or the Trust Administrator within the meaning of the
Securities Act of 1933, as amended, and their respective officers and
directors.
Each such certification shall be delivered to the Depositor and the
Trust
Administrator by March 20th
of each
year (or if not a Business Day, the immediately preceding Business
Day). The
Certification attached hereto as Exhibit H-1 shall be delivered to the
Trust Administrator by March 25th
for
filing on or prior to March 31st
of each
year (or if not a Business Day, the immediately preceding Business
Day).
(b) In
addition, (A) the Trust Administrator shall indemnify and hold harmless
the
Depositor, each Servicer and its officers, directors and Affiliates
from and
against any actual losses, damages, penalties, fines, forfeitures,
reasonable
and necessary legal fees and related costs, judgments and other costs
and
expenses arising out of third party claims solely and directly based
upon (i) a
breach of the Trust Administrator’s obligations under this Section 4.07 or (ii)
any material misstatement or omission contained in the Trust Administrator
Certification and (B) each Servicer shall indemnify and hold harmless
the
Depositor, the Trust Administrator and their respective officers, directors
and
Affiliates from and against any actual losses, damages, penalties,
fines,
forfeitures, reasonable and necessary legal fees and related costs,
judgments
and other costs and expenses that such Person may sustain arising out
of third
party claims based upon (i) a breach of such Servicer’s obligations under this
Section 4.07, (ii) any material misstatement or omission contained
in the
Assessment of Compliance provided by the Servicer pursuant to Section
3.21 or
(iii) any information correctly derived by the Trust Administrator
and included
in a Form 10-D or Form 10-K from information provided to the Trust
Administrator
by the Servicer under this Agreement. If the indemnification provided
for herein
is unavailable or insufficient to hold harmless the Depositor, then
(i) the
Trust Administrator agrees that it shall contribute to the amount paid
or
payable by the Depositor as a result of the losses, claims, damages
or
liabilities of the Depositor in such proportion as is appropriate to
reflect the
relative fault of the Depositor on the one hand and the Trust Administrator
on
the other and (ii) each Servicer agrees that it shall contribute to
the amount
paid or payable by the Depositor as a result of the losses, claims,
damages or
liabilities of the Depositor in such proportion as is appropriate to
reflect the
relative fault of the Depositor on the one hand and such Servicer on
the other.
Notwithstanding the foregoing, in no event shall the Trust Administrator
or any
Servicer be liable for any special, consequential, indirect or punitive
damages.
| SECTION 4.08 |
Cap
Account
|
(a) No
later
than the Closing Date, the Trustee shall establish and maintain with
itself or
the Cap Administrator, a separate, segregated trust account titled,
“U.S. Bank
National Association, as Cap Trustee, in trust for the registered holders
of
Citigroup Mortgage Loan Trust 2006-HE2, Asset-Backed Certificates,
Series
2006-HE2—Cap Account.” Such account shall be an Eligible Account and amounts
therein shall be held uninvested.
(b) Prior
to
each Distribution Date, pursuant to the Cap Administration Agreement,
prior to
any distribution to any Certificate, the Cap Administrator on behalf
of the Cap
Trustee shall deposit into the Cap Account amounts received by it under
the Cap
Contract, for distribution in accordance with Section 4.01(a)(6) above.
(c) It
is the
intention of the parties hereto that, for federal and state income
and state and
local franchise tax purposes, the Cap Account be disregarded as an
entity
separate from the Holder of the Class CE Certificates unless and until
the date
when either (a) there is more than one Class CE Certificateholder or
(b) any
Class of Certificates in addition to the Class CE Certificates is
recharacterized as an equity interest in the Cap Account for federal
income tax
purposes, in which case it is the intention of the parties hereto that,
for
federal and state income and state and local franchise tax purposes,
the Cap
Account be treated as a partnership. The Cap Account will be an “outside reserve
fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon
the
termination of the Trust Fund, or the payment in full of the Floating
Rate
Certificates, all amounts remaining on deposit in the Cap Account shall
be
released by the Trust Fund and distributed to the Class CE Certificateholders
or
their designees. The Cap Account shall be part of the Trust Fund but
not part of
any Trust REMIC and any payments to the Holders of the Floating Rate
Certificates of Net WAC Rate Carryover Amounts will not be payments
with respect
to a “regular interest” in a REMIC within the meaning of Code Section
860(G)(a)(1).
By
accepting a Class CE Certificate, each Class CE Certificateholder hereby
agrees
to direct the Trust Administrator, and the Trust Administrator is hereby
directed, to deposit into the Cap Account the amounts described above
on each
Distribution Date.
Upon
an
early termination of the Cap Contract other than in connection with
the optional
termination of the Trust pursuant to Section 9.01 of the Pooling and
Servicing
Agreement, the Cap Trustee will use reasonable efforts to appoint a
successor
cap contract provider. The Cap Administrator on behalf of the Cap Trustee
will
apply any Cap Contract Termination Payment received from the original
Cap
Provider in connection with such early termination of the Cap Contract
to the
upfront payment required to appoint the successor cap contract provider.
If the
Cap Trustee is unable to appoint a successor cap contract provider
within 30
days of the Cap Contract Early Termination, then the cap trustee will
establish,
and will deposit any Cap Termination Payment received from the original
Cap
Provider into, a separate, non-interest bearing reserve account (a
“Cap
Termination Reserve Account”) and will, on each subsequent distribution date,
withdraw from the amount then remaining on deposit in such reserve
account an
amount equal to the payment, if any, that would have been paid to the
trust
administrator by the original Cap Provider calculated in accordance
with the
terms of the original Cap Contract, and distribute such amount in accordance
with Section 3(a) and the Cap Administration Agreement.
Upon
a
Cap Contract Early Termination in connection with the optional termination
of
the trust, if the Cap Trustee or the Cap Administrator on its behalf
receives a
Cap Contract Termination Payment from the Cap Provider, such Cap Contract
Termination Payment will be distributed in accordance with the terms
of the Cap
Administration Agreement.
ARTICLE
V
THE
CERTIFICATES
| SECTION 5.01 |
The
Certificates.
|
(a) The
Certificates in the aggregate will represent the entire beneficial
ownership
interest in the Mortgage Loans and all other assets included in the
Trust Fund.
At the Closing Date, the aggregate Certificate Principal Balance of
the
Certificates will equal the aggregate Stated Principal Balance of the
Mortgage
Loans.
The
Certificates will be substantially in the forms annexed hereto as Exhibits
A-1
through A-19. The Certificates of each Class will be issuable in registered
form
only, in denominations of authorized Percentage Interests as described
in the
definition thereof. Each Certificate will share ratably in all rights
of the
related Class.
Upon
original issue, the Certificates shall be executed, authenticated and
delivered
by the Trust Administrator to or upon the order of the Depositor. The
Certificates shall be executed and attested by manual or facsimile
signature on
behalf of the Trust Administrator by an authorized signatory. Certificates
bearing the manual or facsimile signatures of individuals who were
at any time
the proper officers of the Trust Administrator shall bind the Trust
Administrator, notwithstanding that such individuals or any of them
have ceased
to hold such offices prior to the execution, authentication and delivery
of such
Certificates or did not hold such offices at the date of such Certificates.
No
Certificate shall be entitled to any benefit under this Agreement or
be valid
for any purpose, unless there appears on such Certificate a certificate
of
authentication substantially in the form provided herein executed by
the Trust
Administrator by manual signature, and such certificate of authentication
shall
be conclusive evidence, and the only evidence, that such Certificate
has been
duly authenticated and delivered hereunder. All Certificates shall
be dated the
date of their authentication.
(b) The
Book-Entry Certificates shall initially be issued as one or more Certificates
held by Book-Entry Custodian or, if appointed to hold such Certificates
as
provided below, the Depository and registered in the name of the Depository
or
its nominee and, except as provided below, registration of such Certificates
may
not be transferred by the Trust Administrator except to another Depository
that
agrees to hold such Certificates for the respective Certificate Owners
with
Ownership Interests therein. The Certificate Owners shall hold their
respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided below, shall not
be
entitled to definitive, fully registered Certificates (“Definitive
Certificates”) in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established
by the
Depository Participant or brokerage firm representing such Certificate
Owner.
Each Depository Participant shall only transfer the Ownership Interests
in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository’s normal
procedures. The Trust Administrator is hereby initially appointed as
the
Book-Entry Custodian and hereby agrees to act as such in accordance
herewith and
in accordance with the agreement that it has with the Depository authorizing
it
to act as such. The Book-Entry Custodian may, and if it is no longer
qualified
to act as such, the Book-Entry Custodian shall, appoint, by a written
instrument
delivered to the Depositor, the Servicers and the Trust Administrator,
any other
transfer agent (including the Depository or any successor Depository)
to act as
Book-Entry Custodian under such conditions as the predecessor Book-Entry
Custodian and the Depository or any successor Depository may prescribe,
provided
that the predecessor Book-Entry Custodian shall not be relieved of
any of its
duties or responsibilities by reason of any such appointment of other
than the
Depository. If the Trust Administrator resigns or is removed in accordance
with
the terms hereof, the successor Trust Administrator or, if it so elects,
the
Depository shall immediately succeed to its predecessor’s duties as Book-Entry
Custodian. The Depositor shall have the right to inspect, and to obtain
copies
of, any Certificates held as Book-Entry Certificates by the Book-Entry
Custodian.
The
Trustee, the Trust Administrator, the Servicers and the Depositor may
for all
purposes (including the making of payments due on the Book-Entry Certificates)
deal with the Depository as the authorized representative of the Certificate
Owners with respect to the Book-Entry Certificates for the purposes
of
exercising the rights of Certificateholders hereunder. The rights of
Certificate
Owners with respect to the Book-Entry Certificates shall be limited
to those
established by law and agreements between such Certificate Owners and
the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository
as
Holder of the Book-Entry Certificates with respect to any particular
matter
shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Trust Administrator may establish a reasonable
record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such
record
date.
If
(i)(A)
the Depositor advises the Trust Administrator in writing that the Depository
is
no longer willing or able to properly discharge its responsibilities
as
Depository, and (B) the Depositor is unable to locate a qualified successor
or
(ii) after the occurrence of a Servicer Event of Default, Certificate
Owners
representing in the aggregate not less than 51% of the Ownership Interests
of
the Book-Entry Certificates advise the Trust Administrator through
the
Depository, in writing, that the continuation of a book-entry system
through the
Depository is no longer in the best interests of the Certificate Owners,
the
Trust Administrator shall notify all Certificate Owners, through the
Depository,
of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender
to the
Trust Administrator of the Book- Entry Certificates by the Book-Entry
Custodian
or the Depository, as applicable, accompanied by registration instructions
from
the Depository for registration of transfer, the Trust Administrator
shall issue
the Definitive Certificates. Such Definitive Certificates will be issued
in
minimum denominations of $25,000, except that any beneficial ownership
that was
represented by a Book-Entry Certificate in an amount less than $25,000
immediately prior to the issuance of a Definitive Certificate shall
be issued in
a minimum denomination equal to the amount represented by such Book-Entry
Certificate. None of the Depositor, the Servicers, the Trust Administrator
or
the Trustee shall be liable for any delay in the delivery of such instructions
and may conclusively rely on, and shall be protected in relying on,
such
instructions. Upon the issuance of Definitive Certificates all references
herein
to obligations imposed upon or to be performed by the Depository shall
be deemed
to be imposed upon and performed by the Trust Administrator, to the
extent
applicable with respect to such Definitive Certificates, and the Trust
Administrator shall recognize the Holders of the Definitive Certificates
as
Certificateholders hereunder.
| SECTION 5.02 |
Registration
of Transfer and Exchange of Certificates.
|
(a) The
Trust
Administrator shall cause to be kept at one of the offices or agencies
to be
appointed by the Trust Administrator in accordance with the provisions
of
Section 8.12 a Certificate Register for the Certificates in which,
subject to
such reasonable regulations as it may prescribe, the Trust Administrator
shall
provide for the registration of Certificates and of transfers and exchanges
of
Certificates as herein provided.
(b) No
transfer of any Private Certificate shall be made unless that transfer
is made
pursuant to an effective registration statement under the Securities
Act of
1933, as amended (the “1933 Act”), and effective registration or qualification
under applicable state securities laws, or is made in a transaction
that does
not require such registration or qualification. In the event that such
a
transfer of a Private Certificate is to be made without registration
or
qualification (other than in connection with (i) the initial transfer
of any
such Certificate by the Depositor to an Affiliate of the Depositor
or, in the
case of the Residual Certificates, the first transfer by an Affiliate
of the
Depositor, (ii) the transfer of any such Class CE, Class P or Residual
Certificate to the issuer under the Indenture or the indenture trustee
or
indenture trustee administrator under the Indenture or (iii) a transfer
of any
such Class CE, Class P or Residual Certificate from the issuer under
the
Indenture or the indenture trustee or indenture trustee administrator
under the
Indenture to the Depositor or an Affiliate of the Depositor), the Trustee
shall
require receipt of: (i) if such transfer is purportedly being made
in reliance
upon Rule 144A under the 1933 Act, written certifications from the
Certificateholder desiring to effect the transfer and from such
Certificateholder’s prospective transferee, substantially in the forms attached
hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
(which Opinion of Counsel shall not be an expense of the Trust Fund
or of the
Depositor, the Trustee, the Trust Administrator, the Servicers, in
its capacity
as such, or any Sub-Servicer), together with copies of the written
certification(s) of the Certificateholder desiring to effect the transfer
and/or
such Certificateholder’s prospective transferee upon which such Opinion of
Counsel is based, if any. None of the Depositor, the Trust Administrator
or the
Trustee is obligated to register or qualify any such Certificates under
the 1933
Act or any other securities laws or to take any action not otherwise
required
under this Agreement to permit the transfer of such Certificates without
registration or qualification. Any Certificateholder desiring to effect
the
transfer of any such Certificate shall, and does hereby agree to, indemnify
the
Trustee, the Trust Administrator, the Depositor and the Servicers against
any
liability that may result if the transfer is not so exempt or is not
made in
accordance with such federal and state laws.
Notwithstanding
the foregoing, in the event of any such transfer of any Ownership Interest
in
any Private Certificate that is a Book-Entry Certificate, except with
respect to
the initial transfer of any such Ownership Interest by the Depositor,
such
transfer shall be required to be made in reliance upon Rule 144A under
the 1933
Act, and the transferee will be deemed to have made each of the transferee
representations and warranties set forth Exhibit F-1 hereto in respect
of such
interest as if it was evidenced by a Definitive Certificate. The Certificate
Owner of any such Ownership Interest in any such Book-Entry Certificate
desiring
to effect such transfer shall, and does hereby agree to, indemnify
the Trustee
and the Depositor against any liability that may result if the transfer
is not
so exempt or is not made in accordance with such federal and state
laws.
Notwithstanding
the foregoing, no certification or Opinion of Counsel described in
this Section
5.02(b) will be required in connection with the transfer, on the Closing
Date,
of any Residual Certificate by the Depositor to an “accredited investor” within
the meaning of Rule 501(d) of the 1933 Act.
No
transfer of a Private Certificate or any interest therein shall be
made to any
Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly
or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with “Plan Assets” of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R.§ 2510.3-101 (“Plan Assets”), as
certified by such transferee in the form of Exhibit G, unless, (i)
in the case
of a Class CE Certificate, a Class P Certificate or Residual Certificate,
the
Trust Administrator is provided with an Opinion of Counsel on which
the Trust
Administrator, the Depositor, the Trustee and the Servicers may rely,
to the
effect that the purchase of such Certificates is permissible under
ERISA and the
Code, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Depositor,
the
Servicers, the Trustee, the Trust Administrator or the Trust Fund to
any
obligation or liability (including obligations or liabilities under
ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor,
the
Servicers, the Trustee, the Trust Administrator or the Trust Fund or
(ii) in the
case of a Class M-10 Certificate, (1) such Person is an insurance company,
(2)
the source of funds used to acquire or hold the Certificate or interest
therein
is an “insurance company general account,” as such term is defined in Prohibited
Transaction Class Exemption (“PTCE”) 95-60 and (3) the conditions in Sections I
and III of PTCE 95-60 have been satisfied. Neither a certification
nor an
Opinion of Counsel will be required in connection with (i) the initial
transfer
of any such Certificate by the Depositor to an Affiliate of the Depositor
or, in
the case of the Residual Certificates, the first transfer by an Affiliate
of the
Depositor, (ii) the transfer of any such Class CE, Class P or Residual
Certificate to the issuer under the Indenture or the indenture trustee
under the
Indenture or (iii) a transfer of any such Class CE, Class P or Residual
Certificate from the issuer under the Indenture or the indenture trustee
under
the Indenture to the Depositor or an Affiliate of the Depositor (in
which case,
the Depositor or any Affiliate thereof shall have deemed to have represented
that such Affiliate is not a Plan or a Person investing Plan Assets)
and the
Trust Administrator shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trust Administrator, shall be a written
representation) from the Depositor of the status of such transferee
as an
affiliate of the Depositor.
Each
beneficial owner of a Mezzanine Certificate or any interest therein
shall be
deemed to have represented, by virtue of its acquisition or holding
of that
certificate or interest therein, that either (i) it is not a Plan investor,
(ii)
for Mezzanine Certificates other than the Class M-10 Certificates,
it has
acquired and is holding such Mezzanine Certificate in reliance on Prohibited
Transaction Exemption (“PTE”) 91-23, as amended by XXX 00-00, XXX 0000-00 and
PTE 2002-41 (the “Underwriters’ Exemption”), and that it understands that there
are certain conditions to the availability of the Underwriters’ Exemption,
including that such Mezzanine Certificate must be rated, at the time
of
purchase, not lower than “BBB-” (or its equivalent) by S&P, Xxxxx’x or Fitch
and the Certificates are so rated or (iii) (1) it is an insurance company,
(2)
the source of funds used to acquire or hold the Certificate or interest
therein
is an “insurance company general account,” as such term is defined in PTCE
95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have
been
satisfied.
If
any
Private Certificate or Mezzanine Certificate or any interest therein
is acquired
or held in violation of the provisions of the preceding two paragraphs,
the next
preceding permitted beneficial owner will be treated as the beneficial
owner of
that Certificate retroactive to the date of transfer to the purported
beneficial
owner. Any purported beneficial owner whose acquisition or holding
of any such
Certificate or interest therein was effected in violation of the provisions
of
the preceding two paragraphs shall indemnify and hold harmless the
Depositor,
the Servicers, the Trustee, the Trust Administrator and the Trust Fund
from and
against any and all liabilities, claims, costs or expenses incurred
by those
parties as a result of that acquisition or holding.
(c) (i)
Each
Person who has or who acquires any Ownership Interest in a Residual
Certificate
shall be deemed by the acceptance or acquisition of such Ownership
Interest to
have agreed to be bound by the following provisions and to have irrevocably
authorized the Trust Administrator or its designee under clause (iii)(A)
below
to deliver payments to a Person other than such Person and to negotiate
the
terms of any mandatory sale under clause (iii)(B) below and to execute
all
instruments of Transfer and to do all other things necessary in connection
with
any such sale. The rights of each Person acquiring any Ownership Interest
in a
Residual Certificate are expressly subject to the following
provisions:
(A) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trust
Administrator of any change or impending change in its status as a
Permitted
Transferee.
(B) In
connection with any proposed Transfer of any Ownership Interest in
a Residual
Certificate, the Trust Administrator shall require delivery to it and
shall not
register the Transfer of any Residual Certificate until its receipt
of an
affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form
attached hereto as Exhibit F-2, from the proposed Transferee, in form
and
substance satisfactory to the Trust Administrator, representing and
warranting,
among other things, that such Transferee is a Permitted Transferee,
that it is
not acquiring its Ownership Interest in the Residual Certificate that
is the
subject of the proposed Transfer as a nominee, trustee or agent for
any Person
that is not a Permitted Transferee, that for so long as it retains
its Ownership
Interest in a Residual Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of this Section
5.02(d) and
agrees to be bound by them.
(C) Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
under clause (B) above, if a Responsible Officer of the Trust Administrator
who
is assigned to this transaction has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership
Interest
in a Residual Certificate to such proposed Transferee shall be
effected.
(D) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from
any other
Person to whom such Person attempts to transfer its Ownership Interest
in a
Residual Certificate and (y) not to transfer its Ownership Interest
unless it
provides a transferor affidavit (a “Transferor Affidavit”), in the form attached
hereto as Exhibit F-2, to the Trust Administrator stating that, among
other
things, it has no actual knowledge that such other Person is not a
Permitted
Transferee.
(E) Each
Person holding or acquiring an Ownership Interest in a Residual Certificate,
by
purchasing an Ownership Interest in such Certificate, agrees to give
the Trust
Administrator written notice that it is a “pass-through interest holder” within
the meaning of temporary Treasury regulation Section 1.67- 3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Residual Certificate,
if
it is, or is holding an Ownership Interest in a Residual Certificate
on behalf
of, a “pass-through interest holder.”
(ii) The
Trust
Administrator will register the Transfer of any Residual Certificate
only if it
shall have received the Transfer Affidavit and Agreement and all of
such other
documents as shall have been reasonably required by the Trust Administrator
as a
condition to such registration. In addition, no Transfer of a Residual
Certificate shall be made unless the Trust Administrator shall have
received a
representation letter from the Transferee of such Certificate to the
effect that
such Transferee is a Permitted Transferee.
(iii) (A)
If any
purported Transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 5.02(d), then the last
preceding
Permitted Transferee shall be restored, to the extent permitted by
law, to all
rights as Holder thereof retroactive to the date of registration of
such
Transfer of such Residual Certificate. The Trust Administrator shall
be under no
liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by this Section 5.02(d) or
for making
any payments due on such Certificate to the Holder thereof or for taking
any
other action with respect to such Holder under the provisions of this
Agreement.
(B) If
any
purported Transferee shall become a Holder of a Residual Certificate
in
violation of the restrictions in this Section 5.02(d) and to the extent
that the
retroactive restoration of the rights of the Holder of such Residual
Certificate
as described in clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Trust Administrator shall have the right, without
notice
to the Holder or any prior Holder of such Residual Certificate, to
sell such
Residual Certificate to a purchaser selected by the Trust Administrator
on such
terms as the Trust Administrator may choose. Such purported Transferee
shall
promptly endorse and deliver each Residual Certificate in accordance
with the
instructions of the Trust Administrator. Such purchaser may be the
Trust
Administrator itself or any Affiliate of the Trust Administrator. The
proceeds
of such sale, net of the commissions (which may include commissions
payable to
the Trust Administrator or its Affiliates), expenses and taxes due,
if any, will
be remitted by the Trust Administrator to such purported Transferee.
The terms
and conditions of any sale under this clause (iii)(B) shall be determined
in the
sole discretion of the Trust Administrator, and the Trust Administrator
shall
not be liable to any Person having an Ownership Interest in a Residual
Certificate as a result of its exercise of such discretion.
(iv) The
Trust
Administrator shall make available to the Internal Revenue Service
and those
Persons specified by the REMIC Provisions all information necessary
to compute
any tax imposed (A) as a result of the Transfer of an Ownership Interest
in a
Residual Certificate to any Person who is a Disqualified Organization,
including
the information described in Treasury regulations sections 1.860D-1(b)(5)
and
1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual
Certificate and (B) as a result of any regulated investment company,
real estate
investment trust, common trust fund, partnership, trust, estate or
organization
described in Section 1381 of the Code that holds an Ownership Interest
in a
Residual Certificate having as among its record holders at any time
any Person
which is a Disqualified Organization. Reasonable compensation for providing
such
information may be accepted by the Trust Administrator.
(v) The
provisions of this Section 5.02(d) set forth prior to this subsection
(v) may be
modified, added to or eliminated, provided that there shall have been
delivered
to the Trust Administrator at the expense of the party seeking to modify,
add to
or eliminate any such provision the following:
(A) written
notification from the Rating Agencies to the effect that the modification,
addition to or elimination of such provisions will not cause the Rating
Agencies
to downgrade its then-current ratings of any Class of Certificates;
and
(B) an
Opinion of Counsel, in form and substance satisfactory to the Trust
Administrator, to the effect that such modification of, addition to
or
elimination of such provisions will not cause any Trust REMIC to cease
to
qualify as a REMIC and will not cause (x) any Trust REMIC to be subject
to an
entity-level tax caused by the Transfer of any Residual Certificate
to a Person
that is not a Permitted Transferee or (y) a Person other than the prospective
transferee to be subject to a REMIC-tax caused by the Transfer of a
Residual
Certificate to a Person that is not a Permitted Transferee.
(d) Subject
to the preceding subsections, upon surrender for registration of transfer
of any
Certificate at any office or agency of the Trust Administrator maintained
for
such purpose pursuant to Section 8.12, the Trust Administrator shall
execute,
authenticate and deliver, in the name of the designated Transferee
or
Transferees, one or more new Certificates of the same Class of a like
aggregate
Percentage Interest.
(e) At
the
option of the Holder thereof, any Certificate may be exchanged for
other
Certificates of the same Class with authorized denominations and a
like
aggregate Percentage Interest, upon surrender of such Certificate to
be
exchanged at any office or agency of the Trust Administrator maintained
for such
purpose pursuant to Section 8.12. Whenever any Certificates are so
surrendered
for exchange, upon notice from the Trust Administrator, the Trust Administrator
shall execute, authenticate and deliver, the Certificates which the
Certificateholder making the exchange is entitled to receive. Every
Certificate
presented or surrendered for transfer or exchange shall (if so required
by the
Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in the form satisfactory to the Trust Administrator
duly
executed by, the Holder thereof or his attorney duly authorized in
writing. In
addition, (i) with respect to each Class R Certificate, the Holder
thereof may
exchange, in the manner described above, such Class R Certificate for
two
separate Certificates, each representing such Holder’s respective Percentage
Interest in the Class R-I Interest and the Class R-II Interest that
was
evidenced by the Class R Certificate being exchanged and (ii) with
respect to
each Class R-X Certificate, the Holder thereof may exchange, in the
manner
described above, such Class R-X Certificate for two separate Certificates,
each
representing such Holder’s respective Percentage Interest in the Class R-III
Interest and the Class R-IV Interest, respectively, in each case that
was
evidenced by the Class R-X Certificate being exchanged.
(f) No
service charge to the Certificateholders shall be made for any transfer
or
exchange of Certificates, but the Trust Administrator may require payment
of a
sum sufficient to cover any tax or governmental charge that may be
imposed in
connection with any transfer or exchange of Certificates.
(g) All
Certificates surrendered for transfer and exchange shall be canceled
and
destroyed by the Trust Administrator in accordance with its customary
procedures.
| SECTION 5.03 |
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Trust Administrator,
or the
Trust Administrator receive evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the
Trustee and
the Trust Administrator such security or indemnity as may be required
by them to
save each of them harmless, then, in the absence of actual knowledge
by the
Trust Administrator that such Certificate has been acquired by a bona
fide
purchaser, the Trust Administrator shall execute, authenticate and
deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and of like denomination
and
Percentage Interest. Upon the issuance of any new Certificate under
this
Section, the Trust Administrator may require the payment of a sum sufficient
to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of
the Trust
Administrator) connected therewith. Any replacement Certificate issued
pursuant
to this Section shall constitute complete and indefeasible evidence
of ownership
in the applicable REMIC created hereunder, as if originally issued,
whether or
not the lost, stolen or destroyed Certificate shall be found at any
time.
| SECTION 5.04 |
Persons
Deemed Owners.
|
The
Depositor, the Servicers, the Trustee, the Trust Administrator and
any agent of
any of them may treat the Person in whose name any Certificate is registered
as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever, and
none of the
Depositor, the Servicers, the Trustee, the Trust Administrator or any
agent of
any of them shall be affected by notice to the contrary.
| SECTION 5.05 |
Certain
Available Information.
|
The
Trust
Administrator shall maintain at its Corporate Trust Office and shall
make
available free of charge during normal business hours for review by
any Holder
of a Certificate or any Person identified to the Trust Administrator
as a
prospective transferee of a Certificate, originals or copies of the
following
items: (A) this Agreement and any amendments hereof entered into pursuant
to
Section 11.01, (B) all monthly statements required to be delivered
to
Certificateholders of the relevant Class pursuant to Section 4.02 since
the
Closing Date, and all other notices, reports, statements and written
communications delivered to the Certificateholders of the relevant
Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trust Administrator since
the Closing
Date pursuant to Section 10.01(h), (D) any and all Officers’ Certificates
delivered to the Trust Administrator by each Servicer since the Closing
Date to
evidence such Servicer’s determination that any P&I Advance or Servicing
Advance was, or if made, would be a Nonrecoverable Advance and (E)
any and all
Officers’ Certificates delivered to the Trust Administrator by each Servicer
since the Closing Date pursuant to Section 4.04(a). Copies and mailing
of any
and all of the foregoing items will be available from the Trust Administrator
upon request at the expense of the person requesting the same.
ARTICLE
VI
THE
DEPOSITOR AND THE SERVICERS
| SECTION 6.01 |
Liability
of the Depositor and the Servicers.
|
Each
Servicer shall be liable in accordance herewith only to the extent
of the
obligations specifically imposed by this Agreement and undertaken hereunder
by
each Servicer herein. The Depositor shall be liable in accordance herewith
only
to the extent of the obligations specifically imposed by this Agreement
and
undertaken hereunder by the Depositor herein.
| SECTION 6.02 |
Merger
or Consolidation of the Depositor or the
Servicers.
|
Subject
to the following paragraph, the Depositor will keep in full effect
its
existence, rights and franchises as a corporation under the laws of
the
jurisdiction of its incorporation. Subject to the following paragraph,
each
Servicer will keep in full effect its existence, rights and franchises
as a
corporation under the laws of the jurisdiction of its incorporation
and its
qualification as an approved conventional seller/servicer for Xxxxxx
Mae or
Xxxxxxx Mac in good standing. The Depositor and the Servicers each
will obtain
and preserve its qualification to do business as a foreign corporation
in each
jurisdiction in which such qualification is or shall be necessary to
protect the
validity and enforceability of this Agreement, the Certificates or
any of the
Mortgage Loans and to perform its respective duties under this
Agreement.
The
Depositor or the Servicers may be merged or consolidated with or into
any
Person, or transfer all or substantially all of its assets to any Person,
in
which case any Person resulting from any merger or consolidation to
which the
Depositor or the Servicers shall be a party, or any Person succeeding
to the
business of the Depositor or the Servicers, shall be the successor
of the
Depositor or the Servicers, as the case may be, hereunder, without
the execution
or filing of any paper or any further act on the part of any of the
parties
hereto, anything herein to the contrary notwithstanding; provided,
however, that
the successor or surviving Person to the Servicers shall be qualified
to service
mortgage loans on behalf of Xxxxxx Xxx or Xxxxxxx Mac; and provided
further that
the Rating Agencies’ ratings of the Class A Certificates and the Mezzanine
Certificates in effect immediately prior to such merger or consolidation
will
not be qualified, reduced or withdrawn as a result thereof (as evidenced
by a
letter to such effect from the Rating Agencies).
| SECTION 6.03 |
Limitation
on Liability of the Depositor, the Servicers and
Others.
|
None
of
the Depositor, the Servicers (and any Sub-Servicer) or any of the directors,
officers, employees or agents of the Depositor or the Servicers (and
any
Sub-Servicer) shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the
taking of any
action in good faith pursuant to this Agreement or the related Sub-Servicing
Agreement, as applicable, or for errors in judgment; provided, however,
that
this provision shall not protect the Depositor, the Servicers (and
any
Sub-Servicer) or any such person against any breach of warranties,
representations or covenants made herein, or against any specific liability
imposed on the related Servicer (and any Sub-Servicer) pursuant hereto
or the
related Sub-Servicing Agreement, as applicable, or against any liability
which
would otherwise be imposed by reason of willful misfeasance, bad faith
or
negligence in the performance of duties or by reason of reckless disregard
of
obligations and duties hereunder or the related Sub-Servicing Agreement,
as
applicable. The Depositor, the Servicers (and any Sub-Servicer) and
any
director, officer, employee or agent of the Depositor or the Servicers
may rely
in good faith on any document of any kind which, prima
facie,
is
properly executed and submitted by any Person respecting any matters
arising
hereunder or the related Sub-Servicing Agreement, as applicable. The
Depositor,
the Servicers (and any Sub-Servicer) and any director, officer, employee
or
agent of the Depositor or the Servicers (and any Sub-Servicer) shall
be
indemnified and held harmless by the Trust Fund against (i) any loss,
liability
or expense incurred in connection with any legal action relating to
this
Agreement or the Certificates (except as any such loss, liability or
expense
shall be otherwise reimbursable pursuant to this Agreement) or any
loss,
liability or expense incurred by reason of willful misfeasance, bad
faith or
negligence in the performance of duties hereunder or the related Sub-Servicing
Agreement, as applicable, or by reason of reckless disregard of obligations
and
duties hereunder or the related Sub-Servicing Agreement, as applicable,
and (ii)
any breach of a representation or warranty regarding the Mortgage Loans.
None of
the Depositor or the Servicers (and any Sub-Servicer) shall be under
any
obligation to appear in, prosecute or defend any legal action unless
such action
is related to its respective duties under this Agreement or the related
Sub-Servicing Agreement, as applicable, and, in its opinion, does not
involve it
in any expense or liability; provided, however, that each of the Depositor
and
the Servicers (and any Sub-Servicer) may in its discretion undertake
any such
action which it may deem necessary or desirable with respect to this
Agreement
or the related Sub-Servicing Agreement, as applicable, and the rights
and duties
of the parties hereto or to the related Sub-Servicing Agreement, as
applicable,
and the interests of the Certificateholders hereunder. In such event,
unless the
Depositor or the Servicers (and any Sub-Servicer) acts without the
consent of
Holders of Certificates entitled to at least 51% of the Voting Rights
(which
consent shall not be necessary in the case of litigation or other legal
action
by either to enforce their respective rights or defend themselves hereunder
or
the related Sub-Servicing Agreement, as applicable), the legal expenses
and
costs of such action and any liability resulting therefrom (except
any loss,
liability or expense incurred by reason of willful misfeasance, bad
faith or
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder or the related Sub-Servicing
Agreement, as applicable) shall be expenses, costs and liabilities
of the Trust
Fund, and the Depositor (subject to the limitations set forth above)
and the
related Servicer (and any Sub-Servicer) shall be entitled to be reimbursed
therefor from the related Collection Account as and to the extent provided
in
Section 3.11 or from the corresponding custodial account established
under the
related Sub-Servicing Agreement, any such right of reimbursement being
prior to
the rights of the Certificateholders to receive any amount in the related
Collection Account.
| SECTION 6.04 |
Limitation
on Resignation of the Servicers.
|
Each
Servicer shall not resign from the obligations and duties hereby imposed
on it
except (i) upon determination that its duties hereunder are no longer
permissible under applicable law or (ii) with the written consent of
the Trustee
and the Trust Administrator, which consent may not be unreasonably
withheld,
with written confirmation from the Rating Agencies (which confirmation
shall be
furnished to the Depositor, the Trustee and the Trust Administrator)
that such
resignation will not cause the Rating Agencies to reduce the then current
rating
of the Class A Certificates and provided that a qualified successor
has agreed
to assume the duties and obligations of the related Servicer hereunder.
Any such
determination pursuant to clause (i) of the preceding sentence permitting
the
resignation of the related Servicer shall be evidenced by an Opinion
of Counsel
to such effect obtained at the expense of the related Servicer and
delivered to
the Trustee and the Trust Administrator. No resignation of the related
Servicer
shall become effective until the Trust Administrator or the Trustee,
as
applicable, in accordance with Section 7.02 hereof, or a successor
servicer
shall have assumed the related Servicer’s responsibilities, duties, liabilities
(other than those liabilities arising prior to the appointment of such
successor) and obligations under this Agreement.
Except
as
expressly provided herein, the related Servicer shall not assign or
transfer any
of its rights, benefits or privileges hereunder to any other Person,
nor
delegate to or subcontract with, nor authorize or appoint any other
Person to
perform any of the duties, covenants or obligations to be performed
by the
related Servicer hereunder. If, pursuant to any provision hereof, the
duties of
the related Servicer are transferred to a successor servicer, the entire
amount
of the Servicing Fee and other compensation payable to the related
Servicer
pursuant hereto shall thereafter be payable to such successor
servicer.
| SECTION 6.05 |
Rights
of the Depositor in Respect of the
Servicers.
|
Each
Servicer shall afford (and any Sub-Servicing Agreement shall provide
that each
Sub-Servicer shall afford) the Depositor, the Trustee and the Trust
Administrator, upon reasonable notice, during normal business hours,
access to
all records maintained by such Servicer (and any such Sub-Servicer)
in respect
of such Servicer’s rights and obligations hereunder and access to officers of
such Servicer (and those of any such Sub-Servicer) responsible for
such
obligations. Upon request, each Servicer shall furnish to the Depositor,
the
Trustee and the Trust Administrator its (and any such Sub-Servicer’s) most
recent financial statements of the parent company of such Servicer
and such
other information relating to such Servicer’s capacity to perform its
obligations under this Agreement that it possesses. To the extent such
information is not otherwise available to the public, the Depositor,
the Trustee
and the Trust Administrator shall not disseminate any information obtained
pursuant to the preceding two sentences without the related Servicer’s written
consent, except as required pursuant to this Agreement or to the extent
that it
is appropriate to do so (i) in working with legal counsel, auditors,
taxing
authorities or other governmental agencies, rating agencies or reinsurers
or
(ii) pursuant to any law, rule, regulation, order, judgment, writ,
injunction or
decree of any court or governmental authority having jurisdiction over
the
Depositor, the Trustee, the Trust Administrator or the Trust Fund,
and in either
case, the Depositor, the Trustee or the Trust Administrator, as the
case may be,
shall use its best efforts to assure the confidentiality of any such
disseminated non-public information. The Depositor may, but is not
obligated to,
enforce the obligations of a Servicer under this Agreement and may,
but is not
obligated to, perform, or cause a designee to perform, any defaulted
obligation
of a Servicer under this Agreement or exercise the rights of any Servicer
under
this Agreement; provided that a Servicer shall not be relieved of any
of its
obligations under this Agreement by virtue of such performance by the
Depositor
or its designee. The Depositor shall not have any responsibility or
liability
for any action or failure to act by a Servicer and is not obligated
to supervise
the performance of a Servicer under this Agreement or otherwise.
| SECTION 6.06 |
Duties
of the Credit Risk Manager.
|
For
and
on behalf of the Trust, the Credit Risk Manager will provide reports
and
recommendations concerning certain delinquent and defaulted Mortgage
Loans, and
as to the collection of any Prepayment Charges with respect to the
Mortgage
Loans. Such reports and recommendations will be based upon information
provided
to the Credit Risk Manager pursuant to the respective Credit Risk Management
Agreement, and the Credit Risk Manager shall look solely to the Servicers
for
all information and data (including loss and delinquency information
and data)
relating to the servicing of the related Mortgage Loans. Upon any termination
of
the Credit Risk Manager or the appointment of a successor Credit Risk
Manager,
the Depositor shall give written notice thereof to the Servicers, the
Trustee,
the Trust Administrator and each Rating Agency. Notwithstanding the
foregoing,
the termination of the Credit Risk Manager pursuant to this Section
shall not
become effective until the appointment of a successor Credit Risk
Manager.
| SECTION 6.07 |
Limitation
Upon Liability of the Credit Risk
Manager.
|
Neither
the Credit Risk Manager, nor any of its directors, officers, employees,
or
agents shall be under any liability to the Trustee, the Certificateholders,
the
Trust Administrator or the Depositor for any action taken or for refraining
from
the taking of any action made in good faith pursuant to this Agreement,
in
reliance upon information provided by the related Servicer under the
related
Credit Risk Management Agreement, or for errors in judgment; provided,
however,
that this provision shall not protect the Credit Risk Manager or any
such person
against liability that would otherwise be imposed by reason of willful
malfeasance or bad faith in its performance of its duties. The Credit
Risk
Manager and any director, officer, employee, or agent of the Credit
Risk Manager
may rely in good faith on any document of any kind prima
facie properly
executed and submitted by any Person respecting any matters arising
hereunder,
and may rely in good faith upon the accuracy of information furnished
by the
related Servicer pursuant to the applicable Credit Risk Management
Agreement in
the performance of its duties thereunder and hereunder.
| SECTION 6.08 |
Removal
of the Credit Risk Manager.
|
The
Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
holding not less than 66 2/3% of the Voting Rights in the Trust Fund,
in the
exercise of its or their sole discretion. The Certificateholders shall
provide
written notice of the Credit Risk Manager’s removal to the Trust
Administrator.
Upon
receipt of such notice, the Trust Administrator shall provide written
notice to
the Credit Risk Manager of its removal, which shall be effective upon
receipt of
such notice by the Credit Risk Manager.
ARTICLE
VII
DEFAULT
| SECTION 7.01 |
Servicer
Events of Default.
|
Unless
otherwise specified, all references to “the Servicer” in this Article VII shall
be to events or actions as they relate to a specific Servicer. “Servicer Event
of Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Servicer to remit to the Trust Administrator for distribution
to
the Certificateholders any payment (other than a P&I Advance required to be
made from its own funds on any Servicer Remittance Date pursuant to
Section
4.03) required to be made under the terms of the Certificates and this
Agreement
which continues unremedied for a period of two Business Days after
the date upon
which written notice of such failure, requiring the same to be remedied,
shall
have been given to the Servicer by the Depositor, the Trust Administrator
or the
Trustee (in which case notice shall be provided by telecopy), or to
the
Servicer, the Depositor, the Trust Administrator and the Trustee by
the Holders
of Certificates entitled to at least 25% of the Voting Rights; or
(ii) any
failure on the part of the Servicer duly to observe or perform in any
material
respect any other of the covenants or agreements on the part of the
Servicer
contained in this Agreement (other than the agreements of the Servicer
contained
in Section 3.20 and Section 3.21) (or, if the Servicer is an Originator,
the
failure of the Originator to repurchase a Mortgage Loan as to which
a breach has
been established that requires a repurchase pursuant to the terms of
related
Master Agreement), or the breach by the Servicer of any representation
and
warranty contained in Section 2.05 (other than representation 2.05(b)(ix)),
which continues unremedied for a period of 45 days (or if such failure
or breach
cannot be remedied within 45 days, then such remedy shall have been
commenced
within 45 days and diligently pursued thereafter; provided, however,
that in no
event shall such failure or breach be allowed to exist for a period
of greater
than 60 days) after the earlier of (i) the date on which written notice
of such
failure, requiring the same to be remedied, shall have been given to
the
Servicer by the Depositor, the Trust Administrator or the Trustee,
or to the
Servicer, the Depositor, the Trust Administrator and the Trustee by
the Holders
of Certificates entitled to at least 25% of the Voting Rights and (ii)
actual
knowledge of such failure by a Servicing Officer; or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises in an involuntary case under any present or future federal
or state
bankruptcy, insolvency or similar law or the appointment of a conservator
or
receiver or liquidator in any insolvency, readjustment of debt, marshalling
of
assets and liabilities or similar proceeding, or for the winding-up
or
liquidation of its affairs, shall have been entered against the Servicer
and if
such proceeding is being contested by the Servicer in good faith such
decree or
order shall have remained in force undischarged or unstayed for a period
of 60
consecutive days or results in the entry of an order for relief or
any such
adjudication or appointment; or
(iv) the
Servicer shall consent to the appointment of a conservator or receiver
or
liquidator in any insolvency, readjustment of debt, marshalling of
assets and
liabilities or similar proceedings of or relating to the Servicer or
of or
relating to all or substantially all of its property; or
(v) the
Servicer shall admit in writing its inability to pay its debts generally
as they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations;
(vi) any
failure on the part of the Servicer duly to observe or perform in any
material
respect any other of the covenants or agreements on the part of the
Servicer
contained in Section 3.20 and Section 3.21 (subject to the cure periods
set
forth in such Sections); or
(vii) any
failure of the Servicer to make any P&I Advance on any Servicer Remittance
Date required to be made from its own funds pursuant to Section 4.03
which
continues unremedied until 5:00 p.m. New York time on first Business
Day after
the date upon which written notice of such failure, requiring the same
to be
remedied, shall have been given to the Servicer by the Trust Administrator
or
the Trustee (in which case notice shall be provided by telecopy).
If
a
Servicer Event of Default described in clauses (i) through (vii) of
this Section
shall occur and be continuing, then, and in each and every such case,
so long as
such Servicer Event of Default shall not have been remedied, the Depositor
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 Servicer (and to the Depositor and the Trust Administrator
if
given by the Trustee or to the Trustee and the Trust Administrator
if given by
the Depositor), terminate all of the rights and obligations of the
Servicer in
its capacity as a Servicer under this Agreement, to the extent permitted
by law,
and in and to the Mortgage Loans and the proceeds thereof.
If a
Servicer Event of Default described in clause (viii) hereof shall occur
and
shall not have been remedied during the applicable time period set
forth in
clause (viii) above, the Trust Administrator shall, by notice in writing
to the
Servicer and the Depositor, terminate all of the rights and obligations
of the
Servicer in its capacity as a Servicer under this Agreement and in
and to the
Mortgage Loans and the proceeds thereof. On
or
after the receipt by the Servicer of such written notice, all authority
and
power of the Servicer under this Agreement, whether with respect to
the
Certificates (other than as a Holder of any Certificate) or the Mortgage
Loans
or otherwise, shall pass to and be vested in the Trust Administrator
pursuant to
and under this Section and, without limitation, the Trust Administrator
is
hereby authorized and empowered, as attorney-in-fact or otherwise,
to execute
and deliver on behalf of and at the expense of the Servicer, any and
all
documents and other instruments and to do or accomplish all other acts
or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the
Mortgage
Loans and related documents, or otherwise. The Servicer agrees, at
its sole cost
and expense, promptly (and in any event no later than ten Business
Days
subsequent to such notice) to provide the Trust Administrator with
all documents
and records requested by it to enable it to assume the Servicer’s functions
under this Agreement, and to cooperate with the Trust Administrator
in effecting
the termination of the Servicer’s responsibilities and rights under this
Agreement, including, without limitation, the transfer within one Business
Day
to the Trust Administrator for administration by it of all cash amounts
which at
the time shall be or should have been credited by the Servicer to the
Collection
Account held by or on behalf of the Servicer, the Distribution Account
or any
REO Account or Servicing Account held by or on behalf of the Servicer
or
thereafter be received with respect to the Mortgage Loans or any REO
Property
serviced by the Servicer (provided, however, that the Servicer shall
continue to
be entitled to receive all amounts accrued or owing to it under this
Agreement
on or prior to the date of such termination, whether in respect of
P&I
Advances or otherwise, and shall continue to be entitled to the benefits
of
Section 6.03, notwithstanding any such termination, with respect to
events
occurring prior to such termination). For purposes of this Section
7.01, the
Trustee and the Trust Administrator shall not be deemed to have knowledge
of a
Servicer Event of Default unless a Responsible Officer of the Trustee
or the
Trust Administrator, as the case may be, assigned to and working in
the
Trustee’s or the Trust Administrator’s Corporate Trust Office, as applicable,
has actual knowledge thereof or unless written notice of any event
which is in
fact such a Servicer Event of Default is received by the Trustee or
the Trust
Administrator, as applicable, and such notice references the Certificates,
the
Trust Fund or this Agreement.
| SECTION 7.02 |
Trust
Administrator or Trustee to Act; Appointment of
Successor.
|
(a) On
and
after the time the Servicer receives a notice of termination, the Trust
Administrator (and in the event the Trust Administrator fails in its
obligation,
the Trustee) shall be the successor in all respects to the Servicer
in its
capacity as Servicer under this Agreement, the Servicer shall not have
the right
to withdraw any funds from the Collection Account without the consent
of the
Trust Administrator or the Trustee, as applicable, and the transactions
set
forth or provided for herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed
on the
Servicer (except for any representations or warranties of the Servicer
under
this Agreement, the responsibilities, duties and liabilities contained
in
Section 2.03(c) and its obligation to deposit amounts in respect of
losses
pursuant to Section 3.12) by the terms and provisions hereof including,
without
limitation, the Servicer’s obligations to make P&I Advances pursuant to
Section 4.03; provided, however, that if the Trust Administrator or
the Trustee,
as applicable, is prohibited by law or regulation from obligating itself
to make
advances regarding delinquent mortgage loans, then the Trust Administrator
or
the Trustee, as applicable, shall not be obligated to make P&I Advances
pursuant to Section 4.03; and provided further, that any failure to
perform such
duties or responsibilities caused by the Servicer’s failure to provide
information required by Section 7.01 shall not be considered a default
by the
Trust Administrator or the Trustee, as applicable, as successor to
the Servicer
hereunder. As compensation therefor, the Trust Administrator or the
Trustee, as
applicable, shall be entitled to the Servicing Fees and all funds relating
to
the Mortgage Loans to which the Servicer would have been entitled if
it had
continued to act hereunder (other than amounts which were due or would
become
due to the Servicer prior to its termination or resignation). Notwithstanding
the above, the Trust Administrator or the Trustee, as applicable, may,
if it
shall be unwilling to so act, or shall, if it is unable to so act or
if it is
prohibited by law from making advances regarding delinquent mortgage
loans, or
if the Holders of Certificates entitled to at least 51% of the Voting
Rights so
request in writing to the Trust Administrator or the Trustee, as applicable,
promptly appoint or petition a court of competent jurisdiction to appoint,
an
established mortgage loan servicing institution acceptable to the Rating
Agencies and having a net worth of not less than $15,000,000 as the
successor to
the Servicer under this Agreement in the assumption of all or any part
of the
responsibilities, duties or liabilities of the Servicer under this
Agreement. No
appointment of a successor Servicer under this Agreement shall be effective
until the assumption by the successor of all of the Servicer’s responsibilities,
duties and liabilities hereunder. In connection with such appointment
and
assumption described herein, the Trust Administrator or the Trustee,
as
applicable, may make such arrangements for the compensation of such
successor
out of payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of
that
permitted the Servicer as such hereunder. The Depositor, the Trust
Administrator, the Trustee and such successor shall take such action,
consistent
with this Agreement, as shall be necessary to effectuate any such succession.
Pending appointment of a successor to the Servicer under this Agreement,
the
Trust Administrator or the Trustee, as applicable, shall act in such
capacity as
hereinabove provided.
(b) In
connection with the termination or resignation of the Servicer hereunder,
either
(i) the successor servicer, including the Trust Administrator or the
Trustee, as
applicable, if the Trust Administrator or the Trustee, as applicable,
is acting
as successor Servicer, shall represent and warrant that it is a member
of MERS
in good standing and shall agree to comply in all material respects
with the
rules and procedures of MERS in connection with the servicing of the
Mortgage
Loans that are registered with MERS, in which case the predecessor
Servicer
shall cooperate with the successor Servicer in causing MERS to revise
its
records to reflect the transfer of servicing to the successor Servicer
as
necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer
shall cooperate with the successor Servicer in causing MERS to execute
and
deliver an assignment of Mortgage in recordable form to transfer the
Mortgage
from MERS to the Trust Administrator or the Trustee, as applicable,
and to
execute and deliver such other notices, documents and other instruments
as may
be necessary or desirable to effect a transfer of such Mortgage Loan
or
servicing of such Mortgage Loan on the MERS® System to the successor Servicer.
The predecessor Servicer shall file or cause to be filed any such assignment
in
the appropriate recording office. The predecessor Servicer shall bear
any and
all fees of MERS, costs of preparing any assignments of Mortgage, and
fees and
costs of filing any assignments of Mortgage that may be required under
this
Section 7.02(b).
| SECTION 7.03 |
Notification
to Certificateholders.
|
(a) Upon
any
termination of a Servicer pursuant to Section 7.01 above or any appointment
of a
successor to a Servicer pursuant to Section 7.02 above, the Trust
Administrator shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.
(b) Not
later
than the later of 60 days after the occurrence of any event, which
constitutes
or which, with notice or lapse of time or both, would constitute a
Servicer
Event of Default or five days after a Responsible Officer of the Trust
Administrator becomes aware of the occurrence of such an event, the
Trust
Administrator shall transmit by mail to all Holders of Certificates
notice of
each such occurrence, unless such default or Servicer Event of Default
shall
have been cured or waived.
| SECTION 7.04 |
Waiver
of Servicer Events of Default.
|
Subject
to Section 11.09(d), the Holders representing at least 66% of the Voting
Rights
evidenced by all Classes of Certificates affected by any default or
Servicer
Event of Default hereunder may waive such default or Servicer Event
of Default;
provided, however, that a default or Servicer Event of Default under
clause (i)
or (vi) of Section 7.01 may be waived only by all of the Holders of
the Regular
Certificates. Upon any such waiver of a default or Servicer Event of
Default,
such default or Servicer Event of Default shall cease to exist and
shall be
deemed to have been remedied for every purpose hereunder. No such waiver
shall
extend to any subsequent or other default or Servicer Event of Default
or impair
any right consequent thereon except to the extent expressly so
waived.
ARTICLE
VIII
CONCERNING
THE TRUSTEE AND THE TRUST ADMINISTRATOR
| SECTION 8.01 |
Duties
of Trustee and Trust Administrator.
|
Each
of
the Trustee and the Trust Administrator, prior to the occurrence of
a Servicer
Event of Default and after the curing of all Servicer Events of Default
which
may have occurred, undertakes to perform such duties and only such
duties as are
specifically set forth in this Agreement. During a Servicer Event of
Default,
each of the Trustee and the Trust Administrator shall exercise such
of the
rights and powers vested in it by this Agreement, and use the same
degree of
care and skill in their exercise as a prudent person would exercise
or use under
the circumstances in the conduct of such person’s own affairs. Any permissive
right of the Trustee or the Trust Administrator enumerated in this
Agreement
shall not be construed as a duty.
Each
of
the Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to it, which are specifically required to be
furnished
pursuant to any provision of this Agreement, shall examine them to
determine
whether they conform to the requirements of this Agreement; provided,
however,
that neither the Trustee nor the Trust Administrator will be responsible
for the
accuracy or content of any such resolutions, certificates, statements,
opinions,
reports, documents or other instruments. If any such instrument is
found not to
conform to the requirements of this Agreement in a material manner,
it shall
take such action as it deems appropriate to have the instrument corrected,
and
if the instrument is not corrected to its satisfaction, it will provide
notice
thereof to the Certificateholders.
No
provision of this Agreement shall be construed to relieve the Trustee
or the
Trust Administrator from liability for its own negligent action, its
own
negligent failure to act or its own misconduct; provided, however,
that:
(i) Prior
to
the occurrence of a Servicer Event of Default, and after the curing
of all such
Servicer Events of Default which may have occurred, the duties and
obligations
of each of the Trustee and the Trust Administrator shall be determined
solely by
the express provisions of this Agreement, neither the Trustee nor the
Trust
Administrator shall be liable except for the performance of such duties
and
obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against
the Trustee
or the Trust Administrator and, in the absence of bad faith on the
part of the
Trustee or the Trust Administrator, as applicable, the Trustee or the
Trust
Administrator, as the case may be, may conclusively rely, as to the
truth of the
statements and the correctness of the opinions expressed therein, upon
any
certificates or opinions furnished to the Trustee or the Trust Administrator,
as
the case may be, that conform to the requirements of this
Agreement;
(ii) Neither
the Trustee nor the Trust Administrator shall be personally liable
for any error
of judgment made in good faith by a Responsible Officer or Responsible
Officers
of it unless it shall be proved that it was negligent in ascertaining
the
pertinent facts;
(iii) Neither
the Trustee nor the Trust Administrator shall be personally liable
with respect
to any action taken, suffered or omitted to be taken by it in good
faith in
accordance with the direction of the Holders of Certificates entitled
to at
least 25% of the Voting Rights relating to the time, method and place
of
conducting any proceeding for any remedy available to the it or exercising
any
trust or power conferred upon it, under this Agreement; and
(iv) Neither
the Trustee nor the Trust Administrator shall be required to take notice
or be
deemed to have notice or knowledge of any default unless a Responsible
Officer
of the Trustee or the Trust Administrator, as the case may be, shall
have
received written notice thereof or a Responsible Officer shall have
actual
knowledge thereof. In the absence of receipt of such notice or actual
knowledge,
the Trustee or Trust Administrator, as applicable, may conclusively
assume there
is no default.
Neither
the Trustee nor the Trust Administrator shall be required to expend
or risk its
own funds or otherwise incur financial liability in the performance
of any of
its duties hereunder, or in the exercise of any of its rights or powers,
in each
case not including expenses, disbursements and advances incurred or
made by the
Trustee or the Trust Administrator, as applicable, including the compensation
and the expenses and disbursements of its agents and counsel, in the
ordinary
course of the Trustee’s or the Trust Administrator’s, as the case may be,
performance in accordance with the provisions of this Agreement, if
there is
reasonable ground for believing that the repayment of such funds or
adequate
indemnity against such risk or liability is not reasonably assured
to it. With
respect to the Trustee and the Trust Administrator, none of the provisions
contained in this Agreement shall in any event require the Trustee
or the Trust
Administrator, as the case may be, to perform, or be responsible for
the manner
of performance of, any of the obligations of the Servicers under this
Agreement,
except during such time, if any, as the Trustee or the Trust Administrator,
as
applicable, shall be the successor to, and be vested with the rights,
duties,
powers and privileges of, the Servicers in accordance with the terms
of this
Agreement.
| SECTION 8.02 |
Certain
Matters Affecting the Trustee and the Trust
Administrator.
|
(a) Except
as
otherwise provided in Section 8.01:
(i) Each
of
the Trustee and the Trust Administrator and any director, officer,
employee or
agent of the Trustee or the Trust Administrator, as the case may be,
may request
and conclusively rely upon and shall be fully protected in acting or
refraining
from acting upon any resolution, Officers’ Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document
reasonably
believed by it to be genuine and to have been signed or presented by
the proper
party or parties;
(ii) Each
of
the Trustee and the Trust Administrator, as the case may be, may consult
with
counsel of its selection and any Opinion of Counsel shall be full and
complete
authorization and protection in respect of any action taken or suffered
or
omitted by it hereunder in good faith and in accordance with such Opinion
of
Counsel;
(iii) Neither
the Trustee nor the Trust Administrator shall be under any obligation
to
exercise any of the trusts or powers vested in it by this Agreement
or to
institute, conduct or defend any litigation hereunder or in relation
hereto at
the request, order or direction of any of the Certificateholders, pursuant
to
the provisions of this Agreement, unless such Certificateholders shall
have
offered to the Trustee or the Trust Administrator, as applicable, security
or
indemnity satisfactory to it against the costs, expenses and liabilities
which
may be incurred therein or thereby; the right of the Trustee or the
Trust
Administrator to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Trust
Administrator shall be answerable for other than its negligence or
willful
misconduct in the performance of any such act; nothing contained herein
shall,
however, relieve the Trust Administrator or the Trustee of the obligation,
upon
the occurrence of a Servicer Event of Default (which has not been cured
or
waived), to exercise such of the rights and powers vested in it by
this
Agreement, and to use the same degree of care and skill in their exercise
as a
prudent person would exercise or use under the circumstances in the
conduct of
such person’s own affairs;
(iv) Neither
the Trustee nor the Trust Administrator shall be personally liable
for any
action taken, suffered or omitted by it in good faith and believed
by it to be
authorized or within the discretion or rights or powers conferred upon
it by
this Agreement;
(v) Prior
to
the occurrence of a Servicer Event of Default hereunder, and after
the curing of
all Servicer Events of Default which may have occurred, neither the
Trustee nor
the Trust Administrator shall be bound to make any investigation into
the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper
or document, unless requested in writing to do so by the Holders of
Certificates
entitled to at least 25% of the Voting Rights; provided, however, that
if the
payment within a reasonable time to the Trustee or the Trust Administrator,
as
applicable, of the costs, expenses or liabilities likely to be incurred
by it in
the making of such investigation is, in the opinion of the Trustee
or the Trust
Administrator, as applicable, not reasonably assured to the Trustee
or the Trust
Administrator, as applicable, by such Certificateholders, the Trustee
or the
Trust Administrator, as applicable, may require indemnity satisfactory
to it
against such cost, expense, or liability from such Certificateholders
as a
condition to taking any such action;
(vi) Each
of
the Trustee and the Trust Administrator may execute any of the trusts
or powers
hereunder or perform any duties hereunder either directly or by or
through
agents or attorneys and neither the Trustee nor the Trust Administrator
shall be
responsible for any misconduct or negligence on the part of any agent
or
attorney appointed with due care;
(vii) Neither
the Trustee nor the Trust Administrator shall be personally liable
for any loss
resulting from the investment of funds held in the Collection Account
at the
direction of the related Servicer pursuant to Section 3.12; and
(viii) Any
request or direction of the Depositor, the Servicers or the Certificateholders
mentioned herein shall be sufficiently evidenced in writing.
(b) All
rights of action under this Agreement or under any of the Certificates,
enforceable by the Trustee or the Trust Administrator, may be enforced
by it
without the possession of any of the Certificates, or the production
thereof at
the trial or other proceeding relating thereto, and any such suit,
action or
proceeding instituted by the Trustee or the Trust Administrator shall
be brought
in its name for the benefit of all the Holders of such Certificates,
subject to
the provisions of this Agreement.
| SECTION 8.03 |
Neither
the Trustee nor Trust Administrator Liable for Certificates
or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than the signature
of
the Trust Administrator, on behalf of the Trustee, the authentication
of the
Trust Administrator on the Certificates, the acknowledgments of the
Trustee and
the Trust Administrator contained in Article II and the representations
and
warranties of the Trustee and the Trust Administrator in Section 8.12)
shall be
taken as the statements of the Depositor and neither the Trustee nor
the Trust
Administrator assumes any responsibility for their correctness. Neither
the
Trustee nor the Trust Administrator makes any representations or warranties
as
to the validity or sufficiency of this Agreement (other than as specifically
set
forth in Section 8.12) or of the Certificates (other than the signature
of the
Trust Administrator and authentication of the Trust Administrator on
the
Certificates) or of any Mortgage Loan or related document or of MERS
or the MERS
System. Neither the Trustee nor the Trust Administrator shall be accountable
for
the use or application by the Depositor of any of the Certificates
or of the
proceeds of such Certificates, or for the use or application of any
funds paid
to the Depositor or the Servicers in respect of the Mortgage Loans
or deposited
in or withdrawn from the Collection Account by the related Servicer.
| SECTION 8.04 |
Trustee
and Trust Administrator May Own
Certificates.
|
Each
of
the Trustee and the Trust Administrator in its individual capacity
or any other
capacity may become the owner or pledgee of Certificates with the same
rights it
would have if it were not the Trustee or the Trust Administrator, as
applicable.
| SECTION 8.05 |
Trustee’s,
Trust Administrator’s and Custodians’ Fees and
Expenses.
|
(a) The
Trust
Administrator shall withdraw from the Distribution Account on each
Distribution
Date and pay to itself any income and gain realized from the investment
of funds
deposited in the Distribution Account. The Trustee’s fees will be paid by the
Trust Administrator pursuant to a separate agreement between the Trustee
and the
Trust Administrator, and such compensation will not be an expense of
the Trust.
Each of the Trustee, the Trust Administrator, a Custodian and any director,
officer, employee or agent of any of them, as applicable, shall be
indemnified
by the Trust Fund and held harmless against any loss, liability or
expense (not
including expenses, disbursements and advances incurred or made by
the Trustee,
the Trust Administrator or a Custodian, as applicable, including the
compensation and the expenses and disbursements of its agents and counsel,
in
the ordinary course of the Trustee’s, the Trust Administrator’s or a
Custodian’s, as the case may be, performance in accordance with the provisions
of this Agreement) incurred by the Trustee, the Trust Administrator
or a
Custodian, as applicable, in connection with any claim or legal action
or any
pending or threatened claim or legal action arising out of or in connection
with
the acceptance or administration of its obligations and duties under
this
Agreement (or, in the case of a Custodian, under the applicable Custodial
Agreement), other than any loss, liability or expense (i) resulting
from any
breach of any Servicer’s obligations in connection with this Agreement for which
the Servicers shall indemnify the Trustee and the Trust Administrator
pursuant
to Section 8.05(b) and Section 10.03 (and in the case of the Trustee,
resulting
from any breach of the Trust Administrator’s obligations in connection with this
Agreement for which the Trust Administrator shall indemnify the Trustee
pursuant
to Section 10.03(a) and in the case of the Trust Administrator, resulting
from
any breach of the Trustee’s obligations in connection with this Agreement for
which the Trustee shall indemnify the Trust Administrator pursuant
to Section
10.03(c)), (ii) that constitutes a specific liability of the Trustee
or the
Trust Administrator, as applicable, pursuant to Section 10.01(g) or
(iii) any
loss, liability or expense incurred by reason of willful misfeasance,
bad faith
or negligence in the performance of duties hereunder or by reason of
reckless
disregard of obligations and duties hereunder (or, in the case of a
Custodian,
under the applicable Custodial Agreement) or as a result of a breach
of the
Trustee’s or the Trust Administrator’s obligations under Article X hereof (or,
in the case of a Custodian, as a result of a breach of such Custodian’s
obligations under the related Custodial Agreement). Any amounts payable
to the
Trustee, the Trust Administrator, a Custodian, or any director, officer,
employee or agent of any of them in respect of the indemnification
provided by
this paragraph (a), or pursuant to any other right of reimbursement
from the
Trust Fund that the Trustee, the Trust Administrator, a Custodian or
any
director, officer, employee or agent of any of them may have hereunder
in its
capacity as such, may be withdrawn by the Trust Administrator for payment
to the
applicable indemnified Person from the Distribution Account at any
time.
(b) Each
Servicer agrees to indemnify the Trustee, the Trust Administrator and
any
Custodian from, and hold each harmless against, any loss, liability
or expense
resulting from a breach of the Servicer’s obligations and duties under this
Agreement. Such indemnity shall survive the termination or discharge
of this
Agreement and the resignation or removal of the Trustee, the Trust
Administrator
or such Custodian, as the case may be. Any payment hereunder made by
each
Servicer to the Trustee, the Trust Administrator or such Custodian
shall be from
the Servicer’s own funds, without reimbursement from the Trust Fund
therefor.
| SECTION 8.06 |
Eligibility
Requirements for Trustee and Trust
Administrator.
|
Each
of
the Trustee and the Trust Administrator hereunder shall at all times
be a
corporation or an association organized and doing business under the
laws of any
state or the United States of America, authorized under such laws to
exercise
corporate trust powers, having a combined capital and surplus of at
least
$50,000,000 and subject to supervision or examination by federal or
state
authority. In case at any time the Trustee or the Trust Administrator
shall
cease to be eligible in accordance with the provisions of this Section,
the
Trustee or the Trust Administrator, as the case may be, shall resign
immediately
in the manner and with the effect specified in Section 8.07.
| SECTION 8.07 |
Resignation
and Removal of the Trustee and the Trust
Administrator.
|
Either
of
the Trustee or the Trust Administrator may at any time resign and be
discharged
from the trust hereby created by giving written notice thereof to the
Depositor,
the Servicers and the Certificateholders and, if the Trustee is resigning,
to
the Trust Administrator, or, if the Trust Administrator is resigning,
to the
Trustee. Upon receiving such notice of resignation, the Depositor shall
promptly
appoint a successor trustee or trust administrator (which may be the
same Person
in the event both the Trustee and the Trust Administrator resign or
are removed)
by written instrument, in duplicate, which instrument shall be delivered
to the
resigning Trustee or Trust Administrator and to the successor trustee
or trust
administrator, as applicable. A copy of such instrument shall be delivered
to
the Certificateholders, the Trustee or Trust Administrator, as applicable,
and
the Servicers by the Depositor. If no successor trustee or trust administrator
shall have been so appointed and have accepted appointment within 30
days after
the giving of such notice of resignation, the resigning Trustee or
Trust
Administrator, as applicable, may petition any court of competent jurisdiction
for the appointment of a successor trustee or trust administrator,
as
applicable.
If
at any
time the Trustee or the Trust Administrator shall cease to be eligible
in
accordance with the provisions of Section 8.06 and shall fail to resign
after
written request therefor by the Depositor (or in the case of the Trust
Administrator, the Trustee), or if at any time the Trustee or the Trust
Administrator shall become incapable of acting, or shall be adjudged
bankrupt or
insolvent, or a receiver of the Trustee or the Trust Administrator
or of its
property shall be appointed, or any public officer shall take charge
or control
of the Trustee or the Trust Administrator or of its property or affairs
for the
purpose of rehabilitation, conservation or liquidation, then the Depositor
(or
in the case of the Trust Administrator, the Trustee) may remove the
Trustee or
the Trust Administrator, as applicable, and appoint a successor trustee
or trust
administrator (which may be the same Person in the event both the Trustee
and
the Trust Administrator resign or are removed) by written instrument,
in
duplicate, which instrument shall be delivered to the Trustee or Trust
Administrator so removed and to the successor trustee or trust administrator.
A
copy of such instrument shall be delivered to the Certificateholders,
the
Trustee or the Trust Administrator, as applicable, and the Servicers
by the
Depositor.
The
Holders of Certificates entitled to at least 51% of the Voting Rights
may at any
time remove the Trustee or the Trust Administrator and appoint a successor
trustee or trust administrator by written instrument or instruments,
in
triplicate, signed by such Holders or their attorneys-in-fact duly
authorized,
one complete set of which instruments shall be delivered to the Depositor,
one
complete set to the Trustee or the Trust Administrator, as the case
may be, so
removed and one complete set to the successor so appointed. A copy
of such
instrument shall be delivered to the Certificateholders and the Servicers
by the
Depositor.
If
no
successor Trust Administrator shall have been appointed and shall have
accepted
appointment within 60 days after the Trust Administrator ceases to
be the Trust
Administrator pursuant to this Section 8.07, then the Trustee shall
perform the
duties of the Trust Administrator pursuant to this Agreement. The Trustee
shall
notify the Rating Agencies of any change of Trust Administrator.
Any
resignation or removal of the Trustee or the Trust Administrator and
appointment
of a successor trustee or trust administrator, as the case may be,
pursuant to
any of the provisions of this Section shall not become effective until
acceptance of appointment by the successor trustee or trust administrator
as
provided in Section 8.08. Notwithstanding the foregoing, in the event
the Trust
Administrator advises the Trustee that it is unable to continue to
perform its
obligations pursuant to the terms of this Agreement prior to the appointment
of
a successor, the Trustee shall be obligated to perform such obligations
until a
new trust administrator is appointed. Such performance shall be without
prejudice to any claim by a party hereto or beneficiary hereof resulting
from
the Trust Administrator’s breach of its obligations hereunder. As compensation
therefor, the Trustee shall be entitled to all fees the Trust Administrator
would have been entitled to if it had continued to act hereunder.
| SECTION 8.08 |
Successor
Trustee or Trust Administrator.
|
Any
successor trustee or trust administrator appointed as provided in Section
8.07
shall execute, acknowledge and deliver to the Depositor, the Trustee
or the
Trust Administrator, as applicable, and to its predecessor trustee
or trust
administrator an instrument accepting such appointment hereunder, and
thereupon
the resignation or removal of the predecessor trustee or trust administrator
shall become effective and such successor trustee or trust administrator,
without any further act, deed or conveyance, shall become fully vested
with all
the rights, powers, duties and obligations of its predecessor hereunder,
with
the like effect as if originally named as trustee or trust administrator
herein.
The predecessor trustee or trust administrator shall deliver to the
successor
trustee or trust administrator all Mortgage Files and related documents
and
statements, as well as all moneys, held by it hereunder and the Depositor
and
the predecessor trustee or trust administrator shall execute and deliver
such
instruments and do such other things as may reasonably be required
for more
fully and certainly vesting and confirming in the successor trustee
or trust
administrator all such rights, powers, duties and obligations.
No
successor trustee or trust administrator shall accept appointment as
provided in
this Section unless at the time of such acceptance such successor trustee
or
trust administrator shall be eligible under the provisions of Section
8.06 and
the appointment of such successor trustee or trust administrator shall
not
result in a downgrading of any Class of Certificates by the Rating
Agencies, as
evidenced by a letter from the Rating Agencies.
Upon
acceptance of appointment by a successor trustee or trust administrator
as
provided in this Section, the Depositor shall mail notice of the succession
of
such trustee or trust administrator hereunder to all Holders of Certificates
at
their addresses as shown in the Certificate Register. If the Depositor
fails to
mail such notice within 10 days after acceptance of appointment by
the successor
trustee or trust administrator, the successor trustee or trust administrator
shall cause such notice to be mailed at the expense of the
Depositor.
| SECTION 8.09 |
Merger
or Consolidation of Trustee or Trust
Administrator.
|
Any
corporation or association into which either the Trustee or the Trust
Administrator may be merged or converted or with which it may be consolidated
or
any corporation or association resulting from any merger, conversion
or
consolidation to which the Trustee or the Trust Administrator, as the
case may
be, shall be a party, or any corporation or association succeeding
to the
business of the Trustee or the Trust Administrator, as applicable,
shall be the
successor of the Trustee or the Trust Administrator, as the case may
be,
hereunder, provided such corporation or association shall be eligible
under the
provisions of Section 8.06, without the execution or filing of any
paper or any
further act on the part of any of the parties hereto, anything herein
to the
contrary notwithstanding.
| SECTION 8.10 |
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting
any legal
requirements of any jurisdiction in which any part of REMIC I or property
securing the same may at the time be located, the Servicers and the
Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee
to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee
or
separate trustees, of all or any part of REMIC I, and to vest in such
Person or
Persons, in such capacity, such title to REMIC I, or any part thereof,
and,
subject to the other provisions of this Section 8.10, such powers,
duties,
obligations, rights and trusts as the Servicers and the Trustee may
consider
necessary or desirable. If such Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request to
do so, or in
case a Servicer Event of Default shall have occurred and be continuing,
the
Trustee alone shall have the power to make such appointment. No co-trustee
or
separate trustee hereunder shall be required to meet the terms of eligibility
as
a successor trustee under Section 8.06 hereunder and no notice to Holders
of
Certificates of the appointment of co-trustee(s) or separate trustee(s)
shall be
required under Section 8.08 hereof.
In
the
case of any appointment of a co-trustee or separate trustee pursuant
to this
Section 8.10 all rights, powers, duties and obligations conferred or
imposed
upon the Trustee shall be conferred or imposed upon and exercised or
performed
by the Trustee and such separate trustee or co-trustee jointly, except
to the
extent that under any law of any jurisdiction in which any particular
act or
acts are to be performed by the Trustee (whether as Trustee hereunder
or as
successor to the Servicers hereunder), the Trustee shall be incompetent
or
unqualified to perform such act or acts, in which event such rights,
powers,
duties and obligations (including the holding of title to REMIC I or
any portion
thereof in any such jurisdiction) shall be exercised and performed
by such
separate trustee or co-trustee at the direction of the Trustee.
Any
notice, request or other writing given to the Trustee shall be deemed
to have
been given to each of the then separate trustees and co-trustees, as
effectively
as if given to each of them. Every instrument appointing any separate
trustee or
co-trustee shall refer to this Agreement and the conditions of this
Article
VIII. Each separate trustee and co-trustee, upon its acceptance of
the trust
conferred, shall be vested with the estates or property specified in
its
instrument of appointment, either jointly with the Trustee or separately,
as may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to
the conduct
of, affecting the liability of, or affording protection to, the Trustee.
Every
such instrument shall be filed with the Trustee.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee,
its
agent or attorney-in-fact, with full power and authority, to the extent
not
prohibited by law, to do any lawful act under or in respect of this
Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall
die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised
by the
Trustee, to the extent permitted by law, without the appointment of
a new or
successor trustee.
| SECTION 8.11 |
[Reserved].
|
| SECTION 8.12 |
Appointment
of Office or Agency.
|
The
Trust
Administrator will appoint an office or agency in the City of New York
where the
Certificates may be surrendered for registration of transfer or exchange,
and
presented for final distribution, and where notices and demands to
or upon the
Trust Administrator in respect of the Certificates and this Agreement
may be
served.
| SECTION 8.13 |
Representations
and Warranties.
|
Each
of
the Trustee and the Trust Administrator hereby represents and warrants
to the
Servicers, the Depositor and the Trustee and the Trust Administrator,
as
applicable, as of the Closing Date, that:
(i) It
is a
national banking association duly organized, validly existing and in
good
standing under the laws of the United States of America.
(ii) The
execution and delivery of this Agreement by it, and the performance
and
compliance with the terms of this Agreement by it, will not violate
its articles
of association or bylaws or constitute a default (or an event which,
with notice
or lapse of time, or both, would constitute a default) under, or result
in the
breach of, any material agreement or other instrument to which it is
a party or
which is applicable to it or any of its assets.
(iii) It
has
the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution,
delivery and
performance of this Agreement, and has duly executed and delivered
this
Agreement.
(iv) This
Agreement, assuming due authorization, execution and delivery by the
other
parties hereto, constitutes a valid, legal and binding obligation of
it,
enforceable against it in accordance with the terms hereof, subject
to (A)
applicable bankruptcy, insolvency, receivership, reorganization, moratorium
and
other laws affecting the enforcement of creditors’ rights generally, and (B)
general principles of equity, regardless of whether such enforcement
is
considered in a proceeding in equity or at law.
(v) It
is not
in violation of, and its execution and delivery of this Agreement and
its
performance and compliance with the terms of this Agreement will not
constitute
a violation of, any law, any order or decree of any court or arbiter,
or any
order, regulation or demand of any federal, state or local governmental
or
regulatory authority, which violation, in its good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the
it to perform its obligations under this Agreement or the financial
condition of
it.
(vi) No
litigation is pending or, to the best of its knowledge, threatened
against it
which would prohibit it from entering into this Agreement or, in its
good faith
reasonable judgment, is likely to materially and adversely affect either
the
ability of it to perform its obligations under this Agreement or the
financial
condition of it.
| SECTION 8.14 |
[Reserved].
|
| SECTION 8.15 |
No
Trustee or Trust Administrator Liability for Actions or Inactions
of
Custodians.
|
Notwithstanding
anything to the contrary herein, in no event shall the Trustee or the
Trust
Administrator be liable to any party hereto or to any third party for
the
performance of any custody-related functions with respect to which
the
applicable Custodian shall fail to take action on behalf of the Trustee
or Trust
Administrator, as the case may be, or, with respect to which the performance
of
custody-related functions pursuant to the terms of the custodial agreement
with
the applicable Custodian shall fail to satisfy all the related requirements
under this Agreement.
ARTICLE
IX
TERMINATION
| SECTION 9.01 |
Termination
Upon Repurchase or Liquidation of the Mortgage
Loans.
|
(a) Subject
to Section 9.02, the respective obligations and responsibilities under
this
Agreement of the Depositor, the Servicers, the Trustee and the Trust
Administrator with respect to the Mortgage Loans (other than the obligations
of
the Servicers to the Trustee and the Trust Administrator pursuant to
Section
8.05 and of the Servicers to provide for and the Trust Administrator
to make
payments in respect of the REMIC I Regular Interests and the Classes
of
Certificates as hereinafter set forth) shall terminate upon payment
to the
Certificateholders and the deposit of all amounts held by or on behalf
of the
Trustee or the Trust Administrator and required hereunder to be so
paid or
deposited on the Distribution Date coinciding with or following the
earlier to
occur of (i) the purchase by the Terminator (on a servicing retained
basis) of
all Mortgage Loans and each related REO Property remaining in REMIC
I and (ii)
the final payment or other liquidation (or any advance with respect
thereto) of
the last Mortgage Loan or related REO Property remaining in REMIC I;
provided,
however, that in no event shall the trust created hereby continue beyond
the
earlier of (a) the expiration of 21 years from the death of the last
survivor of
the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States
to the Court of St. Xxxxx, living on the date hereof and (b) the Latest
Possible
Maturity Date (as defined in the Preliminary Statement).
Subject
to Section 3.10 hereof, the purchase by the Terminator of all Mortgage
Loans and
each REO Property remaining in REMIC I shall be at a price equal to
the greater
of (i) the Stated Principal Balance of the Mortgage Loans and the appraised
value of any REO Properties (such appraisal to be conducted by an appraiser
mutually agreed upon by the Servicers and the Trust Administrator)
and (ii) the
fair market value of the Mortgage Loans and the REO Properties (as
determined by
the Servicers, with the consent of the Trust Administrator as of the
close of
business on the third Business Day next preceding the date upon which
notice of
any such termination is furnished to the related Certificateholders
pursuant to
Section 9.01(c)), in each case plus accrued and unpaid interest thereon
at the
weighted average of the Mortgage Rates through the end of the Due Period
preceding the final Distribution Date plus unreimbursed Servicing Advances
allocable to such Mortgage Loans and REO Properties (the “Termination
Price”);
provided, however, such option may only be exercised if the Termination
Price is
sufficient to result in the payment of all interest accrued on, as
well as
amounts necessary to retire the principal balance of, each class of
notes issued
pursuant to the Indenture.
(b) Ameriquest,
Xxxxx Fargo and JPMorgan, in that order, shall have the right (the
party
exercising such right, the “Terminator”),
to
purchase all of the Mortgage Loans and each REO Property remaining
in REMIC I
pursuant to clause (i) of the preceding paragraph no later than the
Determination Date in the month immediately preceding the Distribution
Date on
which the Certificates will be retired; provided, however, that the
Terminator
may elect to purchase all of the Mortgage Loans and each REO Property
remaining
in REMIC I pursuant to clause (i) above only if the aggregate Stated
Principal
Balance of the Mortgage Loans and each REO Property remaining in the
Trust Fund
at the time of such election is reduced to less than 10% of the aggregate
Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date. By
acceptance of
a Residual Certificate, the Holders of the Residual Certificates agree,
in
connection with any termination hereunder, to assign and transfer any
amounts in
excess of par, and to the extent received in respect of such termination,
to pay
any such amounts to the Holders of the Class CE Certificates.
(c) Notice
of
the liquidation of any Certificates shall be given promptly by the
Trust
Administrator by letter to the related Certificateholders mailed (a)
in the
event such notice is given in connection with the purchase of the Mortgage
Loans
and each related REO Property remaining in REMIC I by the Terminator,
not
earlier than the 15th day and not later than the 25th day of the month
next
preceding the month of the final distribution on the related Certificates
or (b)
otherwise during the month of such final distribution on or before
the
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which REMIC I will terminate and final payment of the Certificates
and
will be made upon presentation and surrender of the Certificates at
the office
of the Trust Administrator therein designated, (ii) the amount of any
such final
payment, (iii) that no interest shall accrue in respect of the Certificates
from
and after the Interest Accrual Period relating to the final Distribution
Date
therefor and (iv) that the Record Date otherwise applicable to such
Distribution
Date is not applicable, payments being made only upon presentation
and surrender
of the Certificates at the office of the Trust Administrator. In the
event such
notice is given in connection with the purchase of all of the Mortgage
Loans and
each REO Property remaining in REMIC I by the Terminator, the Terminator
shall
deliver to the Trust Administrator for deposit in the Distribution
Account not
later than the last Business Day of the month next preceding the month
in which
such distribution will be made an amount in immediately available funds
equal to
the Termination Price. Upon certification to the Trust Administrator
by a
Servicing Officer of the making of such final deposit, the Trust Administrator
shall promptly release or cause to be released to the related Terminator
the
Mortgage Files for the remaining Mortgage Loans and the Trust Administrator
shall execute all assignments, endorsements and other instruments delivered
to
it which are necessary to effectuate such transfer.
(d) Upon
receipt of notice by the Trust Administrator of the presentation of
the
Certificates by the Certificateholders on the related final Distribution
Date to
the Trust Administrator, the Trust Administrator shall distribute to
each
Certificateholder so presenting and surrendering its Certificates the
amount
otherwise distributable on such Distribution Date in accordance with
Section
4.01 in respect of the Certificates so presented and surrendered. Any
funds not
distributed to any Holder or Holders of Certificates being retired
on such
Distribution Date because of the failure of such Holder or Holders
to tender
their Certificates shall, on such date, be set aside and held in trust
by the
Trust Administrator and credited to the account of the appropriate
non-tendering
Holder or Holders. If any Certificates as to which notice has been
given
pursuant to this Section 9.01 shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Trust
Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation
in order to
receive the final distribution with respect thereto. If within one
year after
the second notice all such Certificates shall not have been surrendered
for
cancellation, the Trust Administrator shall, directly or through an
agent, mail
a final notice to remaining related non-tendering Certificateholders
concerning
surrender of their Certificates. The costs and expenses of maintaining
the funds
in trust and of contacting such Certificateholders shall be paid out
of the
assets remaining in the trust funds. If within one year after the final
notice
any such Certificates shall not have been surrendered for cancellation,
the
Trust Administrator shall pay to Citigroup Global Markets Inc. all
such amounts,
and all rights of non-tendering Certificateholders in or to such amounts
shall
thereupon cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Trust Administrator as a result
of such
Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Immediately
following the deposit of funds in trust hereunder in respect of each
of the
Certificates the Trust Fund shall terminate.
| SECTION 9.02 |
Additional
Termination Requirements.
|
(a) In
the
event that the Terminator purchases all the Mortgage Loans and each
REO
Property, REMIC I shall be terminated, in each case in accordance with
the
following additional requirements (or in connection with the final
payment on or
other liquidation of the last Mortgage Loan or REO Property remaining
in REMIC
I, the additional requirement specified in clause (i) below):
(i) The
Trust
Administrator shall specify the first day in the 90-day liquidation
period in a
statement attached to REMIC I’s final Tax Return pursuant to Treasury regulation
Section 1.860F-1, and such termination shall satisfy all requirements
of a
qualified liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel obtained at the expense
of the
Servicers;
(ii) During
such 90-day liquidation period, and at or prior to the time of making
of the
final payment on the Certificates, the Trust Administrator shall sell
all of the
assets of REMIC I to the Terminator for cash; and
(iii) At
the
time of the making of the final payment on the related Certificates,
the Trust
Administrator shall distribute or credit, or cause to be distributed
or
credited, to the Holders of the Class R Certificates all cash on hand
in REMIC I
(other than cash retained to meet claims), and REMIC I shall terminate
at that
time.
(b) At
the
expense of the Terminator (or in the event of termination under Section
9.01(a)(ii), at the expense of the Servicers), the Trust Administrator
shall
prepare or cause to be prepared the documentation required in connection
with
the adoption of a plan of liquidation of REMIC I pursuant to this Section
9.02.
(c) By
their
acceptance of Certificates, the Holders thereof hereby agree to authorize
the
Trust Administrator to specify the 90-day liquidation period for REMIC
I which
authorization shall be binding upon all successor
Certificateholders.
ARTICLE
X
REMIC
PROVISIONS
| SECTION 10.01 |
REMIC
Administration.
|
(a) The
Trust
Administrator shall elect to treat each REMIC created hereunder as
a REMIC under
the Code and, if necessary, under applicable state law. Such election
will be
made by the Trust Administrator on behalf of the Trustee on Form 1066
or other
appropriate federal tax or information return or any appropriate state
return
for the taxable year ending on the last day of the calendar year in
which the
Certificates are issued. For the purposes of the REMIC election in
respect of
REMIC I, the REMIC I Regular Interests shall be designated as the Regular
Interests in REMIC I and the Class R-I Interest shall be designated
as the
Residual Interest in REMIC I. The Floating Rate Certificates, the Class
CE
Interest and the Class P Interest shall be designated as the Regular
Interests
in REMIC II and the Class R-II Interest shall be designated as the
Residual
Interest in REMIC II. The Class CE Certificates shall be designated
as the
Regular Interests in REMIC III and the Class R-III Interest shall be
designated
as the Residual Interest in REMIC III. The Class P Certificates shall
be
designated as the Regular Interests in REMIC IV and the Class R-IV
Interest
shall be designated as the Residual Interest in REMIC IV. Neither the
Trustee
nor the Trust Administrator shall permit the creation of any “interests” in any
Trust REMIC (within the meaning of Section 860G of the Code) other
than the
REMIC Regular Interests and the interests represented by the
Certificates.
(b) The
Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
created hereunder within the meaning of Section 860G(a)(9) of the
Code.
(c) The
Trust
Administrator shall pay any and all expenses relating to any tax audit
of the
Trust Fund (including, but not limited to, any professional fees or
any
administrative or judicial proceedings with respect to any Trust REMIC
that
involve the Internal Revenue Service or state tax authorities), and
shall be
entitled to reimbursement from the Trust therefor to the extent permitted
under
Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax
matters person, shall (i) act on behalf of the Trust Fund in relation
to any tax
matter or controversy involving any Trust REMIC and (ii) represent
the Trust
Fund in any administrative or judicial proceeding relating to an examination
or
audit by any governmental taxing authority with respect thereto. The
holder of
the largest Percentage Interest of the Residual Certificates shall
be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the
tax
matters person of the related REMIC created hereunder. By its acceptance
thereof, the holder of the largest Percentage Interest of the Residual
Certificates hereby agrees to irrevocably appoint the Trust Administrator
or an
Affiliate as its agent to perform all of the duties of the tax matters
person
for the Trust Fund.
(d) The
Trust
Administrator shall prepare and the Trustee at the direction of the
Trust
Administrator shall sign and the Trust Administrator shall file all of the Tax
Returns in respect of the REMIC created hereunder. The expenses of
preparing and
filing such returns shall be borne by the Trust Administrator without
any right
of reimbursement therefor. Each Servicer shall provide on a timely
basis to the
Trust Administrator or its designee such information with respect to
the assets
of the Trust Fund as is in its possession and reasonably required by
the Trust
Administrator to enable it to perform its obligations under this
Article.
(e) The
Trust
Administrator shall perform on behalf of any Trust REMIC all reporting
and other
tax compliance duties that are the responsibility of the REMIC under
the Code,
the REMIC Provisions or other compliance guidance issued by the Internal
Revenue
Service or any state or local taxing authority including the filing
of Form 8811
with the Internal Revenue Service within 30 days following the Closing
Date.
Among its other duties, as required by the Code, the REMIC Provisions
or other
such compliance guidance, the Trust Administrator shall provide (i)
to any
Transferor of a Residual Certificate such information as is necessary
for the
application of any tax relating to the transfer of a Residual Certificate
to any
Person who is not a Permitted Transferee, (ii) to the Certificateholders
such
information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and
market
discount or premium (using the Prepayment Assumption as required) and
(iii) to
the Internal Revenue Service the name, title, address and telephone
number of
the person who will serve as the representative of any Trust REMIC.
Each
Servicer shall provide on a timely basis to the Trust Administrator
such
information with respect to the assets of the Trust Fund, including,
without
limitation, the Mortgage Loans, as is in its possession and reasonably
required
by the Trust Administrator to enable it to perform its obligations
under this
subsection. In addition, the Depositor shall provide or cause to be
provided to
the Trust Administrator, within ten (10) days after the Closing Date,
all
information or data that the Trust Administrator reasonably determines
to be
relevant for tax purposes as to the valuations and issue prices of
the
Certificates, including, without limitation, the price, yield, Prepayment
Assumption and projected cash flow of the Certificates.
(f) The
Trustee, the Trust Administrator, the Servicers and the Holders of
Certificates
shall take such action or cause the Trust REMIC to take such action
as shall be
necessary to create or maintain the status thereof as a REMIC under
the REMIC
Provisions. The Trustee, the Trust Administrator and the Servicers
shall not
take any action or cause the Trust Fund to take any action or fail
to take (or
fail to cause to be taken) any action that, under the REMIC Provisions,
if taken
or not taken, as the case may be, could (i) endanger the status of
each Trust
REMIC as a REMIC or (ii) result in the imposition of a tax upon the
Trust Fund
(including but not limited to the tax on prohibited transactions as
defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
set forth
in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
unless the Trustee has received an Opinion of Counsel, addressed to
the Trustee
and the Trust Administrator (at the expense of the party seeking to
take such
action but in no event at the expense of the Trustee or the Trust Administrator)
to the effect that the contemplated action will not, with respect to
any Trust
REMIC, endanger such status or result in the imposition of such a tax,
nor shall
any Servicer take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee or the Trust Administrator has advised
it in
writing that it has received an Opinion of Counsel to the effect that
an Adverse
REMIC Event could occur with respect to such action; provided that
a Servicer
may conclusively rely on such Opinion of Counsel and shall incur no
liability
for its action or failure to act in accordance with such Opinion of
Counsel. In
addition, prior to taking any action with respect to any Trust REMIC
or the
respective assets of each, or causing any Trust REMIC to take any action,
which
is not contemplated under the terms of this Agreement, a Servicer 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 such 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; provided that such Servicer may conclusively rely on such writing
and
shall incur no liability for its action or failure to act in accordance
with
such writing. The Trust Administrator 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 Trustee, the Trust Administrator
and
the Servicers will ensure that substantially all of the assets of REMIC
I will
consist of “qualified mortgages” as defined in Section 860G(a)(3) of the Code
and “permitted investments” as defined in Section 860G(a)(5) of the Code, to the
extent such obligations are within the Trustee’s, Trust Administrator’s or
Servicer’s, as applicable, control and not otherwise inconsistent with the terms
of this Agreement.
(g) In
the
event that any tax is imposed on “prohibited transactions” of the REMIC created
hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on
any contributions to the REMIC after the Startup Day therefor pursuant
to
Section 860G(d) of the Code, or any other tax is imposed by the Code
or any
applicable provisions of state or local tax laws, such tax shall be
charged (i)
to the Trust Administrator pursuant to Section 10.03 hereof, if such
tax arises
out of or results from a breach by the Trust Administrator of any of
its
obligations under this Article X, (ii) to the Trustee pursuant to Section
10.03
hereof, if such tax arises out of or results from a breach by the Trustee
of any
of its obligations under this Article X, (iii) to the related Servicer
pursuant
to Section 10.03 hereof, if such tax arises out of or results from
a breach by
the related Servicer of any of its obligations under Article III or
this Article
X, or otherwise (iv) against amounts on deposit in the Distribution
Account and
shall be paid by withdrawal therefrom.
(h) [Reserved].
(i) The
Trust
Administrator shall, for federal income tax purposes, maintain books
and records
with respect to any Trust REMIC on a calendar year and on an accrual
basis.
(j) Following
the Startup Day, the Servicers, the Trustee and the Trust Administrator
shall
not accept any contributions of assets to any Trust REMIC other than
in
connection with any Qualified Substitute Mortgage Loan delivered in
accordance
with Section 2.03 unless it shall have received an Opinion of Counsel
to the
effect that the inclusion of such assets in the Trust Fund will not
cause the
REMIC to fail to qualify as a REMIC at any time that any Certificates
are
outstanding or subject the REMIC to any tax under the REMIC Provisions
or other
applicable provisions of federal, state and local law or
ordinances.
(k) None
of
the Trustee, the Trust Administrator or the Servicers shall enter into
any
arrangement by which any Trust REMIC will receive a fee or other compensation
for services nor permit either such REMIC to receive any income from
assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
Code.
| SECTION 10.02 |
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Servicers, the Trust Administrator or the Trustee
shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the foreclosure of a Mortgage Loan, including but not limited
to, the
acquisition or sale of a Mortgaged Property acquired by deed in lieu
of
foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the termination
of
any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution
pursuant to Article II of this Agreement or (v) a purchase of Mortgage
Loans
pursuant to Article II or III of this Agreement), nor acquire any assets
for any
Trust REMIC (other than REO Property acquired in respect of a defaulted
Mortgage
Loan), nor sell or dispose of any investments in the Collection Account
or the
Distribution Account for gain, nor accept any contributions to any
Trust REMIC
after the Closing Date (other than a Qualified Substitute Mortgage
Loan
delivered in accordance with Section 2.03), unless it has received
an Opinion of
Counsel, addressed to the Trustee and the Trust Administrator (at the
expense of
the party seeking to cause such sale, disposition, substitution, acquisition
or
contribution but in no event at the expense of the Trustee or the Trust
Administrator) that such sale, disposition, substitution, acquisition
or
contribution will not (a) affect adversely the status of any Trust
REMIC as a
REMIC or (b) cause any Trust REMIC to be subject to a tax on “prohibited
transactions” or “contributions” pursuant to the REMIC Provisions.
| SECTION 10.03 |
Servicer,
Trustee and Trust Administrator
Indemnification.
|
(a) The
Trust
Administrator agrees to indemnify the Trust Fund, the Depositor, the
Servicers
and the Trustee for any taxes and costs including, without limitation,
any
reasonable attorneys fees imposed on or incurred by the Trust Fund,
the
Depositor, the Servicers or the Trustee as a result of a breach of
the Trust
Administrator’s covenants set forth in this Article X.
(b) Each
Servicer agrees to indemnify the Trust Fund, the Depositor, the Trust
Administrator and the Trustee for any taxes and costs including, without
limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
Fund, the Depositor, the Trust Administrator or the Trustee, as a result
of a
breach of the Servicer’s covenants set forth in Article III (other than Section
3.20 or Section 3.21) or this Article X.
(c) The
Trustee agrees to indemnify the Trust Fund, the Depositor, the Trust
Administrator and the Servicers for any taxes and costs including,
without
limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
Fund, the Depositor, the Trust Administrator or the Servicer, as a
result of a
breach of the Trustee’s covenants set forth in this Article X.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
| SECTION 11.01 |
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the Servicers,
the
Trustee and the Trust Administrator without the consent of any of the
Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct,
modify
or supplement any provisions herein (including to give effect to the
expectations of Certificateholders) or (iii) to make any other provisions
with
respect to matters or questions arising under this Agreement which
shall not be
inconsistent with the provisions of this Agreement, provided that such
action
shall not, as evidenced by either (a) an Opinion of Counsel delivered
to the
Trustee and the Trust Administrator, adversely affect in any material
respect
the interests of any Certificateholder or (b) written notice to the
Depositor,
the Servicers, the Trustee and the Trust Administrator from the Rating
Agencies
that such action will not result in the reduction or withdrawal of
the rating of
any outstanding Class of Certificates with respect to which it is a
Rating
Agency). No amendment shall be deemed to adversely affect in any material
respect the interests of any Certificateholder who shall have consented
thereto,
and no Opinion of Counsel or Rating Agency confirmation shall be required
to
address the effect of any such amendment on any such consenting
Certificateholder.
This
Agreement may also be amended from time to time by the Depositor, the
Servicers,
the Trustee and the Trust Administrator with the consent of the Holders
of
Certificates entitled to at least 66% of the Voting Rights for the
purpose of
adding any provisions to or changing in any manner or eliminating any
of the
provisions of this Agreement or of modifying in any manner the rights
of the Cap
Provider or 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 Cap Provider
or
Holders of any Class of Certificates (as evidenced by either (i) an
Opinion of
Counsel delivered to the Trustee and Trust Administrator or (ii) written
notice
to the Depositor, the Servicers, the Trustee and the Trust Administrator
from
the Rating Agencies that such action will not result in the reduction
or
withdrawal of the rating of any outstanding Class of Certificates with
respect
to which it is a Rating Agency) in a manner, other than as described
in (i),
without the consent of the Holders of Certificates of such Class evidencing
at
least 66% of the Voting Rights allocated to such Class, or (iii) modify
the
consents required by the immediately preceding clauses (i) and (ii)
without the
consent of the Holders of all Certificates then outstanding. Notwithstanding
any
other provision of this Agreement, for purposes of the giving or withholding
of
consents pursuant to this Section 11.01, Certificates registered in
the name of
the Depositor or the Servicers or any Affiliate thereof shall be entitled
to
Voting Rights with respect to matters affecting such Certificates.
Notwithstanding
any contrary provision of this Agreement, neither the Trustee nor the
Trust
Administrator shall consent to any amendment to this Agreement unless
it shall
have first received an Opinion of Counsel to the effect that such amendment
will
not result in the imposition of any tax on any Trust REMIC pursuant
to the REMIC
Provisions or cause any Trust REMIC to fail to qualify as a REMIC at
any time
that any Certificates are outstanding.
Prior
to
executing any amendment pursuant to this Section, the Trustee and the
Trust
Administrator shall be entitled to receive an Opinion of Counsel (provided
by
the Person requesting such amendment) to the effect that such amendment
is
authorized or permitted by this Agreement.
Notwithstanding
any of the other provisions of this Section 11.01, none of the Depositor,
the
Servicers or the Trustee shall enter into any amendment to Section
4.01(e),
Section 4.08 or Section 11.10 of this Agreement without the prior written
consent of the Cap Provider.
Promptly
after the execution of any such amendment the Trust Administrator shall
furnish
a copy of such amendment to each Certificateholder.
It
shall
not be necessary for the consent of Certificateholders under this Section
11.01
to approve the particular form of any proposed amendment, but it shall
be
sufficient if such consent shall approve the substance thereof. The
manner of
obtaining such consents and of evidencing the authorization of the
execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trust Administrator may prescribe.
The
cost
of any Opinion of Counsel to be delivered pursuant to this Section
11.01 shall
be borne by the Person seeking the related amendment, but in no event
shall such
Opinion of Counsel be an expense of the Trustee or the Trust
Administrator.
Notwithstanding
the foregoing, each of the Trustee and Trust Administrator may, but
shall not be
obligated to enter into any amendment pursuant to this Section that
affects its
rights, duties and immunities under this Agreement or otherwise.
| SECTION 11.02 |
Recordation
of Agreement; Counterparts.
|
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the
counties or
other comparable jurisdictions in which any or all of the properties
subject to
the Mortgages are situated, and in any other appropriate public recording
office
or elsewhere, such recordation to be effected by the Servicers at the
expense of
the Certificateholders, but only upon direction of Certificateholders
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the
Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein
provided and
for other purposes, this Agreement may be executed simultaneously in
any number
of counterparts, each of which counterparts shall be deemed to be an
original,
and such counterparts shall constitute but one and the same
instrument.
| SECTION 11.03 |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not operate to terminate
this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action
or
proceeding in any court for a partition or winding up of the Trust
Fund, nor
otherwise affect the rights, obligations and liabilities of the parties
hereto
or any of them.
No
Certificateholder shall have any right to vote (except as expressly
provided for
herein) or in any manner otherwise control the operation and management
of the
Trust Fund, or the obligations of the parties hereto, nor shall anything
herein
set forth, or contained in the terms of any of the Certificates, be
construed so
as to constitute the Certificateholders from time to time as partners
or members
of an association; nor shall any Certificateholder be under any liability
to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No
Certificateholder shall have any right by virtue of any provision of
this
Agreement to institute any suit, action or proceeding in equity or
at law upon
or under or with respect to this Agreement, unless (i) such Holder
previously
shall have given to the Trustee and Trust Administrator a written notice
of
default and of the continuance thereof, as hereinbefore provided, and
(ii) the
Holders of Certificates entitled to at least 25% of the Voting Rights
shall have
made written request upon the Trustee and the Trust Administrator to
institute
such action, suit or proceeding in its own name as Trustee or Trust
Administrator hereunder and shall have offered to the Trustee or the
Trust
Administrator, as applicable, such indemnity satisfactory to it against
the
costs, expenses and liabilities to be incurred therein or thereby,
and the
Trustee or the Trust Administrator, for 15 days after its receipt of
such
notice, request and offer of indemnity, shall have neglected or refused
to
institute any such action, suit or proceeding. It is understood and
intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder, the Trustee and the Trust Administrator, that no
one or more
Holders of Certificates shall have any right in any manner whatsoever
by virtue
of any provision of this Agreement to affect, disturb or prejudice
the rights of
the Holders of any other of such Certificates, or to obtain or seek
to obtain
priority over or preference to any other such Holder, or to enforce
any right
under this Agreement, except in the manner herein provided and for
the equal,
ratable and common benefit of all Certificateholders. For the protection
and
enforcement of the provisions of this Section, each and every Certificateholder,
the Trustee and the Trust Administrator shall be entitled to such relief
as can
be given either at law or in equity.
| SECTION 11.04 |
Governing
Law.
|
This
Agreement shall be construed in accordance with the laws of the State
of New
York and the obligations, rights and remedies of the parties hereunder
shall be
determined in accordance with such laws.
| SECTION 11.05 |
Notices.
|
All
directions, demands and notices hereunder shall be sent (i) via facsimile
(with
confirmation of receipt) or (ii) in writing and shall be deemed to
have been
duly given when received if personally delivered at or mailed by first
class
mail, postage prepaid, or by express delivery service or delivered
in any other
manner specified herein, to (a) in the case of the Depositor, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group
(telecopy
number (000) 000-0000), or such other address or telecopy number as
may
hereafter be furnished to the Servicers, the Trust Administrator and
the Trustee
in writing by the Depositor,
(b) in
the case of Ameriquest, 0000 Xxxx & Xxxxxxx Xxxx, 00xx
Xxxxx,
Xxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel (telecopy number:
(000)
000-0000), or such other address or telecopy number as may hereafter
be
furnished to the Trustee, the Trust Administrator and the Depositor
in writing
by Ameriquest, (c) in the case of Xxxxx Fargo, 0 Xxxx Xxxxxx, Xxx Xxxxxx,
XX
00000-0000, Attention: Xxxx X. Xxxxx, MAC X 2302-033, (telecopy number:
(000)
000-0000), with a copy to General Counsel, 0 Xxxx Xxxxxx, Xxx Xxxxxx,
XX
00000-0000, MAC X 2401-06T, (telecopy number: (000) 000-0000), or such
other
address or telecopy number as may hereafter be furnished to the Trustee,
the
Trust Administrator and the Depositor in writing by Xxxxx Fargo, (d)
in the case
of
JPMorgan, XX Xxxxxx Chase, National Association, 00000 Xxxxxx Xxxxxxxx
Xxxx, Xxx
Xxxxx, Xxxxxxxxxx 00000, Attn: Xxxxx Dunks, and a copy to 000 Xxxx
Xxxxxx Xxxxx,
Xxxxxx, XX 00000, Attn: General Counsel or such other address or telecopy
number
as may hereafter be furnished to the Trustee, the Trust Administrator
and the
Depositor in writing by JPMorgan, (e) in the case of the Trust Administrator,
Citibank, N.A., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000,
Attention: Mortgage Finance (telecopy number (000) 000-0000), or such
other
address or telecopy number as may hereafter be furnished to the Trustee,
the
Servicers and the Depositor in writing by the Trust Administrator and
(f) in the
case of the Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx,
0xx
Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Structured Finance/CMLTI
2006-HE2
(telecopy number (000) 000-0000), or such other address or telecopy
number as
may hereafter be furnished to the Servicers, the Trust Administrator
and the
Depositor in writing by the Trustee. Any notice required or permitted
to be
given to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate
Register. Any
notice so mailed within the time prescribed in this Agreement shall
be
conclusively presumed to have been duly given when mailed, whether
or not the
Certificateholder receives such notice. A copy of any notice required
to be
telecopied hereunder also shall be mailed to the appropriate party
in the manner
set forth above.
| SECTION 11.06 |
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this
Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the
remaining
covenants, agreements, provisions or terms of this Agreement and shall
in no way
affect the validity or enforceability of the other provisions of this
Agreement
or of the Certificates or the rights of the Holders thereof.
| SECTION 11.07 |
Notice
to Rating Agencies.
|
The
Trust
Administrator shall use its best efforts promptly to provide notice
to the
Rating Agencies, and the Servicers shall use its best efforts promptly
to
provide notice to the Trust Administrator, with respect to each of
the following
of which the Trust Administrator or the Servicers, as applicable, has
actual
knowledge:
1. Any
material change or amendment to this Agreement;
2. The
occurrence of any Servicer Event of Default that has not been cured
or
waived;
3. The
resignation or termination of any Servicer, the Trust Administrator
or the
Trustee;
4. The
repurchase or substitution of Mortgage Loans pursuant to or as contemplated
by
Section 2.03;
5. The
final
payment to the Holders of any Class of Certificates;
6. Any
change in the location of the Collection Account or the Distribution
Account;
7. Any
event
that would result in the inability of the Trust Administrator or the
Trustee, as
applicable, were it to succeed as Servicer, to make advances regarding
delinquent Mortgage Loans; and
8. The
filing of any claim under the Servicer’s blanket bond and errors and omissions
insurance policy required by Section 3.14 or the cancellation or material
modification of coverage under any such instrument.
In
addition, the Trust Administrator shall make available to the Rating
Agencies
copies of each report to Certificateholders described in Section 4.02
and the
Servicers, 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 DBRS, 00 Xxxxxxxx,
Xxx Xxxx,
Xxx Xxxx 00000, to Standard & Poor’s Ratings Services, a division of the
XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
and to
Moody’s at 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other addresses
as the Rating Agencies may designate in writing to the parties
hereto.
| SECTION 11.08 |
Article
and Section References.
|
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
| SECTION 11.09 |
Grant
of Security Interest.
|
It
is the
express intent of the parties hereto that the conveyance of the Mortgage
Loans
by the Depositor to the Trustee be, and be construed as, a sale of
the Mortgage
Loans by the Depositor and not a pledge of the Mortgage Loans by the
Depositor
to secure a debt or other obligation of the Depositor. However, in
the event
that, notwithstanding the aforementioned intent of the parties, the
Mortgage
Loans are held to be property of the Depositor, then, (a) it is the
express
intent of the parties that such conveyance be deemed a pledge of the
Mortgage
Loans by the Depositor to the Trustee to secure a debt or other obligation
of
the Depositor and (b)(1) this Agreement shall also be deemed to be
a security
agreement within the meaning of Articles 8 and 9 of the Uniform Commercial
Code
as in effect from time to time in the State of New York; (2) the conveyance
provided for in Section 2.01 hereof shall be deemed to be a grant by
the
Depositor to the Trustee of a security interest in all of the Depositor’s right,
title and interest in and to the Mortgage Loans and all amounts payable
to the
holders of the Mortgage Loans in accordance with the terms thereof
and all
proceeds of the conversion, voluntary or involuntary, of the foregoing
into
cash, instruments, securities or other property, including without
limitation
all amounts, other than investment earnings, from time to time held
or invested
in the Collection Account and the Distribution Account, whether in
the form of
cash, instruments, securities or other property; (3) the obligations
secured by
such security agreement shall be deemed to be all of the Depositor’s obligations
under this Agreement, including the obligation to provide to the
Certificateholders the benefits of this Agreement relating to the Mortgage
Loans
and the Trust Fund; and (4) notifications to persons holding such property,
and
acknowledgments, receipts or confirmations from persons holding such
property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of
the Trustee
for the purpose of perfecting such security interest under applicable
law.
Accordingly, the Depositor hereby grants to the Trustee a security
interest in
the Mortgage Loans and all other property described in clause (2) of
the
preceding sentence, for the purpose of securing to the Trustee the
performance
by the Depositor of the obligations described in clause (3) of the
preceding
sentence. Notwithstanding the foregoing, the parties hereto intend
the
conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
sale of the Mortgage Loans and assets constituting the Trust Fund by
the
Depositor to the Trustee.
| SECTION 11.10 |
Third
Party Rights.
|
The
Cap
Provider shall be deemed a third-party beneficiary of this Agreement
to the same
extent as if it were a party hereto, and shall have the right to enforce
the
provisions of this Agreement.
| SECTION 11.11 |
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20,
3.21
and 4.07 of this Agreement is to facilitate compliance by
the Depositor with the provisions of Regulation AB promulgated by the
Commission
under
the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from
time to time and subject to clarification and interpretive advice as
may be
issued by the staff of the Commission from time to time. Therefore,
each of the
parties agrees that (a) the obligations of the parties hereunder shall
be
interpreted in such a manner as to accomplish that purpose, (b) the
parties’
obligations hereunder will be supplemented and modified as necessary
to be
consistent with any such amendments, interpretive advice or guidance,
convention
or consensus among active participants in the asset-backed securities
markets,
opinion of counsel, or otherwise in respect of the requirements of
Regulation
AB, (c) the parties shall comply with requests made by the Depositor for
delivery of additional or different information, to the extent that
such
information is available or reasonably attainable, as the Depositor or the
Servicer may determine in good faith is necessary to comply with the
provisions
of Regulation AB, and (d) no amendment of this Agreement shall be required
to
effect any such changes in the parties’ obligations as are necessary to
accommodate evolving interpretations of the provisions of Regulation
AB;
provided, however, that any such changes shall require the consent
of each of
the parties hereto.
IN
WITNESS WHEREOF, the Depositor, each Servicer, the Trust Administrator
and the
Trustee have caused their names to be signed hereto by their respective
officers
thereunto duly authorized, in each case as of the day and year first
above
written.
CITIGROUP
MORTGAGE LOAN TRUST INC.,
as
Depositor
By:
/s/
Xxxxxxx Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Assistant Vice President
AMERIQUEST
MORTGAGE COMPANY,
as
Servicer
By:
/s/
Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
EVP
XXXXX
FARGO BANK, N.A.,
as
Servicer
By:
/s/
Xxxxxx XxXxxxxx
Name:
Xxxxxx XxXxxxxx
Title:
Vice President
JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION,
as
Servicer
By:
/s/
Xxx Xxxxxxx
Name:
Xxx
Xxxxxxx
Title:
Assistant Vice President
CITIBANK,
N.A.,
as
Trust
Administrator
By:
/s/
Xxxxxxx Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title:
Vice President
U.S.
BANK
NATIONAL ASSOCIATION, not in its individual capacity but solely as
Trustee
By:
/s/
Xxxxx X. X’Xxxxx
Name:
Xxxxx X. X’Xxxxx
Title:
Vice
President
|
For
purposes of Sections 6.06, 6.07 and 6.08:
|
|
XXXXXXX
FIXED INCOME SERVICES INC.
|
|
By:
/s/ Xxxxx Xxxxxxx
|
|
Name: Xxxxx
Xxxxxxx
|
|
Title:
President and General Counsel
|
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
____ day of August 2006, before me, a notary public in and for said
State,
personally appeared __________________, known to me to be a __________________
of Citigroup Mortgage Loan Trust Inc., one of the entities that executed
the
within instrument, and also known to me to be the person who executed
it on
behalf of said entity, and acknowledged to me that such entity executed
the
within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
)
|
||
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
On
the
____ day of August 2006, before me, a notary public in and for said
State,
personally appeared __________________, known to me to be a __________________
of Ameriquest Mortgage Company, one of the entities that executed the
within
instrument, and also known to me to be the person who executed it on
behalf of
said entity, and acknowledged to me that such entity executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the
day and year in this certificate first above written.
|
Notary
Public
|
On
the
____ day of August 2006, before me, a notary public in and for said
State,
personally appeared _________________, known to me to be a ________________
of
Xxxxx Fargo Bank, N.A., one of the entities that executed the within
instrument,
and also known to me to be the person who executed it on behalf of
said entity,
and acknowledged to me that such entity executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
)
|
||
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
On
the
____ day of August 2006, before me, a notary public in and for said
State,
personally appeared _________________, known to me to be a ________________
of
JPMorgan Chase Bank, National Association, one of the entities that
executed the
within instrument, and also known to me to be the person who executed
it on
behalf of said entity, and acknowledged to me that such entity executed
the
within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
____ day of August 2006, before me, a notary public in and for said
State,
personally appeared ________________________, known to me to be a
________________________ of Citibank, N.A., one of the entities that
executed
the within instrument, and also known to me to be the person who executed
it on
behalf of said entity, and acknowledged to me that such entity executed
the
within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
On
the
____ day of August 2006, before me, a notary public in and for said
State,
personally appeared ___________________________, known to me to be
a
__________________________ of U.S. Bank National Association, one of
the
entities that executed the within instrument, and also known to me
to be the
person who executed it on behalf of said entity, and acknowledged to
me that
such entity executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
EXHIBIT
A-1
FORM
OF
CLASS A-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-1 Certificates as
of the
Issue Date: $322,645,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$322,645,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[______]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A-1
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of written certifications from the Holder
of
the Certificate desiring to effect the transfer, and from such Holder’s
prospective transferee, substantially in the forms attached to the Agreement
as
Exhibit F-1. None of the Depositor or the Trust Administrator is obligated
to
register or qualify the Class of Certificates specified on the face hereof
under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates
without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Trust Administrator,
the Depositor, the Servicers and any Sub-Servicers against any liability
that
may result if the transfer is not so exempt or is not made in accordance
with
such federal and state laws.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to__________________________________________________
__________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ________
___________________________
, as its agent.
EXHIBIT
A-2
FORM
OF
CLASS A-2A CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-2A Certificates as
of the
Issue Date:
$157,295,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
: $157,295,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[_____]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-2A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-2A Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A-2A
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to_____________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ________
___________________________
, as its agent.
EXHIBIT
A-3
FORM
OF
CLASS A-2B CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-2B Certificates as
of the
Issue Date: $29,554,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$29,554,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[______]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-2B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-2B Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which is
set
forth hereafter. To the extent not defined herein, the capitalized terms
used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A-2B
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT A-4
FORM
OF
CLASS A-2C CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-2C Certificates as
of the
Issue Date: $48,514,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$48,514,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[_____]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-2C Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-2C Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A-2C
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-5
FORM
OF
CLASS A-2D CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-2D Certificates as
of the
Issue Date: $19,805,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$19,805,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[_____]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-2D Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-2D Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A-2D
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-6
FORM
OF
CLASS M-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-1 Certificates as
of the
Issue Date: $27,235,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$27,235,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[________]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-1
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-7
FORM
OF
CLASS M-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-2 Certificates as
of the
Issue Date: $25,394,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$25,394,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[_______]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-2 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-2
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-8
FORM
OF
CLASS M-3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-3 Certificates as
of the
Issue Date: $15,457,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
: $15,457,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[_______]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-3 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-3
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-9
FORM
OF
CLASS M-4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-4 Certificates as
of the
Issue Date: $12,881,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$12,881,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[_____]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-4 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-4
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-10
FORM
OF
CLASS M-5 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND
THE
CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-5 Certificates as
of the
Issue Date: $12,881,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$12,881,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[____]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-5 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-5 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-5
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-11
FORM
OF
CLASS M-6 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-6 Certificates as
of the
Issue Date: $11,777,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
: $11,777,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[______]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-6 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-6 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-6
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-12
FORM
OF
CLASS M-7 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES
TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-7 Certificates as
of the
Issue Date: $9,937,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$9,937,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[_______]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-7 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-7 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-7
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator, the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-13
FORM
OF
CLASS M-8 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES
AND THE
CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-8 Certificates as
of the
Issue Date: $7,361,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$7,361,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[______]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-8 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-8 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-8
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-14
FORM
OF
CLASS M-9 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
THE
CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED
IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-9 Certificates as
of the
Issue Date: $9,569,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$9,569,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[_______]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-9 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-9 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-9
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-15
FORM
OF
CLASS M-10 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
THE
CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-10 Certificates as
of the
Issue Date: $9,201,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$9,201,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: August 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: August 30, 2006
|
|
|
CUSIP:
[_____]
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-10 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-10 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-10
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of written certifications from the Holder
of
the Certificate desiring to effect the transfer, and from such Holder’s
prospective transferee, substantially in the forms attached to the Agreement
as
Exhibit F-1. None of the Depositor or the Trust Administrator is obligated
to
register or qualify the Class of Certificates specified on the face hereof
under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates
without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Trust Administrator,
the Depositor, the Servicers and any Sub-Servicers against any liability
that
may result if the transfer is not so exempt or is not made in accordance
with
such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-16
FORM
OF
CLASS CE CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
|
Series:
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class CE Certificates as of
the Issue
Date: $[___________]
|
|
Pass-Through
Rate: Variable
|
Denomination:
$[__________]
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: August 1,
2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
First
Distribution Date: September 25, 2006
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Aggregate
Notional Amount of the Class
CE
Certificates as of the Issue Date: $[_________]
|
Issue
Date: August 30, 2006
|
THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT ANY
TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Citigroup Global Markets Realty Corp. is the registered owner
of
a Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class CE Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class CE Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicers, Trust
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class CE
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicers
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicers and any
Sub-Servicers against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the
Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-17
FORM
OF
CLASS P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
|
Series:
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class P Certificates as of
the Issue
Date: $100.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: August 1,
2006
|
Denomination:
$100.00
|
|
First
Distribution Date: September 25, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: August 30, 2006
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Citigroup Global Markets Realty Corp. is the registered owner
of
a Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class P Certificates
as of
the Issue Date) in that certain beneficial ownership interest evidenced by
all
the Class P Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To
the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement
the
Holder of this Certificate by virtue of the acceptance hereof assents and
by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class P Certificates
on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicers
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicers and any
Sub-Servicers against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the
Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-18
FORM
OF
CLASS R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986, AS AMENDED (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED
TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A)
SUCH
TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
OR
COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
IS
PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
|
Series
0000-XX0
|
Xxxxxxxxx
Percentage Interest of the Class R Certificates as of the Issue
Date:
100%
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: August 1,
2006
|
|
|
First
Distribution Date: September 25, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: August 30, 2006
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Citigroup Global Markets Inc. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class R Certificates
as of
the Issue Date) in that certain beneficial ownership interest evidenced by
all
the Class R Certificates created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
Inc. (hereinafter called the “Depositor,” which term includes any successor
entity under the Agreement), the Servicers, the Trust Administrator and the
Trustee, a summary of certain of the pertinent provisions of which is set
forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class R Certificates
on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing a Percentage Interest
in the Class of Certificates equal to the denomination specified on the face
hereof divided by the aggregate Certificate Principal Balance of the Class
of
Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator, the Trustee, and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
Any
resale, transfer or other disposition of this certificate may be made only
in
accordance with the provisions of section 5.02 of the agreement referred
to
herein.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicers
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicers and any
Sub-Servicers against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(b) of the Agreement.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that
(A) the
Class R Certificates have been designated as a residual interest in REMIC
I and
REMIC II, (B) it will include in its income a pro rata share of the net income
of the Trust Fund and that such income may be an “excess inclusion,” as defined
in the Code, that, with certain exceptions, cannot be offset by other losses
or
benefits from any tax exemption, and (C) it expects to have the financial
means
to satisfy all of its tax obligations including those relating to holding
the
Class R Certificates. Notwithstanding the registration in the Certificate
Register of any transfer, sale or other disposition of this Certificate to
a
Disqualified Organization or an agent (including a broker, nominee or middleman)
of a Disqualified Organization, such registration shall be deemed to be of
no
legal force or effect whatsoever and such Person shall not be deemed to be
a
Certificateholder for any purpose, including, but not limited to, the receipt
of
distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to
have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to
cease
to qualify as a REMIC or cause the imposition of a tax upon REMIC I or REMIC
II.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the purchase by the holders of the Class X
Certificates or the Servicers of all Mortgage Loans and related REO Property
remaining in REMIC I, (ii) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from REMIC I all the Mortgage Loans
and
all property acquired in respect of any Mortgage Loan at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject
to
the aggregate Stated Principal Balance of the Mortgage Loans at the time
of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and
none of the Trustee, Servicers or Trust Administrator assume responsibility
for
their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
A-19
FORM
OF
CLASS R-X CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986, AS AMENDED (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED
TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A)
SUCH
TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
OR
COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
IS
PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
|
Series
0000-XX0
|
Xxxxxxxxx
Percentage Interest of the Class R-X Certificates as of the Issue
Date:
100%
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: August 1,
2006
|
|
|
First
Distribution Date: September 25, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase
Bank, National Association
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: August 30, 2006
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICERS, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Citigroup Global Markets Inc. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class R-X Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class R-X Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicers, the Trust Administrator
and the Trustee, a summary of certain of the pertinent provisions of which
is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
the
acceptance hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class R-X
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing a Percentage Interest
in the Class of Certificates equal to the denomination specified on the face
hereof divided by the aggregate Certificate Principal Balance of the Class
of
Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicers, the Trust Administrator, the Trustee, and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicers, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
Any
resale, transfer or other disposition of this certificate may be made only
in
accordance with the provisions of section 5.02 of the agreement referred
to
herein.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicers
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicers and any
Sub-Servicers against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(b) of the Agreement.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that
(A) the
Class R-X Certificates have been designated as a residual interest in REMIC
I
and REMIC II, (B) it will include in its income a pro rata share of the net
income of the Trust Fund and that such income may be an “excess inclusion,” as
defined in the Code, that, with certain exceptions, cannot be offset by other
losses or benefits from any tax exemption, and (C) it expects to have the
financial means to satisfy all of its tax obligations including those relating
to holding the Class R-X Certificates. Notwithstanding the registration in
the
Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall
not be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to
have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to
cease
to qualify as a REMIC or cause the imposition of a tax upon REMIC I or REMIC
II.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicers, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicers, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicers, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the purchase by the holders of the Class X
Certificates or the Servicers of all Mortgage Loans and related REO Property
remaining in REMIC I, (ii) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from REMIC I all the Mortgage Loans
and
all property acquired in respect of any Mortgage Loan at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject
to
the aggregate Stated Principal Balance of the Mortgage Loans at the time
of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and
none of the Trustee, Servicers or Trust Administrator assume responsibility
for
their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August ___, 2006
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the 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:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds to
____________________________________________________________________________
for
the account of ____________________________, account
number ______________________________, or, if mailed by check,
to________________________________________________________________
Applicable
statements should be mailed
to____________________________________________________________________________________________________________________________________
This
information is provided by ___________________________________________,
the
assignee named above, or ___________________________________
, as its agent.
EXHIBIT
B
FORM
10-D, FORM 8-K AND FORM 10-K
REPORTING
RESPONSIBILITY
As
to
each item described below, the entity indicated as the Responsible Party
shall
be primarily responsible for reporting the information to the Trust
Administrator pursuant to Section 4.07(a)(iv). If the Trust Administrator
is
indicated below as to any item, then the Trust Administrator is primarily
responsible for obtaining that information.
Under
Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
included in the periodic Distribution Date statement under Section 4.02,
provided by the Trust Administrator based on information received from the
Servicers; and b) items marked “Form 10-D report” are required to be in the Form
10-D report but not the 4.02 statement, provided by the party indicated.
Information under all other Items of Form 10-D is to be included in the Form
10-D report.
|
Form
|
Item
|
Description
|
Responsible
Party
|
|
10-D
|
Must
be filed within 15 days of the Distribution Date.
|
||
|
1
|
Distribution
and Pool Performance Information
|
||
|
Item
1121(a) - Distribution and Pool Performance
Information
|
|||
|
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for the
distribution period.
|
4.02
statement
|
||
|
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
4.02
statement
|
||
|
(3)
Calculated amounts and distribution of the flow of funds for
the period
itemized by type and priority of payment, including:
|
4.02
statement
|
||
|
(i)
Fees or expenses accrued and paid, with an identification of
the general
purpose of such fees and the party receiving such fees or
expenses.
|
4.02
statement
|
||
|
(ii)
Payments accrued or paid with respect to enhancement or other
support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of
the general
purpose of such payments and the party receiving such
payments.
|
4.02
statement
|
||
|
(iii)
Principal, interest and other distributions accrued and paid
on the
asset-backed securities by type and by class or series and any
principal
or interest shortfalls or carryovers.
|
4.02
statement
|
||
|
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
4.02
statement
|
||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.02
statement
|
||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
4.02
statement
|
||
|
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
4.02
statement
|
||
|
(7)
Any amounts drawn on any credit enhancement or other support
identified in
Item 1114 of Regulation AB, as applicable, and the amount of
coverage
remaining under any such enhancement, if known and
applicable.
|
4.02
statement
|
||
|
(8)
Number and amount of pool assets at the beginning and ending
of each
period, and updated pool composition information, such as weighted
average
coupon, weighted average life, weighted average remaining term,
pool
factors and prepayment amounts.
|
4.02
statement
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
||
|
(9)
Delinquency and loss information for the period.
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool
assets.
|
4.02
statement.
Form
10-D report: Depositor
|
||
|
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of
funds
advanced and the general source of funds for
reimbursements.
|
4.02
statement
|
||
|
(11)
Any material modifications, extensions or waivers to pool asset
terms,
fees, penalties or payments during the distribution period or
that have
cumulatively become material over time.
|
Form
10-D report: Trust Administrator (to
the extent of the Trust Administrator’s actual
knowledge)
|
||
|
(12)
Material breaches of pool asset representations or warranties
or
transaction covenants.
|
Form
10-D report
|
||
|
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger
and whether
the trigger was met.
|
4.02
statement
|
||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
[information
regarding] any pool asset changes (other than in connection with
a pool
asset converting into cash in accordance with its terms), such
as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
Form
10-D report: Depositor
Form
10-D report: Depositor
Form
10-D report: Depositor
|
||
|
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
Depositor
|
||
|
2
|
Legal
Proceedings
|
||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders,
including
proceedings known to be contemplated by governmental
authorities:
Seller
Depositor
Trustee
Trust
Administrator
Issuing
entity
Servicers
Originator
Custodian
|
Seller
Depositor
Trustee
Trust
Administrator
Depositor
Servicers
Originator
Custodian
|
||
|
3
|
Sales
of Securities and Use of Proceeds
|
||
|
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or
issuing
entity, that are backed by the same asset pool or are otherwise
issued by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing
information
can be omitted if securities were not registered.
|
Depositor
|
||
|
4
|
Defaults
Upon Senior Securities
|
||
|
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default (after expiration of any
grace
period and provision of any required notice)
|
N/A
|
||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
||
|
Information
from Item 4 of Part II of Form 10-Q
|
Depositor
or Trust Administrator (to
the extent of the Trust Administrator’s actual
knowledge)
|
||
|
6
|
Significant
Obligors of Pool Assets
|
||
|
Item
1112(b) - Significant
Obligor Financial Information*
|
Depositor
|
||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
|||
|
7
|
Significant
Enhancement Provider Information
|
||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information*
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Depositor
|
||
|
Item
1115(b) - Derivative Counterparty Financial Information*
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Trust
Administrator
Depositor
|
||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
|||
|
8
|
Other
Information
|
||
|
Disclose
any information required to be reported on Form 8-K during the
period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below
|
||
|
9
|
Exhibits
|
||
|
Distribution
report
|
Trust
Administrator
|
||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
||
|
8-K
|
Must
be filed within four business days of an event reportable on
Form
8-K.
|
||
|
1.01
|
Entry
into a Material Definitive Agreement
|
||
|
Disclosure
is required regarding entry into or amendment of any definitive
agreement
that is material to the securitization, even if depositor is
not a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are
fully
disclosed in the prospectus
|
Depositor
|
||
|
1.02
|
Termination
of a Material Definitive Agreement
|
||
|
Disclosure
is required regarding termination of any definitive agreement
that is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
Depositor
|
||
|
1.03
|
Bankruptcy
or Receivership
|
||
|
Disclosure
is required regarding the bankruptcy or receivership with respect
to any
of the following:
Sponsor
(Seller), Depositor, Servicers, Trust Administrator, Cap Provider,
Custodian
|
Trust
Administrator (to the extent of the Trust Administrator’s actual
knowledge)
|
||
|
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
||
|
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are
disclosed
in the 4.02 statement
|
Trust
Administrator (to the extent of the Trust Administrator’s actual
knowledge)
|
||
|
3.03
|
Material
Modification to Rights of Security Holders
|
||
|
Disclosure
is required of any material modification to documents defining
the rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
Trust
Administrator
|
||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
||
|
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
Depositor
|
||
|
5.06
|
Change
in Shell Company Status
|
||
|
[Not
applicable to ABS issuers]
|
Depositor
|
||
|
6.01
|
ABS
Informational and Computational Material
|
||
|
[Not
included in reports to be filed under Section 4.07]
|
Depositor
|
||
|
6.02
|
Change
of Servicers, Trustee or Trust Administrator
|
||
|
Requires
disclosure of any removal, replacement, substitution or addition
of any
master Servicers, affiliated Servicers, other Servicers servicing
10% or
more of pool assets at time of report, other material Servicerss,
trust
administrator or trustee. Reg AB disclosure about any new Servicers,
trust
administrator or trustee is also required.
|
Trust
Administrator or Servicers
|
||
|
6.03
|
Change
in Credit Enhancement or Other External Support
|
||
|
Covers
termination of any enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as
derivatives.
Reg AB disclosure about any new enhancement provider is also
required.
|
Depositor
|
||
|
6.04
|
Failure
to Make a Required Distribution
|
Trust
Administrator
|
|
|
6.05
|
Securities
Act Updating Disclosure
|
||
|
If
any material pool characteristic differs by 5% or more at the
time of
issuance of the securities from the description in the final
prospectus,
provide updated Reg AB disclosure about the actual asset
pool.
|
Depositor
|
||
|
If
there are any new Servicerss or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
Depositor
|
||
|
7.01
|
Regulation
FD Disclosure
|
Depositor
|
|
|
8.01
|
Other
Events
|
||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
Depositor
|
||
|
9.01
|
Financial
Statements and Exhibits
|
N/A
|
|
|
10-K
|
Must
be filed within 90 days of the fiscal year end for the
registrant.
|
||
|
9B
|
Other
Information
|
||
|
Disclose
any information required to be reported on Form 8-K during the
fourth
quarter covered by the Form 10-K but not reported
|
Depositor
|
||
|
15
|
Exhibits
and Financial Statement Schedules
|
||
|
Item
1112(b) - Significant
Obligor Financial Information
|
N/A
|
||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Depositor
|
||
|
Item
1115(b) - Derivative Counterparty Financial Information
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
Trust
Administrator
Trust
Administrator
Depositor
|
||
|
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates entered into outside the ordinary
course of
business or is on terms other than would be obtained in an arm’s length
transaction with an unrelated third party, apart from the asset-backed
securities transaction, that are material to
Certificateholders:
Seller
Depositor
Trustee
Trust
Administrator
Issuing
entity
Servicers
Originator
Custodian
Credit
Enhancer/Support Provider, if any
Significant
Obligor, if any
|
Seller
Depositor
Trustee
Trust
Administrator
Issuing
entity
Servicers
Originator
Custodian
Depositor
Depositor
|
||
|
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
Each
Party participating in the servicing function
|
||
|
Item
1123 - Servicers Compliance Statement
|
Servicers
|
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EXHIBIT
C
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
Definitions
Primary
Servicers - transaction party having borrower contact
Master
Servicers - aggregator of pool assets
Trust
Administrator - waterfall calculator (may be the Trustee, or may be the Master
Servicers)
Back-up
Servicers - named in the transaction (in the event a Back up Servicers becomes
the Primary Servicers, follow Primary Servicers obligations)
Custodian
- safe keeper of pool assets
Paying
Agent - distributor of funds to ultimate investor (Trust Administrator performs
this function)
Trustee
-
fiduciary of the transaction
Note:
The
definitions above describe the essential function that the party performs,
rather than the party’s title. So, for example, in a particular transaction, the
trustee may perform the “paying agent” and “trust administrator” functions,
while in another transaction, the trust administrator may perform these
functions.
Where
there are multiple checks for criteria the attesting party will identify
in
their management assertion that they are attesting only to the portion of
the
distribution chain they are responsible for in the related transaction
agreements.
Key:
X
-
obligation
|
Reg
AB Reference
|
Servicing
Criteria
|
Primary
Servicers
|
Master
Servicers
|
Trust
Administrator
|
|
General
Servicing Considerations
|
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|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
X
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
Servicers
for the Pool Assets are maintained.
|
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|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on
the party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
X
|
|
|
Cash
Collection and Administration
|
||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in
the
transaction agreements.
|
X
|
X
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are
made,
reviewed and approved as specified in the transaction agreements.
|
X
|
X
|
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are
separately
maintained (e.g., with respect to commingling of cash) as set
forth in the
transaction agreements.
|
X
|
||
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange Act.
*
|
X
|
X
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
X
|
||
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank
clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling
items. These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the
transaction
agreements.
|
X
|
X
|
X
|
|
Investor
Remittances and Reporting
|
||||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and
applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance
with the
terms specified in the transaction agreements; (C) are filed
with the
Commission as required by its rules and regulations; and (D)
agree with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicers.
|
X
|
X
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
X
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicers’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
|
X
|
X
|
X
|
|
Pool
Asset Administration
|
||||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
X
|
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
X
|
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
X
|
|
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the Servicers’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
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|
1122(d)(4)(v)
|
The
Servicers’s records regarding the pool assets agree with the Servicers’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
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|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
X
|
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions,
as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
X
|
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases
where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
X
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that
such support
has been received by the Servicers at least 30 calendar days
prior to
these dates, or such other number of days specified in the transaction
agreements.
|
X
|
||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicers’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the Servicers, or such other number of
days specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
X
|
* Subject
to clarification from the SEC.
EXHIBIT
D
FORM
OF
ASSIGNMENT AND RECOGNITION AGREEMENTS AND MORTGAGE LOAN PURCHASE
AGREEMENT
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 8, 2006, (“Agreement”)
among
Citigroup Global Markets Realty Corp. (“Assignor”),
Citigroup Mortgage Loan Trust Inc. (“Assignee”)
and
Ameriquest Mortgage Company (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Mortgage Loan Purchase and
Servicing
Agreement dated as of May 1, 2006, as amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations
of the
Assignor under the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
the trust created pursuant to a Pooling and Servicing Agreement, dated
as of
August 1, 2006 (the “Pooling
Agreement”),
among
the Assignee, JPMorgan Chase Bank, National Association, Ameriquest Mortgage
Company and Xxxxx Fargo Bank, N.A. as servicers (including their successors
in
interest and any successor servicer under the Pooling Agreement, the
“Servicers”),
Citibank, N.A. as trust administrator and U.S. Bank National Association,
as
trustee (including its successors in interest and any successor trustee
under
the Pooling Agreement, the “Trustee”).
The
Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee, the Trust Administrator and the Servicers
acting
on the Trust’s behalf) shall have all the rights and remedies available to the
Assignor, insofar as they relate to the Mortgage Loans, under the Purchase
Agreement, including, without limitation, the enforcement of the document
delivery requirements and remedies with respect to breaches of representations
and warranties set forth in the Purchase Agreement, and shall be entitled
to
enforce all of the obligations of the Company thereunder insofar as they
relate
to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as
they relate to the rights, title and interest and, with respect to obligations
of the Purchaser, only insofar as they relate to the enforcement of the
representations, warranties and covenants of the Company) or the Custodian
under
the Purchase Agreement insofar as they relate to the Mortgage Loans, shall
be
deemed to refer to the Trust (including the Trustee, the Trust Administrator
and
the Servicers acting on the Trust’s behalf). Neither the Company nor the
Assignor shall amend or agree to amend, modify, waiver, or otherwise alter
any
of the terms or provisions of the Purchase Agreement which amendment,
modification, waiver or other alteration would in any way affect the Mortgage
Loans or the Company’s performance under the Purchase Agreement with respect to
the Mortgage Loans without the prior written consent of the
Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing as a
corporation under the laws of the State of Delaware;
(b) The
Company has the full power and authority to execute, deliver and perform,
and to
enter into and consummate, all transactions contemplated by this Agreement.
The
Company has duly authorized the execution, delivery and performance of
this
Agreement, has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery by the Assignor or Assignee
constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms except as the enforceability thereof
may
be limited by bankruptcy, insolvency or reorganization;
(c) The
execution and delivery of this Agreement by the Company and the performance
of
and compliance with the terms of this Agreement will not violate the Company’s
articles of incorporation or by-laws or constitute a default under or result
in
a breach or acceleration of, any material contract, agreement or other
instrument to which the Company is a party or which may be applicable to
the
Company or its assets;
(d) The
Company is not in violation of, and the execution and delivery of this
Agreement
by the Company and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or
decree
of any court or any order or regulation of any federal, state, municipal
or
governmental agency having jurisdiction over the Company or its assets,
which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Company or its
assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder;
(e) The
Company does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this Agreement;
(f) There
are
no actions or proceedings against, investigations known to it of, the Company
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement or (B) that might prohibit or materially and
adversely affect the performance by the Company of its obligations under,
or
validity or enforceability of, this Agreement or the Mortgage Loans;
and
(g) No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Company
of,
or compliance by the Company with, this Agreement or the consummation of
the
transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been
obtained.
4. Pursuant
to Section 11 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee and the Trust,
that the
representations and warranties set forth in Sections 7.01 and 7.03 of the
Purchase Agreement, which are attached hereto at Exhibit B, are true and
correct
as of the date hereof as if such representations and warranties were made
on the
date hereof or such earlier date as specified in any such representation
and
warranty.
5. The
Assignor hereby makes the following representations and warranties as of
the
date hereof:
(a) With
respect to the representations and warranties set forth in Section 7.03
(a) (2),
Section 7.03 (a) (3), Section 7.03 (a) (4), Section 7.03 (a) (5), Section
7.03
(a) (7), Section 7.03 (a) (9), Section 7.03 (a) (15), Section 7.03 (a)
(16),
Section 7.03 (a) (18), Section 7.03 (a) (19), Section 7.03 (a) (20), Section
7.03 (a) (25), Section 7.03 (a) (34), Section 7.03 (a) (41) and Section
7.03 (a)
(50) to the best of the Assignor’s knowledge, nothing has occurred in the period
of time since the date on which servicing for the Mortgage Loans was transferred
to the date hereof which would cause such representations and warranties
to be
untrue in any material respect as of the date hereof;
(b) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(c) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive lending laws;
(d) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in Standard & Poor’s LEVELS Version 5.7 Glossary Revised,
Appendix E);
(e)
The
stated principal balance of each Group I Mortgage Loan is within Xxxxxxx
Mac’s
dollar amount limits for conforming one-to-four-family mortgage loans;
(f) No
refinance or purchase money Group I Mortgage Loan has an APR or total points
and
fees that exceed the thresholds set by the Home Ownership and Equity Protection
Act of 1994 (“HOEPA”) and its implementing regulations, including 12 CFR §
6.32(a)(1)(i) and no mortgage loan is in violation of any comparable state
law;
(g) No
subordinate lien Group I Mortgage Loan has an original principal balance
that
exceeds one-half of the one-unit limitation for first lien Mortgage Loans,
i.e.,
$208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without
regard
to the number of units; and
(h) The
original principal balance of the first lien Group I Mortgage Loan plus
the
original principal balance of any subordinate lien Group I Mortgage Loans
relating to the same mortgaged property does not exceed the applicable
Xxxxxxx
Mac loan limit for first lien mortgage loans for that property
type.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Servicers acting on the Trust’s behalf) in connection with
any breach of the representations and warranties made by the Company set
forth
in Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of
the
Purchase Agreement as if they were set forth herein (including without
limitation the repurchase and indemnity obligations set forth therein);
provided, however, with respect to any representation of the Company which
materially and adversely affects the interests of any Prepayment Charge,
the
Company shall pay the amount of the scheduled Prepayment Charge by remitting
such amount to the Servicers for deposit into the Collection Account in
respect
of such Prepayment Charge. In addition, the Company hereby acknowledges
and
agrees that any breach of the representations set forth in Section 7.03(a)
46,
54, 57, 65, 66, 67, 68, 70, 71, 72 and 74 of the Purchase Agreement shall
be
deemed to materially and adversely affect the value of the related mortgage
loans or the interests of the Trust in the related mortgage loans.
The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee, the Trust Administrator
and the
Servicers acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Assignor set forth in Section
5
hereof shall be as set forth in Section 2.03 of the Pooling Agreement as
if they
were set forth herein. In addition, the Assignor hereby acknowledges and
agrees
that any breach of the representations set forth in Section 5 (b), (e),
(f), (g)
and (h) hereof shall be deemed to materially and adversely affect the value
of
the related mortgage loans or the interests of the Trust in the related
mortgage
loans.
Notwithstanding
the foregoing, the Assignor may, at its option, satisfy any obligation
of the
Company with respect to any breach of representation and warranty made
by the
Company regarding the Mortgage Loans.
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee, the Trust
Administrator and the Servicers acting on the Trust’s behalf). Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall,
without
the requirement for any further writing, be deemed Assignor, Assignee or
Company, respectively, hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
| CITIGROUP GLOBAL MARKETS REALTY CORP. | ||
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| By: | ||
| Name: |
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| Title: |
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| CITIGROUP MORTGAGE LOAN TRUST INC. | ||
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| By: | ||
| Name: |
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| Title: |
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| AMERIQUEST MORTGAGE COMPANY | ||
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| By: | ||
| Name: |
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| Title: |
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EXHIBIT
A
Mortgage
Loan Schedule
EXHIBIT
B
Representations
and Warranties
Capitalized
terms used but not defined herein shall have the meanings assigned thereto
in
the Purchase Agreement.
7.03. Representations
and Warranties Regarding Individual Mortgage Loans.
(a)
The
Company hereby represent and warrant to the Purchaser that, as to each
Mortgage
Loan, as of the related Closing Date, or as of such date specifically provided
herein:
1. The
information set forth in the Mortgage Loan Schedule is complete, true and
correct as of the related Cut-off Date;
2. As
of the
Closing Date, the Mortgage Loan is in compliance with all requirements
set forth
in the Term Sheet;
3. As
of the
related Closing Date, the Company has not advanced funds, or induced, solicited
or knowingly received any advance of funds from a party other than the
owner of
the related Mortgaged Property, directly, for the payment of any amount
required
by the Mortgage Note or Mortgage, and no Mortgage Loan has been delinquent
for
more than thirty (30) days in the prior twelve (12) months;
4. As
of the
related Closing Date, there are no delinquent taxes or insurance premiums
affecting the related Mortgaged Property;
5. As
of the
related Closing Date, the terms of the Mortgage Note and the Mortgage have
not
been impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary
to
maintain the lien priority of the Mortgage, and which have been delivered
to the
Custodian; the substance of any such waiver, alteration or modification
has been
approved by the title insurer, to the extent required by the related policy,
and
is reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration
or modification has been executed, and no Mortgagor has been released,
in whole
or in part, except in connection with an assumption agreement approved
by the
title insurer, to the extent required by the policy, and which assumption
agreement has been delivered to the Custodian and the terms of which are
reflected in the Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any valid right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in
whole or
in part, or subject to any such valid right of rescission, set-off, counterclaim
or defense, including the defense of usury and no such valid right of
rescission, set-off, counterclaim or defense has been asserted with respect
thereto;
7. As
of the
related Closing Date, all buildings upon the Mortgaged Property are insured
by a
generally acceptable insurer against loss by fire, hazards of extended
coverage
and such other hazards as are customary in the area where the Mortgaged
Property
is located, pursuant to insurance policies conforming to the requirements
of the
Servicing Addendum. All such insurance policies contain a standard mortgagee
clause naming the originator, its successors and assigns as mortgagee and
all
premiums thereon are paid current. If upon origination of the Mortgage
Loan, the
Mortgaged Property was in an area identified on a Flood Hazard Map or Flood
Insurance Rate Map issued by the Federal Emergency Management Agency as
having
special flood hazards (and such flood insurance has been made available)
a flood
insurance policy meeting the requirements of the current guidelines of
the
Federal Insurance Administration is in effect which policy conforms to
the
requirements of Xxxxxx Xxx and Xxxxxxx Mac. Except as may otherwise be
limited
by applicable law, the Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s
failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at Mortgagor’s cost and expense and to seek reimbursement therefor
from the Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
consumer
credit protection, equal credit opportunity, disclosure laws and/or all
predatory and abusive lending laws applicable to the origination and servicing
of the Mortgage Loan have been complied with. Any and all disclosure statements
required to be made by the Mortgagor relating to such requirements are
and will
remain in the Mortgage File;
9. As
of the
related Closing Date, the Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property
has
not been released from the lien of the Mortgage, in whole or in part, nor
has
any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;
10. The
Mortgage creates a valid first or second lien, as applicable, in the related
Mortgaged Property as reflected on the Mortgage Loan Schedule;
11. The
related Mortgage is a valid, existing and enforceable (A) first lien and
first
priority security interest with respect to each Mortgage Loan which is
indicated
by the Seller to be a First Lien (as reflected on the Mortgage Loan Schedule),
or (B) second lien and second priority security interest with respect to
each
Mortgage Loan which is indicated by the Seller to be a Second Lien (as
reflected
on the Mortgage Loan Schedule), in either case on the related Mortgaged
Property, including all improvements on the related Mortgaged Property
subject
only to (i) the lien of current real property taxes and assessments not
yet due
and payable, (ii) covenants, conditions and restrictions, rights of way,
easements, mineral right reservations and other matters of the public record
as
of the date of recording of such Mortgage being acceptable to mortgage
lending
institutions generally and specifically referred to in the lender’s title
insurance policy delivered to the originator of the related Mortgage Loan
and
which do not adversely affect the Appraised Value of the related Mortgaged
Property, (iii) other matters to which like properties are commonly subject
which do not materially interfere with the benefits of the security intended
to
be provided by the related Mortgage or the use, enjoyment, value (as determined
by Appraised Value) or marketability of the related Mortgaged Property
and (iv)
(d) with respect to each Mortgage Loan which is indicated by the Seller
to be a
Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule)
a First
Lien on the Mortgaged Property. Any security agreement, chattel mortgage
or
equivalent document related to and delivered in connection with the Mortgage
Loan establishes and creates a valid, subsisting, enforceable and perfected
(A)
first lien and first priority security interest with respect to each Mortgage
Loan which is indicated by the Seller to be a First Lien (as reflected
on the
Mortgage Loan Schedule) or (B) second lien and second priority security
interest
with respect to each Mortgage Loan which is indicated by the Seller to
be a
Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
in
either case, on the property described therein, and the Company has the
full
right to sell and assign the same to the Purchaser;
12. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms;
13. All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person, at least one Mortgagor
is a
party to the Mortgage Note, and the Mortgage is in an individual
capacity;
14. Excluding
any Mortgage Loan subject to an escrow holdback, the proceeds of the Mortgage
Loan have been fully disbursed to or for the account of the Mortgagor and
there
is no obligation for the Mortgagee to advance additional funds thereunder
and
any and all requirements as to completion of any on-site or off-site improvement
and as to disbursements of any escrow funds therefor have been complied
with.
All costs, fees and expenses incurred in making or closing the Mortgage
Loan and
the recording of the Mortgage have been paid, and the Mortgagor is not
currently
entitled to any refund of any amounts paid or due to the Mortgagee pursuant
to
the Mortgage Note or Mortgage;
15. As
of the
related Closing Date and immediately prior to the sale of the Mortgage
Loan
hereunder, the Company is the sole legal, beneficial and equitable owner
of the
Mortgage Note and the Mortgage and has full right to transfer and sell
the
Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
lien,
pledge, charge, claim or security interest excepting therefrom warehouse
lending
arrangements security interests which will be released concurrent with
the
closing of the sale to the Purchaser;
16. As
of the
related Closing Date, all parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during
the
period in which they held and disposed of such interest, were) in compliance
with any and all applicable “doing business” and licensing requirements of the
laws of the state wherein the Mortgaged Property is located;
17. The
Mortgage Loan is covered by an ALTA lender’s title insurance policy and, in the
case of an Adjustable Rate Mortgage Loan, with an adjustable rate mortgage
endorsement, such endorsement substantially in the form of ALTA Form 6.0
or 6.1,
issued by a title insurer and qualified to do business in the jurisdiction
where
the Mortgaged Property is located, insuring the Servicer, its successors
and
assigns as to the first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan and, with respect to an Adjustable Rate Mortgage
Loan, against any loss by reason of the invalidity or unenforceability
of the
lien resulting from the provisions of the Mortgage providing for adjustment
in
the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s
title insurance policy affirmatively insures ingress and egress to and
from the
Mortgaged Property, and against encroachments by or upon the Mortgaged
Property
or any interest therein. The Originator and its successors and assigns
is the
sole insured of such lender’s title insurance policy, and such lender’s title
insurance policy is in full force and effect and will be in full force
and
effect upon the consummation of the transactions contemplated by this Agreement.
Such lender’s title insurance policy does not require the consent of or
notification to the related insurer for assignment to the Purchaser.
18. As
of the
related Closing Date, no claims have been made under such lender’s title
insurance policy, and no prior holder of the related Mortgage, including
the
Company, has done, by act or omission, anything which would impair the
coverage
of such lender’s title insurance policy;
19. As
of the
related Closing Date, there is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace
or cure period, would constitute a default, breach, violation or event
of
acceleration; and as of such Closing Date, the Company or the Servicer
has not
waived any default, breach, violation or event of acceleration, except
as
otherwise provided in this Agreement. With
respect to each Mortgage Loan which is indicated by the Seller to be a
Second
Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) as of the
origination date of such Second Lien Mortgage Loan (i) the First Lien is
in full
force and effect, (ii) there is no default, breach, violation or event
of
acceleration existing under such First Lien mortgage or the related mortgage
note, (iii) no event which, with the passage of time or with notice and
the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder, and either (A) the First
Lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the Second Lien Mortgage Loan to receive notice of, and
affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the First Lien mortgage. For
purposes of the foregoing, a delinquent payment of less than thirty (30)
days on
a Mortgage Loan in and of itself does not constitute a default, breach,
violation or event of acceleration with respect to such Mortgage
Loan.
20. As
of the
related Closing Date, there are no mechanics’ or similar liens or claims which
have been filed for work, labor or material (and no rights are outstanding
that
under law could give rise to such lien) affecting the related Mortgaged
Property
which are or may be liens prior to, or equal or coordinate with, the lien
of the
related Mortgage;
21. All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property. Each appraisal has been
performed in accordance with the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989;
22. The
Mortgage Loan was (i) originated by or in conjunction with a mortgagee
approved
by the Secretary of Housing and Urban Development pursuant to Sections
203 and
211 of the National Housing Act, a savings and loan association, a savings
bank,
a commercial bank, mortgage banker, credit union, insurance company or
similar
banking institution which is supervised and examined by a federal or state
authority or (ii) acquired by the Company or its affiliates directly through
loan brokers or correspondents such that (a) the Mortgage Loan was originated
in
conformity with the Underwriting Guidelines and (b) the Company or its
affiliates approved the Mortgage Loan prior to funding;
23. Other
than with respect to Mortgage Loans which permit the payment of interest
only,
principal payments on the Mortgage Loan are scheduled to commence no more
than
sixty days after the proceeds of the Mortgage Loan are disbursed. The Mortgage
Loan bears interest at the Mortgage Interest Rate. The Mortgage Note is
payable
on the first day of each month in Monthly Payments. Interest on the Mortgage
Loan is calculated on the basis of a 360-day year consisting of twelve
30-day
months. The Mortgage Note does not permit negative amortization;
24. The
origination and collection practices used by the Company and the Servicer,
as
applicable, with respect to each Mortgage Note and Mortgage have been in
all
respects legal, proper, reasonable and customary in the mortgage origination
and
servicing industry. The Mortgage Loan has been serviced by the Servicer
and any
predecessor servicer in accordance with the terms of the Mortgage Note
and
applicable law. With respect to escrow deposits and Escrow Payments (other
than with respect to each Mortgage Loan which is indicated by the Seller
to be a
Second Lien Mortgage Loan and for which the mortgagee under the First Lien
is
collecting Escrow Payments (as reflected on the Mortgage Loan
Schedule)),
if any,
all such payments (so long as the Company is acting as Servicer) are in
the
possession of, or under the control with, the Servicer, and there exist
no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due the Servicer have been capitalized under
any
Mortgage or the related Mortgage Note;
25. As
of the
related Closing Date, the Mortgaged Property is free of material damage
and
waste and there is no proceeding pending for the total or partial condemnation
thereof;
26. The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. As of
the related Closing Date, since the date of origination of the Mortgage
Loan,
the Mortgaged Property has not been subject to any bankruptcy proceeding
or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor, which would materially interfere with the right to sell
the
Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage.
As of the related Closing Date, the Mortgagor has not notified the Servicer
or
the Company and the Company or the Servicer has no knowledge of any relief
requested or allowed to the Mortgagor under the Servicemembers Civil Relief
Act
formerly known as the Soldiers and Sailors Civil Relief Act of
1940;
27. The
related Mortgaged Property is not a leasehold estate or, if such Mortgaged
Property is a leasehold estate, the remaining term of such lease is at
least
five (5) years greater than the remaining term of the related Mortgage
Note;
28. The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to
above;
29. The
Mortgage File contains an appraisal or insured AVM of the related Mortgaged
Property made prior to the approval of the Mortgage Loan. In the case of
an
appraisal it was made by a staff or third party qualified appraiser who
had no
interest, direct or indirect in the Mortgaged Property or in any loan made
on
the security thereof, whose compensation is not affected by the approval
or
disapproval of the Mortgage Loan, for whom no conflict of interest is present
and who met the minimum qualifications of USPAP;
30. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except
in
connection with a trustee’s sale after default by the Mortgagor;
31. No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(i)
paid or partially paid with funds deposited in any separate account established
by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (ii)
paid
by any source other than the Mortgagor or (iii) contains any other similar
provisions which may constitute a “buydown” provision. The Mortgage Loan is not
a graduated payment mortgage loan and the Mortgage Loan does not have a
shared
appreciation or other contingent interest feature;
32. The
Mortgagor has received all disclosure materials required by applicable
law with
respect to the making of a Refinanced Mortgage Loan, and evidence of such
receipt is and will remain in the Mortgage File;
33. The
Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
required to be delivered with respect to each Mortgage Loan pursuant to
the
Custodial Agreement, have been delivered to the Custodian all in compliance
with
the specific requirements of the Custodial Agreement;
34. As
of the
related Closing Date, the Mortgaged Property is lawfully occupied under
applicable law and if it is the borrower’s primary residence is not vacant
within ninety (90) days of the related Closing Date (with notice from and
proof
of such vacancy by the Purchaser); all inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of
the
Mortgaged Property and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy, have been made
or
obtained from the appropriate authorities;
35. The
Assignment of Mortgage, is in recordable form and (other than with respect
to
the blank assignee and the lack of mortgage recordation information) is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. When endorsed as provided for in this Agreement,
the Mortgage Notes will be duly endorsed under applicable law;
36. Any
principal advances made to the Mortgagor prior to the related Cut-off Date
have
been consolidated with the outstanding principal amount secured by the
Mortgage,
and the secured principal amount, as consolidated, bears a single interest
rate
and single repayment term. So long as the Company is acting as Servicer,
the
lien of the Mortgage securing the consolidated principal amount is expressly
insured as having (A)
first
lien priority with respect to each Mortgage Loan which is indicated by
the
Seller to be a First Lien (as reflected on the Mortgage Loan Schedule),
or (B)
second lien priority with respect to each Mortgage Loan which is indicated
by
the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
Loan
Schedule), in either case,
by a
title insurance policy, an endorsement to the policy insuring the mortgagee’s
consolidated interest or by other title evidence acceptable to Xxxxxx Xxx
and
Xxxxxxx Mac. So long as the Company is acting as Servicer, the consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;
37. No
Mortgage Loan has a balloon payment feature;
38. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project is not ineligible
under
Xxxxxx Mae’s eligibility requirements;
39. No
statement, report or other document constituting a part of the Mortgage
Loan
Documents contains any material untrue statement of fact or omits to state
a
fact necessary to make the statements contained therein not misleading
which
would, either individually or in the aggregate, have a material adverse
effect
on the value of the Mortgage Loans;
40. Each
Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code;
41. As
of the
related Closing Date, no Mortgage Loan has an LTV of more than
100%;
42. No
Mortgage Loan is a “high cost” mortgage loan, as defined under any applicable
state, local or federal predatory and abusive lending laws, including,
but not
limited to, the Georgia Fair Lending Act and Section 6 L of the New York
State
Banking Law;
43. With
respect to any Mortgage Loan which is a Texas Home Equity Loan, any and
all
requirements of Section 50, Article XVI of the Texas Constitution applicable
to
Texas Home Equity Loans which were in effect at the time of the origination
of
the Mortgage Loan have been complied with. Specifically, without limiting
the
generality of the foregoing: (i) all fees paid by the owner of the Mortgaged
Property or such owner’s spouse, to any person, that were necessary to
originate, evaluate, maintain, record, insure or service the Mortgage Loan
are
reflected in the closing statement for such Mortgage Loan; (ii) the Mortgage
Loan was closed only at the office of the mortgage lender, an attorney
at law,
or a title company; (iii) the mortgagee has not been found by a federal
regulatory agency to have engaged in the practice of refusing to make loans
because the applicants for the loans reside or the property proposed to
secure
the loans is located in a certain area; (iv) the owner of the Mortgaged
Property
was not required to apply the proceeds of the Mortgage Loan to repay another
debt except debt secured by the Mortgaged Property or debt to a lender
other
than the mortgagee; (v) the owner of the Mortgaged Property did not sign
any
documents or instruments relating to the Loan in which blanks were left
to be
filled in; and (vii) if discussions between the mortgagee and the Mortgagor
were
conducted primarily in a language other than English, the mortgagee provided
to
the owner of the Mortgaged Property, prior to closing, a copy of the notice
required by Section 50(g), Article XVI of the Texas Constitution translated
into
the written language in which the discussions were conducted;
44. All
notices, acknowledgments and disclosure statements required by Section
50,
Article XVI of the Texas Constitution applicable to Texas Home Equity Loans
are
contained in the Mortgage File for each such Mortgage Loan;
45. All
cash-out Mortgage Loans secured by real property in the state of Texas
shall be
made in accordance with Texas law;
46. The
Mortgage Loans are not subject to the requirement of the Home Ownership
and
Equity Protection Act of 1994 (“HOEPA”)
and no
Mortgage Loan is subject to, or in violation of, any applicable state or
local
law, ordinance or regulation similar to HOEPA and (2) (i) no Mortgage Loan
is a
“high cost” loan as defined by HOEPA or any other applicable predatory or
abusive lending laws and (ii) no Mortgage Loan is a “high cost home”, “covered”
(excluding home loans defined as “covered home loans” pursuant to clause (1) of
the definition of that term in the New Jersey Home Ownership Security Act
of
2002 that were originated between November 26, 2003 and July 7, 2004),
“high
risk home” or “predatory” loan under any other applicable state, federal or
local law (or similarly classified loan using different terminology under
a law
imposing heightened regulatory scrutiny or additional legal liability for
resident mortgage loans having high interest rates, points and/or
fees);
47. No
Mortgage Loan is a “covered home loan” pursuant to the New Jersey Home Ownership
Security Act of 2002;
48. With
respect to each Mortgage Loan subject to a Prepayment Charge, such Prepayment
Charge, at the time of the origination of the related Mortgage Loan, is
enforceable and in compliance with all applicable local, state and federal
law;
49. [Reserved];
50. As
of the
related Closing Date, the Mortgaged Property is being primarily used as
a
Residential Dwelling for residential purposes;
51. The
Company has obtained a life of loan, transferable real estate tax service
contract on each Mortgage Loan and such contract is assignable without
penalty,
premium or cost to the Purchaser;
52. The
Company has obtained a life of loan, transferable flood certification contract
for each Mortgage Loan and such contract is assignable without penalty,
premium
or cost to the Purchaser;
53. The
Mortgage Loans conform in all material respects to the Underwriting
Guidelines;
54. No
Mortgage Loan originated on or after October 1, 2002 and before March 7,
2003 is
secured by a Mortgaged Property located in the State of Georgia; No Mortgage
Loan that was originated on or after March 7, 2003, is a “high-cost home loan”
as defined under the Georgia Fair Lending Act;
55. No
proceeds from any Mortgage Loan were used to finance single-premium credit
insurance policies;
56. No
subprime Mortgage Loan originated on or after October 1, 2002 will impose
a
Prepayment Charge for a term in excess of three years; No Mortgage Loan
originated prior to such date nor any non-subprime Mortgage Loan will impose
prepayment charges in excess of five years;
57. In
connection with any Mortgage Loan, the Servicer has fully furnished, and
will
fully furnish in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (i.e., favorable
and
unfavorable) on its borrower credit files to Equifax, Experian and Trans
Union
Credit Information Company, on a monthly basis;
58. No
Mortgage Loan is a “high cost”, “covered” or similarly classified loans as
defined by the applicable federal, state or local predatory and abusive
lending
laws nor is any loan a High Cost Loan or Covered Loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary
Revised, which is now Version 5.6(d) Revised, Appendix E);
59. No
fraud
was committed in connection with the origination of any Mortgage Loan;
provided,
however,
the
Company does not represent or warrant the accuracy of the qualifying income
stated (provided that such stated income is not grossly unreasonable when
considering all relevant factors relating to such Mortgagor, including
without
limitation, geographic area, unique expertise, years in the field of employment,
etc) by the related Mortgagor(s) in connection with a Mortgage Loan that
does
not require income verification as defined in the Underwriting
Guidelines;
60. The
Mortgaged Property is in material compliance with all applicable environmental
laws, and is free from any and all toxic or hazardous substances, other
than
those commonly used for homeowner repair and maintenance and/or household
purposes, and there exists no pending action or proceeding directly involving
the Mortgaged Property in which compliance with any environmental law,
rule or
regulation is an issue;
61. The
Mortgage Loan was not prepaid in full prior to the related Closing Date
and the
Company has not received written notification from the Mortgagor that a
prepayment in full will be made following the Closing Date;
62. The
Company has materially complied with all applicable anti-money laundering
laws
and regulations, including without limitation the USA Patriot Act of
2001;
63. With
respect to any Mortgage Loan or the underlying security related thereto,
neither
the related Mortgage nor the related Mortgage Note requires the Mortgagor
to
submit to arbitration to resolve any dispute arising out of or relating
in any
way thereto; and
64. No
Mortgage Loan secured by a Mortgaged Property located in the State of Illinois
is in violation of the provisions of the Illinois Interest Act, including
Section 4.1a which provides that no Mortgage Loan with a Mortgage Interest
Rate
in excess of 8.0% per annum has lender-imposed fees (or other charges)
in excess
of 3.0% of the original principal balance of the related Mortgage
Loan.
65. With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a premium upon a prepayment prior to maturity: (a) prior to the mortgage
loan’s
origination, the borrower agreed to such premium in exchange for a monetary
benefit, including but not limited to a rate or fee reduction; (b) the
originator had a written policy of offering the borrower the option of
obtaining
a mortgage loan that did not require payment of such a premium unless the
mortgage loan that did not require payment of such a premium would be a
mortgage
loan that is a HOEPA loan or a high-cost home loan under any applicable
state or
local law and prohibited by the originator’s underwriting guidelines; (c) the
prepayment premium is adequately disclosed to the borrower pursuant to
applicable state and federal law; (d) no subprime loan originated on or
after
October 1, 2002 will impose a prepayment premium for a term in excess of
three
years, and any loans originated prior to such date and any non-subprime
loans
will not impose prepayment penalties in excess of five years; in each case
unless the loan was modified to reduce the prepayment period to no more
than
three years from the date of the note and the borrower was notified in
writing
of such reduction in prepayment period; and (e) notwithstanding any state
or
federal law to the contrary, the servicer shall not impose such prepayment
premium in any instance when the mortgage loan is accelerated or paid off
in
connection with the workout of a delinquent mortgage or due to the borrower’s
default.
66. No
Mortgage Loan mortgagor was encouraged or required to select a mortgage
loan
product offered by the originator which is a higher cost product designed
for a
less creditworthy mortgagor, unless at the time of the Mortgage Loan’s
origination, such mortgagor did not qualify taking into account credit
history
and debt-to income ratios for a lower-cost credit product then offered
by the
originator. A borrower who is able to qualify for one of the originator’s
standard products should be directed towards or offered the originator’s
standard mortgage line.
67. With
respect to any Mortgage Loan, the methodology used in underwriting the
extension
of credit for each mortgage loan did not rely on the extent of the borrower’s
equity in the collateral as the principal determining factor in approving
such
extension of credit. The methodology employed objective criteria that related
such facts as, without limitation, the borrower’s credit history, income, assets
or liabilities, to the proposed mortgage payment and, based on such methodology,
the originator made a reasonable determination that at the time of origination
the borrower had the ability to make timely payments on the mortgage loan.
68. With
respect to any Mortgage Loan, no borrower was charged “point and fees” in an
amount greater than (a) $1000 or (b) 5% of the principal amount of such
mortgage
loan, whichever is greater. For purposes of this representation, “points and
fees” (x) include origination, underwriting, broker and finder’s fees and
charges that the lender imposed as a condition of making the mortgage loan,
whether they are paid to the lender or a third party; and (y) exclude bona
fide
discount points, fees paid for actual services rendered in connection with
the
origination of the mortgage (such as attorneys’ fees, notaries fees and fees
paid for property appraisals, credit reports, surveys, title examinations
and
extracts, flood and tax certifications, and home inspections); the cost
of
mortgage insurance or credit-risk price adjustments; the costs of title,
hazard,
and flood insurance policies; state and local transfer taxes or fees; escrow
deposits for the future payment of taxes and insurance premiums; and other
miscellaneous fees and charges that, in total, do not exceed 0.25 percent
of the
loan amount.
69. [Reserved].
70. With
respect to each Mortgage Loan, no borrower obtained a prepaid single-premium
credit-life, credit disability, credit unemployment or credit property
insurance
policy in connection with the origination of the mortgage loan.
71. The
Seller or one of its affiliates as servicer for each Mortgage Loan, has
fully
furnished and will fully furnish, in accordance with the Fair Credit Reporting
Act and its implementing regulations, accurate and complete information
(e.g.,
favorable and unfavorable) on its borrower credit files to Equifax, Experian
and
Trans Union Credit Information Company or their successors (the “Credit
Repositories”) on a monthly basis.
72. With
respect to any Mortgage Loan originated on or after August 1, 2004, neither
the
related Mortgage nor the related Mortgage Note requires the borrower to
submit
to arbitration to resolve any dispute arising out of or relating in any
way to
the mortgage loan transaction.
73. No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related
Mortgage
Interest Rate (that would be effective once the introductory rate expires,
with
respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
than
2.25% the yield on United States Treasury securities having comparable
periods
of maturity to the maturity of the related Mortgage Loan as of the fifteenth
day
of the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
Loan
is in the "borrower's interest," as documented by a "borrower's interest
worksheet" for the particular Mortgage Loan, which worksheet incorporates
the
factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and otherwise
complies in all material respects with the laws of the Commonwealth of
Massachusetts.
74. No
Mortgage Loan is secured by manufactured housing.
75. With
respect to each Mortgage Loan which is a Second Lien, (i) the related First
Lien
does not provide for negative amortization, (ii) either no consent for
the
Mortgage Loan is required by the holder of the First Lien or such consent
has
been obtained and is contained in the Mortgage File and (iii) such Second
Lien
is on a Residential Dwelling that is (or will be) the principal residence
of the
Mortgagor upon origination of the Second Lien.
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 8, 2006, (“Agreement”)
among
Citigroup Global Markets Realty Corp. (“Assignor”),
Citigroup Mortgage Loan Trust Inc. (“Assignee”)
and
National City Mortgage Co. (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Master Mortgage Loan Purchase
and
Interim Servicing Agreement dated as of March 1, 2006 (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations
of the
Assignor under the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
the trust created pursuant to a Pooling and Servicing Agreement, dated
as of
August 1, 2006 (the “Pooling
Agreement”),
among
the Assignee, Citibank, N.A. (the “Trust Administrator”), U.S. Bank, National
Association, as trustee (including its successors in interest and any successor
trustees under the Pooling Agreement, the “Trustee”),
and
Ameriquest Mortgage Company, Xxxxx Fargo Bank, N.A. and JPMorgan Chase
Bank,
National Association (each, a “Servicer”). The Company hereby acknowledges and
agrees that from and after the date hereof (i) the Trust will be the owner
of the Mortgage Loans, (ii) the Company shall look solely to the Trust for
performance of any obligations of the Assignor insofar as they relate to
the
enforcement of the representations, warranties and covenants with respect
to the
Mortgage Loans, (iii) the Trust (including the Trustee, the Trust
Administrator and a Servicer acting on the Trust’s behalf) shall have all the
rights and remedies available to the Assignor, insofar as they relate to
the
Mortgage Loans, under the Purchase Agreement, including, without limitation,
the
enforcement of the document delivery requirements and remedies with respect
to
breaches of representations and warranties set forth in the Purchase Agreement,
and shall be entitled to enforce all of the obligations of the Company
thereunder insofar as they relate to the Mortgage Loans, and (iv) all
references to the Purchaser (insofar as they relate to the rights, title
and
interest and, with respect to obligations of the Purchaser, only insofar
as they
relate to the enforcement of the representations, warranties and covenants
of
the Company) or the Custodian under the Purchase Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
the Trustee, the Trust Administrator and a Servicer acting on the Trust’s
behalf). Neither the Company nor the Assignor shall amend or agree to amend,
modify, waive, or otherwise alter any of the terms or provisions of the
Purchase
Agreement which amendment, modification, waiver or other alteration would
in any
way affect the Mortgage Loans or the Company’s performance under the Purchase
Agreement with respect to the Mortgage Loans without the prior written
consent
of the Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) Attached
hereto as Exhibit C is a true and accurate copy of the representations
and
warranties in Sections 7.01 and 7.02 of the Purchase Agreement, which Purchase
Agreement is in full force and effect as of the date hereof and the provisions
of which have not been waived, amended or modified in any respect, nor
has any
notice of termination been given thereunder;
(b) The
Company is duly organized, validly existing and in good standing under
the laws
of the jurisdiction of its incorporation;
(c) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company
of this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee,
will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other
similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(d) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement;
(e) There
is
no action, suit, proceeding or investigation pending or, to the company’s actual
knowledge, threatened against the Company, before any court, administrative
agency or other tribunal, which would draw into question the validity of
this
Agreement or the Purchase Agreement, or which, either in any one instance
or in
the aggregate, would result in any material adverse change in the ability
of the
Company to perform its obligations under this Agreement or the Purchase
Agreement, and the Company is solvent;
(f) No
Mortgage Loan is a balloon mortgage loan that has an original stated maturity
of
less than seven (7) years; and
(g) With
respect to the Group I Mortgage Loans:
(i) No
refinance or purchase money Mortgage Loan has an APR or total points and
fees
that exceed the thresholds set by the Home Ownership and Equity Protection
Act
of 1994 (“HOEPA”) and its implementing regulations, including 12 CFR§
226.32(a)(1)(i) and no Mortgage Loan is in violation of any comparable
state
law;
(ii) No
Mortgage Loan in the trust is a “high cost home,” “covered” (excluding home
loans defined as “covered home loans” in the New Jersey Home Ownership Security
Act of 2002 that were originated between November 26, 2003 and July 7,
2004),
“high risk home” or “predatory” loan under any other applicable state, federal
or local law (or a similarly classified loan using different terminology
under a
law imposing heightened regulatory scrutiny or additional legal liability
for
residential mortgage loans having high interest rates, points and/or
fees);
(iii) With
respect to any subordinate lien Mortgage Loan, such lien is on a one- to
four-family residence that is (or will be) the principal residence of the
borrower;
(iv) No
subordinate lien Mortgage Loan underlying the Security has an original
principal
balance that exceeds one-half of the one-unit limitation for first lien
mortgage
loans, i.e., $208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750),
without regard to the number of units; and
(v) The
original principal balance of the first lien Mortgage Loan plus the original
principal balance of any subordinate lien Mortgage Loans relating to the
same
mortgaged property does not exceed the applicable Xxxxxxx Mac loan limit
for
first lien mortgage loans for that property type.
4. Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee and the Trust,
that the
representations and warranties set forth in Sections 7.01 and 7.02 of the
Purchase Agreement, are true and correct as of the date hereof as if such
representations and warranties were made on the date hereof, except that
the
representation and warranty set forth in Section 7.02(i) shall, for purposes
of
this Agreement, relate to the Mortgage Loan Schedule attached
hereto.
5. The
Assignor hereby makes the following representations and warranties as of
the
date hereof:
(a)
Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(b) None
of
the Mortgage Loans are High Cost as defined by any applicable predatory
and
abusive lending laws;
(c) No
Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such
terms
are defined in the then current Standard & Poor’s LEVELS®
Glossary
which is now Version 5.6c Revised, Appendix E); and
(d) The
original principal balance of each Group I Mortgage Loan is within Xxxxxxx
Mac’s
dollar amount limits for conforming one-to-four-family mortgage
loans.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee, the Trust
Administrator and a Servicer acting on the Trust’s behalf) in connection with
any breach of the representations and warranties made by the Company set
forth
in Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of
the
Purchase Agreement as if they were set forth herein (including without
limitation the repurchase and indemnity obligations set forth therein).
In
addition, the Company hereby acknowledges and agrees that any breach of
the
representations set forth in Section 7.02 (liv), (lvii), (lxiii), (lxiv),
(lxv),
(lxvi), (lxviii), (lxix) and (lxx) of the Purchase Agreement and in Section
3
(g) herein shall be deemed to materially and adversely affect the value
of the
related mortgage loans or the interests of the Trust in the related mortgage
loans.
The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee, the Trust Administrator
and a
Servicer acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Assignor set forth in Section
5
hereof shall be as set forth in Section 2.03 of the Pooling Agreement as
if they
were set forth herein. In addition, the Assignor hereby acknowledges and
agrees
that any breach of the representations set forth in Section 5 (a) and (d)
hereof
shall be deemed to materially and adversely affect the value of the related
mortgage loans or the interests of the Trust in the related mortgage
loans.
Notwithstanding
the foregoing, the Assignor may, at its option, satisfy any obligation
of the
Company with respect to any breach of representation and warranty made
by the
Company regarding the Mortgage Loans.
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee, the Trust
Administrator and a Servicer acting on the Trust’s behalf). Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall,
without
the requirement for any further writing, be deemed Assignor, Assignee or
Company, respectively, hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13. [Reserved].
14. [Reserved].
15. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
| CITIGROUP GLOBAL MARKETS REALTY CORP. | ||
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| CITIGROUP MORTGAGE LOAN TRUST INC. | ||
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| NATIONAL CITY MORTGAGE CO. | ||
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EXHIBIT
A
Mortgage
Loan Schedule
EXHIBIT
B
[Reserved]
EXHIBIT
C
Subsection
7.01. Representations
and Warranties Respecting the Seller.
The
Seller represents, warrants and covenants to the Purchaser as of the initial
Closing Date, each subsequent Closing Date and each Servicing Transfer
Date:
(i)
The
Seller is a Delaware corporation duly organized, validly existing and
in good standing under the laws of Delaware and is an operating
subsidiary of National City Bank of Indiana. As a national bank operating
subsidiary the Seller is regulated by the Office of the Comptroller of
the
Currency and is subject to applicable laws and regulations. The Seller has
any licenses necessary to carry out its business as now being conducted;
or is
licensed and qualified to transact business in and is in good standing
under the
laws of each state in which any Mortgaged Property is located; or is otherwise
exempt under applicable law from such licensing or qualification; or is
otherwise not required under applicable law to effect such licensing or
qualification, and in any event the Seller is in compliance with the applicable
laws of any such state to the extent necessary to ensure the enforceability
of
each Mortgage Loan and the servicing of the Mortgage Loans in accordance
with
the terms of this Agreement;. No licenses or approvals obtained by Seller
have
been suspended or revoked by any court, administrative agency, arbitrator
or
governmental body and no proceedings are pending which might result in
such
suspension or revocation;
(ii)
The
Seller has the full power and authority to hold each Mortgage Loan, to
sell each
Mortgage Loan, and to execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement. The Seller
has duly
authorized the execution, delivery and performance of this Agreement, has
duly
executed and delivered this Agreement, and this Agreement, assuming due
authorization, execution and delivery by the Purchaser, constitutes a legal,
valid and binding obligation of the Seller, enforceable against it in accordance
with its terms except as the enforceability thereof may be limited by
bankruptcy, insolvency or reorganization and subject to the rules of equity,
including those pertaining to specific performance;
(iii)
The
execution and delivery of this Agreement by the Seller and the performance
of
and compliance with the terms of this Agreement will not violate the Seller's
articles of incorporation or by-laws or constitute a default under or result
in
a breach or acceleration of, any material contract, agreement or other
instrument to which the Seller is a party or which may be applicable to
the
Seller or its assets;
(iv)
The
Seller is not in violation of, and the execution and delivery of this Agreement
by the Seller and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or
decree
of any court or any order or regulation of any federal, state, municipal
or
governmental agency having jurisdiction over the Seller or its assets,
which
violation 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;
(v)
The
Seller is an approved seller/servicer of Conventional Mortgage Loans for
Xxxxxx
Xxx and Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant
to
Section 203 of the National Housing Act. The Seller is in good standing
to
originate and service FHA and VA loans and has facilities, procedures and
experienced personnel necessary for the sound servicing of mortgage loans
of the
same type as the FHA Loans and the VA Loans. No event has occurred, including
but not limited to a change in insurance coverage, which would make the
Seller
unable to comply with Fannie Mac, Xxxxxxx Mac, HUD, FHA or VA eligibility
requirements or which would require notification to Xxxxxx Mae, Xxxxxxx
Mac,
HUD, FHA
or
VA;
(vi)
The
Seller does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this Agreement;
(vii)
The
Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
required to be delivered with respect to each Mortgage Loan pursuant to
the this
Agreement, have been delivered to the Purchaser all in compliance with
the
specific requirements of the this Agreement. With respect to each Mortgage
Loan,
the Seller is in possession of a complete Mortgage File in compliance with
Exhibit
4.
(viii)
Immediately prior to the payment of the Purchase Price for each Mortgage
Loan,
the Seller was the owner of record of the related Mortgage and the indebtedness
evidenced by the related Mortgage Note and upon the payment of the Purchase
Price by the Purchaser, in the event that the Seller retains record title
during
the Interim Servicing Period, the Seller shall retain such record title
to each
Mortgage, each related Mortgage Note and the related Mortgage Files with
respect
thereto in trust for the Purchaser as the owner thereof and only for the
purpose
of servicing and supervising the servicing of each Mortgage Loan;
(ix)
There are no actions or proceedings against, or investigations of, the
Seller
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
Loans or the consummation of the transactions contemplated by this Agreement
or
(C) that might prohibit or materially and adversely affect the performance
by
the Seller of its obligations under, or validity or enforceability of,
this
Agreement;
(x)
No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Seller
of,
or compliance by the Seller with, this Agreement or the consummation of
the
transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained prior
to
the related Closing Date;
(xi)
The
consummation of the transactions contemplated by this Agreement are in
the
ordinary course of business of the Seller, and the transfer, assignment
and
conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
to
this Agreement are not subject to the bulk transfer or any similar statutory
provisions;
(xii)
The
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;
(xiii)
Neither this Agreement nor any written statement, report or other document
prepared and furnished or to be prepared and furnished by the Seller pursuant
to
this Agreement or in connection with the transactions contemplated hereby
contains any untrue statement of material fact or omits to state a material
fact
necessary to make the statements contained herein or therein not
misleading;
(xiv)
The
Seller used no adverse selection procedures in selecting the Mortgage Loans
from
among the outstanding Conventional, FHA insured or VA guaranteed mortgage
loans
in the Seller's portfolio at the related Closing Date as to which the
representations and warranties set forth in this Subsection 7.01 could
be made;
and
(xv) The
Seller is a member of MERS in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
with MERS.
Subsection 7.02.
Representations and Warranties Regarding Individual Mortgage Loans.
The
Seller hereby represents and warrants to the Purchaser that, as to each
Mortgage
Loan, as of the related Closing Date and the Servicing Transfer Date for
such
Mortgage Loan:
(i)
The
information set forth in the Mortgage Loan Schedule is complete, true
and correct:
(ii)
All
payments required to be made up to the close of business on the Cut- off
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 default in any payment
by the
Mortgagor thereunder during the last twelve (12) months;
(iii)
There are no delinquent taxes, ground rents, water charges, sewer rents,
assessments, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
related Mortgaged Property;
(iv)
The
terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except (a) in the case of a Conventional
Mortgage Loan, by written instrument, recorded in the applicable public
recording office 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, if any, and the title insurer, to the extent required
by the
related policy, and (b) in the case of an FHA Loan or a VA Loan, by written
instrument, and the substance of any such waiver, alteration or modification
has
been approved by the FHA or the VA, as the case may be, to the extent required
by the applicable Insurance Agreement, and in any event the substance of
any
waiver, alteration or modification is reflected on the Mortgage Loan Schedule.
No instrument of waiver, alteration or modification has been executed,
and no
Mortgagor has been released, in whole or in part, except in connection
with an
assumption agreement approved by the insurer under the Primary Insurance
Policy,
if any, and the title insurer, to the extent required by the policy, and
which
assumption agreement has been delivered to the Purchaser and the terms
of which
are reflected in the Mortgage Loan Schedule;
(v)
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;
(vi)
All
buildings upon the Mortgaged Property are insured by a generally acceptable
insurer against loss by fire, hazards of extended coverage and such other
hazards as are customary in the area where the Mortgaged Property is located,
pursuant to insurance policies conforming to the requirements of the Servicing
Addendum. All such insurance policies contain a standard mortgagee clause
naming
the Seller, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
Flood
Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance
has
been made available), a flood insurance policy meeting the requirements
of the
current guidelines of the Federal Insurance Administration is in effect,
which
policy conforms to the requirements of Xxxxxx Mae and Xxxxxxx Mac. The
Mortgage
obligates the Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
cost and expense and to seek reimbursement therefor from the Mortgagor;
(vii)
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 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;
(viii)
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, except in connection with an assumption agreement which has been
delivered to the Purchaser and which has been approved (a) in the case
of a
Conventional Mortgage Loan, by the insurer under the Primary Insurance
Policy,
if any, and (b) in the case of an FHA Loan or a VA Loan, by the FHA or
the VA,
as the case may be, to the extent required by the applicable Insurance
Agreement; and, in any event, any such release is reflected on the Mortgage
Loan
Schedule;
(ix)
The
Mortgage is a valid, existing and enforceable first lien on the Mortgaged
Property, including all improvements on the Mortgaged Property subject
only to
(a) the lien of current real property taxes and assessments not yet due
and
payable, (b) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording being
acceptable to mortgage lending institutions generally and the FHA or the
VA, as
the case may be, 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, and (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 which shall not in any way prevent realization of the benefits
of
any FHA Insurance Contract or VA Guaranty Agreement, if applicable. Any
security
agreement, chattel mortgage or equivalent document related to and delivered
in
connection with the Mortgage Loan establishes and creates a valid, existing
and
enforceable first lien and first priority security interest on the property
described therein and the Seller has full right to sell and assign the
same to
the Purchaser. The Mortgaged Property was not, as of the date of origination
of
the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure
debt or
other security instrument creating a lien subordinate to the lien of the
Mortgage;
(x)
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;
(xi)
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;
(xii)
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;
(xiii)
As
of the Closing Date, the Seller is the sole legal, beneficial and equitable
owner of the Mortgage Note and the Mortgage and has full right to transfer
and
sell the Mortgage Loan to the Purchaser free and clear of any encumbrance,
equity, lien, pledge, charge, claim or security interest;
(xiv)
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): (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;.
(xv)
The
Mortgage Loan is covered by an American Land Title Association lender's
title
insurance policy acceptable to Xxxxxx Xxx or Xxxxxxx Mac, issued by a title
insurer acceptable to (a) Xxxxxx Mae and Xxxxxxx Mac, in the case of a
Conventional Mortgage Loan and (b) the FHA or the VA, as the case may be,
in the
case of an FHA Loan or a VA Loan, and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject
to the
exceptions contained in (a) and (b) above) 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 against any loss by reason of the invalidity
or
unenforceability of the lien resulting from, in the case of an Adjustable
Rate
Mortgage Loan, the provisions of the related 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;
(xvi)
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; provided
that,
in the case of an FHA Loan or a VA Loan, a waiver may have been given if
it was
pursuant to a written instrument, and the substance of such waiver has
been
approved by the FHA or the VA, as the case may be, to the extent required
by the
applicable Insurance Agreement, and is reflected on the Mortgage Loan Schedule;
(xvii)
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;
(xviii)
All improvements which were considered in determining the Appraised Value
of the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property. Each appraisal has been
performed in accordance with the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989;
(xix)
The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar institution which is supervised
and
examined by a federal or state authority, or by a mortgagee approved as
such by
the Secretary of HUD, or an approved correspondent of the Seller;
(xx)
Principal payments on the Mortgage Loan commenced no more than sixty (60)
days
after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan
bears
interest at the Mortgage Interest Rate. With respect to each Fixed Rate
Mortgage
Loan, the Mortgage Note is payable on the first day of each month in equal
monthly installments of principal and interest, with interest in arrears,
providing for full amortization by maturity over a scheduled term of not
more
than thirty (30) years. With respect to each Adjustable Rate Mortgage Loan,
the
Mortgage Note is payable on the first day of each month in Monthly Payments
which are changed on each Adjustment Date to an amount which will fully
amortize
the Unpaid Principal Balance of the Mortgage Loan over its remaining term
at the
Mortgage Interest Rate. The Mortgage Note does not permit negative amortization.
No Mortgage Loan had an original term to maturity of more than thirty (30)
years. No Mortgage Loan is a balloon mortgage loan;
(xxi)
The
origination 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
the terms
of the Mortgage Note. With respect to escrow deposits and Escrow Payments,
if
any, all such payments are in the possession of, or under the control of,
the
Seller and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made. No escrow
deposits or Escrow Payments or other charges or payments due the Seller
have
been capitalized under any Mortgage or the related Mortgage Note;
(xxii)
The Mortgaged Property is free of damage and waste and is in good repair,
there
is no proceeding pending for the total or partial condemnation thereof
nor is
such a proceeding currently occurring;
(xxiii)
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 is not subject to any bankruptcy proceeding
or foreclosure proceeding and the Mortgagor has not filed for protection
under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage. The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers’ Civil
Relief Act;
(xxiv)
The Mortgage Loan was underwritten in accordance with underwriting standards
which are acceptable to Xxxxxx Xxx, Xxxxxxx Mac and GNMA, as applicable,
in
accordance with Seller's guidelines in effect at the time the Mortgage
Loan was
originated. The Mortgage Loan is saleable to Xxxxxx Mae, Xxxxxxx Mac and
GNMA,
as applicable, on a non-recourse basis. The Mortgage Note and Mortgage
are on
forms acceptable to Xxxxxx Mae and Xxxxxxx Mac;
(xxv)
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
(ix) above;
(xxvi)
The Mortgage File contains an appraisal of the related Mortgaged Property
which
was on appraisal form 1004 or form 2055 with an interior inspection and
made and
signed, prior to the approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Seller, who had no interest, direct or
indirect
in the Mortgaged Property or in any loan made on the security thereof,
whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of Xxxxxx Mae and Xxxxxxx Mac. Each
appraisal of the Mortgage Loan was made in accordance with the relevant
provisions of the Financial Institutions Reform, Recovery, and Enforcement
Act
of 1989;
(xxvii)
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;
(xxviii) 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;
(xxix)
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 adjustable rate mortgage loans and rescission materials with
respect
to Refinanced Mortgage Loans, and such statement is and will remain
in
the Mortgage File;
(xxx)
Reserved
(xxxi)
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;
(xxxii)
Each Mortgage Loan with an LTV at origination in excess of 80% is and will
be
subject to a Primary Insurance Policy, issued by an insurer acceptable
to Xxxxxx
Mae and Xxxxxxx Mac, which insures as to payment defaults that portion
of the
Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged
Property required by Xxxxxx Mae. All provisions of such Primary Insurance
Policy
have been and are being complied with, such policy is in full force and
effect,
and all premiums due thereunder have been paid. Any Mortgage subject to
any such
Primary Insurance Policy obligates the Mortgagor thereunder to maintain
such
insurance and to pay all premiums and charges in connection therewith.
The
Mortgage Interest Rate for the Mortgage Loan does not include any such
insurance
premium. In the case of an FHA Loan or VA Loan, the Mortgage is either
guaranteed by the VA to the maximum extent permitted by law or is fully
insured
by the FHA and all necessary steps have been taken to make and keep such
guaranty or insurance valid, binding and enforceable and the applicable
Insurance Agreement is the binding, valid and enforceable obligation of
the VA
or the FHA, as the case may be, to the full extent thereof, without surcharge,
set-off or defense;
(xxxiii)
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, have been made or obtained from the appropriate authorities;
(xxxiv)
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,
and no
action has been taken or failed to be taken, no event has occurred and
no state
of facts exists or has existed on or prior to the Closing Date (whether
or not
known to the Seller on or prior to such date) which has resulted or will
result
in an exclusion from, denial of, or defense to coverage under any Primary
Insurance Policy (including, without limitation, any exclusions, denials
or
defenses which would limit or reduce the availability of the timely payment
of
the full amount of the loss otherwise due thereunder to the insured) whether
arising out of actions, representations, errors, omissions, negligence,
or fraud
of the Seller, the related Mortgagor or any party involved in the application
for such coverage, including the appraisal, plans and specifications and
other
exhibits or documents submitted therewith to the insurer under such insurance
policy, or for any other reason under such coverage, but not including
the
failure of such insurer to pay by reason of such insurer's breach of such
insurance policy or such insurer's financial inability to pay;
(xxxv)
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;
(xxxvi)
Any principal advances made to the Mortgagor prior to the Cut-off Date
have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest
rate and
single repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having first 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;
(xxxviii)
Interest on each Mortgage Loan is calculated on the basis of a 360-day
year
consisting of twelve 30-day months;
(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 is acceptable
to Xxxxxx Mae and Xxxxxxx Mac;
(xl)
The
Mortgage Loan was not prepaid in full prior to the related Closing Date
and with
the exception of payoff inquiries, the Seller has not received any notification
from a Mortgagor that a prepayment in full shall be made after such Closing
Date;
(xli)
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;
(xlii)
No
Mortgage Loan is a predatory loan, a HOEPA Loan, a loan specially regulated
under any applicable state law due to its interest rate 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);
(xliii) Each
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the related Mortgage Loan in the event
the
related Mortgaged Property is sold or transferred without the prior consent
of
the mortgagee thereunder;
(xliv) 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;
(xlv) 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;
(xlvi) 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 or has
been
delivered for recording to the applicable recording office. 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;
(xlvii) 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.
(xlviii) 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);
(xlix) No
Mortgage Loan is a Convertible Mortgage Loan. The Mortgage Loan is not
a
graduated payment mortgage loan, and the Mortgage Loan does not have a
shared
appreciation or other contingent interest feature;
(l) 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;
(li) Unless
otherwise set forth on the Mortgage Loan Schedule, the source of the down
payment with respect to each Mortgage Loan has been fully verified by the
Seller;
(lii) 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;
(liii) 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;
(liv) No
Mortgage Loan is secured by cooperative housing, commercial property,
manufactured housing, a mobile home or mixed use property;
(lv) Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Securitization Transaction without unreasonable credit enhancement;
(lvi) 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;
(lvii) No
Mortgage Loan originated or modified on or after October 1, 2002 and prior
to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia. No Mortgage Loan originated on or after March 7, 2003 is a “high cost
home loan” as defined under the Georgia Fair Lending Act.
(lviii) 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;
(lix) 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;
(lx) 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;
(lxi) 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;
(lxii) With
respect to each Mortgage Loan Package, no Mortgagor is the obligor on more
than
two Mortgage Notes;
(lxiii) 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 October 1,
2002, the
duration of the prepayment period shall not exceed three (3) years from
the date
of the Mortgage Note, unless the Mortgage Loan was modified to reduce the
prepayment period to no more than three years from the date of the Mortgage
Note
and the Mortgagor was notified in writing of such reduction in the prepayment
period, (v) no Mortgage Loan originated prior to October 1, 2002 has a
Prepayment Charge longer than five years and (vi) notwithstanding any state
or
federal law to the contrary, the Seller shall not impose such Prepayment
Charge
in any instance when the Mortgage Loan is accelerated or paid off in connection
with the workout of a delinquent mortgage or due to the Mortgagor’s default.
Each Prepayment Charge is permissible, collectable and enforceable.
(lxiv) No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no tangible net benefit to the Mortgagor, were employed in connection
with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with the anti-predatory lending eligibility for purchase requirements of
Xxxxxx
Mae’s Selling Guide. No Mortgagor was encouraged or required to select a
Mortgage Loan product offered by the Mortgage Loan’s originator which is a
higher cost product designed for less creditworthy borrowers, unless at
the time
of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into
account credit history and debt to income ratios for a lower cost credit
product
then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage
Loan’s originator. If, at the time of the related loan application, the
Mortgagor may have qualified for a lower cost credit product then offered
by any
mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
Loan’s originator referred the Mortgagor’s application to such affiliate for
underwriting consideration;
(lxv) 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;
(lxvi) All
points and fees related to each Mortgage Loan were disclosed in writing
to the
related Borrower in accordance with applicable state and federal laws and
regulations. No Borrower was charged “points and fees” (whether or not financed)
in an amount greater than (a) $1,000 or (b) 5% of the principal amount
of such
Mortgage Loan, whichever is greater, such 5% limitation is calculated in
accordance with Xxxxxx Mae’s anti-predatory lending requirements as set forth in
the Xxxxxx Xxx Guides. For purposes of this representation, “points and fees”
(x) include origination, underwriting, broker and finder’s fees and charges that
the lender imposed as a condition of making the Mortgage Loan, whether
they are
paid to the lender or a third party, and (y) exclude bona fide discount
points,
fees paid for actual services rendered in connection with the origination
of the
mortgage (such as attorneys’ fees, notaries fees and fees paid for property
appraisals, credit reports, surveys, title examinations and extracts, flood
and
tax certifications, and home inspections); the cost of mortgage insurance
or
credit-risk price adjustments; the costs of title, hazard, and flood insurance
policies; state and local transfer taxes or fees; escrow deposits for the
future
payment of taxes and insurance premiums; and other miscellaneous fees and
charges that, in total, do not exceed 0.25 percent of the loan amount.
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
each Mortgage Loan were disclosed in writing to the related Mortgagor in
accordance with applicable state and federal laws and regulations;
(lxvii) The
Seller will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Seller agrees it shall report one of the following statuses each month
as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxviii) No
Mortgagor was required to purchase any single premium credit insurance
policy
(e.g. life, mortgage, disability, accident, unemployment, or health insurance
product) or debt cancellation agreement as a condition of obtaining the
extension of credit. No Mortgagor obtained a prepaid single premium credit
insurance policy (e.g. life, mortgage, disability, accident, unemployment,
or
health insurance product) in connection with the origination of the Mortgage
Loan, and no proceeds from any Mortgage Loan were used to purchase
single-premium credit insurance policies or debt cancellation agreements
as part
of the origination of, or as a condition to closing, such Mortgage Loan;
(lxix) 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; and
(lxx) With
respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the Mortgage Loan; No
Mortgagor
agreed to submit to arbitration to resolve any dispute arising out of or
relating in any way to the Mortgage Loan.
MORTGAGE
LOAN PURCHASE AGREEMENT
This
is a
Mortgage Loan Purchase Agreement (the “Agreement”), dated August 8, 2006,
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 2006-HE2
(the
“Certificates”). The Certificates will consist of nineteen classes of
certificates. The Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of August 1, 2006 (the “Pooling and Servicing
Agreement”), among the Purchaser as depositor, Ameriquest Mortgage Company,
Xxxxx Fargo Bank, N.A. and JPMorgan Chase Bank, National Association, each
as a
servicer, Citibank, N.A. as trust administrator 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
August
30, 2006 (the “Closing Date”), certain conventional residential mortgage loans
(the “Mortgage Loans”) originated by Quick Loan Funding, Inc. (“Quick Loan”),
MortgageIT, Inc. (“MortgageIT”) and Mandalay Mortgage, LLC (“Mandalay”) (each,
an “Originator”, and collectively, the “Originators”), having an aggregate
principal balance as of the close of business on August 1, 2006 (the “Cut-off
Date”) of $[__________] (the “Closing Balance”), after giving effect to all
payments due on the Mortgage Loans on or before the Cut-off Date, whether
or not
received.
SECTION
2. Mortgage
Loan Schedule.
The
Purchaser and the Seller have agreed upon which of the mortgage loans owned
by
the Seller are to be purchased by the Purchaser pursuant to this Agreement
and
the Seller will prepare or cause to be prepared on or prior to the Closing
Date
a final schedule (the “Closing Schedule”) that together shall describe such
Mortgage Loans and set forth all of the Mortgage Loans to be purchased
under
this Agreement. The Closing Schedule will conform to the requirements set
forth
in this Agreement and to the definition of “Mortgage Loan Schedule” under the
Pooling and Servicing Agreement. The Closing Schedule shall be used as
the
Mortgage Loan Schedule under the Pooling and Servicing Agreement and shall
be
prepared by the Seller based on information provided by the
Originators.
SECTION
3. Consideration.
(a) In
consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
shall, as described in Section 7, pay to or upon the order of the Seller
in
immediately available funds a certain amount (the “Mortgage Loan Purchase
Price”).
(b) The
Purchaser or any assignee, transferee or designee of the Purchaser shall
be
entitled to all scheduled payments of principal due after the Cut-off Date,
all
other payments of principal due and collected after the Cut-off Date, and
all
payments of interest on the Mortgage Loans allocable to the period after
the
Cut-off Date. All scheduled payments of principal and interest due on or
before
the Cut-off Date and collected after the Cut-off Date shall belong to the
Seller.
(c) Pursuant
to the Pooling and Servicing Agreement, the Purchaser will assign all of
its
right, title and interest in and to the Mortgage Loans, together with its
rights
under this Agreement, to the Trustee for the benefit of the related
Certificateholders.
SECTION
4. Transfer
of the Mortgage Loans.
(a) Possession
of Mortgage Files.
The
Seller does hereby sell, transfer, assign, set over and convey to the Purchaser,
without recourse but subject to the terms of this Agreement, all of its
right,
title and interest in, to and under the Mortgage Loans. 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;
(ii) 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,
each
Servicer or the Purchaser, 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.
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
Interim Servicing Agreement dated as of March 1, 2005, as amended and restated
to and including November 1, 2005, between MortgageIT and the Seller (the
“MortgageIT Servicing Agreement”), the Master Mortgage Loan Purchase and Interim
Servicing Agreement, dated as of October 31, 2005, between the Seller and
Quick
Loan (the “Quick Loan Servicing Agreement”), and the Master Mortgage Loan
Purchase and Interim Servicing Agreement, dated as of June 1, 2006, between
the
Seller and Mandalay (the “Mandalay Servicing Agreement,” and collectively with
the Mortgage IT Servicing Agreement and the Quick Loan Servicing 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 5.6c 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.
(vii) The
original principal balance of each Group I Mortgage Loan is within Xxxxxxx
Mac’s
dollar amount limits for conforming one-to-four-family mortgage
loans.
(viii) No
refinance or purchase money Group I Mortgage Loan has an APR or total points
and
fees that exceed the thresholds set by the Home Ownership and Equity Protection
Act of 1994 (“HOEPA”) and its implementing regulations, including 12 CFR§
226.32(a)(1)(i) and (ii) and no Mortgage Loan is in violation of any comparable
state law.
(ix) No
borrower under a Group I Mortgage Loan was charged “points and fees” in an
amount greater than (a) $1,000 or (b) 5% of the principal amount of such
Mortgage Loan, whichever is greater. For purposes of this representation,
“points and fees” (x) include origination, underwriting, broker and finder’s
fees and charges that the lender imposed as a condition of making the mortgage
loan, whether they are paid to the lender or a third party; and (y) exclude
bona
fide discount points, fees paid for actual services rendered in connection
with
the origination of the mortgage (such as attorneys’ fees, notaries fees and fees
paid for property appraisals, credit reports, surveys, title examinations
and
extracts, flood and tax certifications, and home inspections); the cost
of
mortgage insurance or credit-risk price adjustments; the costs of title,
hazard,
and flood insurance policies; state and local transfer taxes or fees; escrow
deposits for the future payment of taxes and insurance premiums; and other
miscellaneous fees and charges, which miscellaneous fees and charges, in
total,
do not exceed 0.25 percent of the loan amount.
(x) With
respect to any subordinate lien Group I Mortgage Loan, such lien is on
a one- to
four-family residence that is (or will be) the principal residence of the
borrower.
(xi) No
subordinate lien Group I Mortgage Loan has an original principal balance
that
exceeds one-half of the one-unit limitation for first lien mortgage loans,
i.e.,
$208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without
regard
to the number of units.
(xii) The
original principal balance of the first lien Group I Mortgage Loan plus
the
original principal balance of any subordinate lien Group I Mortgage Loans
relating to the same mortgaged property does not exceed the applicable
Xxxxxxx
Mac loan limit for first lien mortgage loans for that property type.
(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 MortgageIT 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 Quick Loan
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.
(e) With
respect to the Mandalay 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.
| 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. In
addition, the Seller hereby acknowledges and agrees that any breach of
the
representations set forth in the following provisions shall be deemed to
materially and adversely affect the value of the related mortgage loans
or the
interests of the Trust in the related mortgage loans:
(a) Section
5
(a) (ii), (vi), (vii), (viii), (ix), (x), (xi) and (xii);
(b) Exhibit
A
(xlvi), (lv), (lvi), (lix), (lx), (lxi) and (lxxxvii);
(c) Exhibit
B
(xxxiv), (lxi), (lxviii), (lxx), (lxxi), (lxxv) and (lxxvi); and
(d) Exhibit
C
(xxxiii), (lii), (lxiv), (lxv), (lxvi), (lxx) and (lxxi).
Within
90
days of the earlier of either discovery by or notice to the Seller of any
breach
of a representation or warranty made by the Seller that materially and
adversely
affects the value of a Mortgage Loan or the Mortgage Loans or the interest
therein of the Purchaser, the Seller shall use its best efforts promptly
to cure
such breach in all material respects and, if such breach cannot be cured,
the
Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the
Purchase Price. The Seller may, at the request of the Purchaser and assuming
the
Seller has a Qualified Substitute Mortgage Loan, rather than repurchase
a
deficient Mortgage Loan as provided above, remove such Mortgage Loan and
substitute in its place a Qualified Substitute Mortgage Loan or Loans.
If the
Seller does not provide a Qualified Substitute Mortgage Loan or Loans,
it shall
repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s)
pursuant to the foregoing provisions of this Section 6 shall occur on a
date
designated by the Purchaser and shall be accomplished by deposit in accordance
with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase
or
substitution required by this Section shall be made in a manner consistent
with
Section 2.03 of the Pooling and Servicing Agreement.
At
the
time of substitution or repurchase by the Seller of any deficient Mortgage
Loan,
the Purchaser and the Seller shall arrange for the reassignment of the
repurchased or substituted Mortgage Loan to the Seller and the delivery
to the
Seller of any documents held by the Trustee relating to the deficient or
repurchased Mortgage Loan. In the event the Purchase Price is deposited
in the
Collection Account, the Seller shall, simultaneously with such deposit,
give
written notice to the Purchaser that such deposit has taken place. Upon
such
repurchase, the Mortgage Loan Schedule shall be amended to reflect the
withdrawal of the repurchased Mortgage Loan from this Agreement.
As
to any
Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
Mortgage Loan or Loans, the Seller shall effect such substitution by delivering
to the Purchaser or its designee for such Qualified Substitute Mortgage
Loan or
Loans the Mortgage Note, the Mortgage, the Assignment and such other documents
and agreements as are required by the Pooling and Servicing Agreement,
with the
Mortgage Note endorsed as required therein. The Seller shall remit for
deposit
in the Collection Account the Monthly Payment due on such Qualified Substitute
Mortgage Loan or Loans in the month following the date of such substitution.
Monthly payments due with respect to Qualified Substitute Mortgage Loans
in the
month of substitution will be retained by the Seller. For the month of
substitution, distributions to the Purchaser will include the Monthly Payment
due on such Deleted Mortgage Loan in the month of substitution, and the
Seller
shall thereafter be entitled to retain all amounts subsequently received
by the
Seller in respect of such Deleted Mortgage Loan. Upon such substitution,
the
Qualified Substitute Mortgage Loans shall be subject to the terms of this
Agreement in all respects, and the Seller shall be deemed to have made
with
respect to such Qualified Substitute Mortgage Loan or Loans as of the date
of
substitution, the covenants, representations and warranties set forth in
Section
5.
It
is
understood and agreed that the representations and warranties set forth
in
Section 5 shall survive delivery of the respective Mortgage Files to the
Trustee
on behalf of the Purchaser.
It
is
understood and agreed that (i) the obligations of the Seller set forth
in this
Section 6 to cure, repurchase and substitute for a defective Mortgage Loan
and
(ii) the obligations of the Seller as provided in the next sentence constitute
the sole remedies of the Purchaser respecting a missing or defective document
or
a breach of the representations and warranties contained in Section 5.
The
Seller shall indemnify the Purchaser and hold it harmless against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and
related costs, judgments, and other costs and expenses resulting from any
claim,
demand, defense or assertion based on or grounded upon, or resulting from,
a
breach of the representations and warranties contained in Section 5 of
this
Agreement.
SECTION
7. Closing;
Payment for the Mortgage Loans.
The
closing of the purchase and sale of the Mortgage Loans shall be held at
the New
York City office of Xxxxxxx Xxxxxxxx & Xxxx llp
at 10:00
AM New York City time on the Closing Date.
The
closing shall be subject to each of the following conditions:
(a) All
of
the representations and warranties of the Seller under this Agreement shall
be
true and correct in all material respects as of the date as of which they
are
made and no event shall have occurred which, with notice or the passage
of time,
would constitute a default under this Agreement;
(b) The
Purchaser shall have received, or the attorneys of the Purchaser shall
have
received in escrow (to be released from escrow at the time of closing),
all
Closing Documents as specified in Section 8 of this Agreement, in such
forms as
are agreed upon and acceptable to the Purchaser, duly executed by all
signatories other than the Purchaser as required pursuant to the respective
terms thereof;
(c) The
Seller shall have delivered or caused to be delivered and released to the
Purchaser or to its designee, all documents (including without limitation,
the
Mortgage Loans) required to be so delivered by the Purchaser; and
(d) All
other
terms and conditions of this Agreement shall have been complied
with.
Subject
to the foregoing conditions, the Purchaser shall deliver or cause to be
delivered to the Seller on the Closing Date, against delivery and release
by the
Seller to the Trustee of all documents required pursuant to the Pooling
and
Servicing Agreement, the consideration for the Mortgage Loans as specified
in
Section 3 of this Agreement, by delivery to the Seller of the Mortgage
Loan
Purchase Price.
SECTION
8. Closing
Documents.
Without
limiting the generality of Section 7 hereof, the closing shall be subject
to
delivery of each of the following documents:
(a) An
Officers’ Certificate of the Seller, dated the Closing Date, upon which the
Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a
form acceptable to the Purchaser;
(b) A
Secretary’s Certificate of the Seller, dated the Closing Date, upon which the
Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser,
and attached thereto copies of the certificate of incorporation, by-laws
and
certificate of good standing of the Seller;
(c) An
Opinion of Counsel of the Seller, dated the Closing Date and addressed
to the
Purchaser and the Underwriter, in a form acceptable to the
Purchaser;
(d) Such
opinions of counsel as the Rating Agencies or the Trustee may request in
connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or
the Seller’s execution and delivery of, or performance under, this
Agreement;
(e) A
letter
from Deloitte & Touche L.L.P., certified public accountants, dated the date
hereof and to the effect that they have performed certain specified procedures
as a result of which they determined that certain information of an accounting,
financial or statistical nature set forth in the Purchaser’s Prospectus
Supplement, dated August 8, 2006, agrees with the records of the
Seller;
(f) Letters
from certified public accountants for Ameriquest Mortgage Company, 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 August 8, 2006 under the subheading “The Servicers”
agrees with the records of the Servicer; and
(g) Such
further information, certificates, opinions and documents as the Purchaser
or
the Underwriter may reasonably request.
SECTION
9. Costs.
The
Seller shall pay (or shall reimburse the Purchaser or any other Person
to the
extent that the Purchaser or such other Person shall pay) all necessary
and
reasonable costs and expenses incurred directly in delivering this Agreement,
the Pooling and Servicing Agreement, the Certificates, the prospectus,
prospectus supplement and 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.
SECTION
10. [Reserved].
SECTION
11. Mandatory
Delivery; Grant of Security Interest.
The
sale and delivery on the Closing Date of the Mortgage Loans described on
the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an
award of
money damages would be insufficient to compensate the Purchaser for the
losses
and damages incurred by the Purchaser in the event of the Seller’s failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in
the
Seller’s interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller
of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted
by this
Agreement and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 7 hereof. Any
Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released
from
the security interest created hereby. The Seller agrees that, upon acceptance
of
the Mortgage Loans by the Purchaser or its designee and delivery of payment
to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct
from,
and cumulative with, any other rights or remedies under this Agreement
or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.
Notwithstanding
the foregoing, if on the Closing Date, each of the conditions set forth
in
Section 7 hereof shall have been satisfied and the Purchaser shall not
have paid
or caused to be paid the Mortgage Loan Purchase Price, or any such condition
shall not have been waived or satisfied and the Purchaser determines not
to pay
or cause to be paid the Mortgage Loan Purchase Price, the Purchaser shall
immediately effect the redelivery of the Mortgage Loans, if delivery to
the
Purchaser has occurred and the security interest created by this Section
11
shall be deemed to have been released.
SECTION
12. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if personally delivered to or mailed by
registered mail, postage prepaid, or transmitted by telex or telegraph
and
confirmed by a similar mailed writing, if to the Purchaser, addressed to
the
Purchaser at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Mortgage Finance Group, or such other address as may hereafter
be
furnished to the Seller in writing by the Purchaser, and if to the Seller,
addressed to the Seller at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx
Xxxx
00000, Attention: Mortgage Finance Group, or such other address as may
hereafter
be furnished to the Purchaser in writing by the Seller.
SECTION
13. Severability
of Provisions.
Any
part, provision, representation or warranty of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective
to
the extent of such prohibition or unenforceability without invalidating
the
remaining provisions hereof. Any part, provision, representation or warranty
of
this Agreement which is prohibited or unenforceable or is held to be void
or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating
the
remaining provisions hereof, and any such prohibition or unenforceability
in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which
prohibits
or renders void or unenforceable any provision hereof.
SECTION
14. Agreement
of Parties.
The
Seller and the Purchaser each agree to execute and deliver such instruments
and
take such actions as either of the others may, from time to time, reasonably
request in order to effectuate the purpose and to carry out the terms of
this
Agreement and the Pooling and Servicing Agreement.
SECTION
15. Survival.
The
Seller agrees that the representations, warranties and agreements made
by it
herein and in any certificate or other instrument delivered pursuant hereto
shall be deemed to be relied upon by the Purchaser, notwithstanding any
investigation heretofore or hereafter made by the Purchaser or on its behalf,
and that the representations, warranties and agreements made by the Seller
herein or in any such certificate or other instrument shall survive the
delivery
of and payment for the Mortgage Loans and shall continue in full force
and
effect, notwithstanding any restrictive or qualified endorsement on the
Mortgage
Notes and notwithstanding subsequent termination of this Agreement, the
Pooling
and Servicing Agreement or the Trust Fund.
SECTION
16. GOVERNING
LAW.
THIS
AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS
(INCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
NEW YORK.
THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE
NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
SECTION
17. Miscellaneous.
This
Agreement may be executed in two or more counterparts, each of which when
so
executed and delivered shall be an original, but all of which together
shall
constitute one and the same instrument. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns. This Agreement supersedes all prior agreements
and
understandings relating to the subject matter hereof. Neither this Agreement
nor
any term hereof may be changed, waived, discharged or terminated orally,
but
only by an instrument in writing signed by the party against whom enforcement
of
the change, waiver, discharge or termination is sought. The headings in
this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
It
is the
express intent of the parties hereto that the conveyance of the Mortgage
Loans
by the Seller to the Purchaser as provided in Section 4 hereof be, and
be
construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
and
not as a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a
debt or other obligation of the Seller. However, in the event that,
notwithstanding the aforementioned intent of the parties, the Mortgage
Loans are
held to be property of the Seller, then, (a) it is the express intent of
the
parties that such conveyance be deemed a pledge of the Mortgage Loans by
the
Seller to the Purchaser to secure a debt or other obligation of the Seller
and
(b) (1) this Agreement shall also be deemed to be a security agreement
within
the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
(2) the
conveyance provided for in Section 4 hereof shall be deemed to be a grant
by the
Seller to the Purchaser of a security interest in all of the Seller’s right,
title and interest in and to the Mortgage Loans and all amounts payable
to the
holders of the Mortgage Loans in accordance with the terms thereof and
all
proceeds of the conversion, voluntary or involuntary, of the foregoing
into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or
invested
in the Collection Account whether in the form of cash, instruments, securities
or other property; (3) the possession by the Purchaser or its agent of
Mortgage
Notes, the related Mortgages and such other items of property that constitute
instruments, money, negotiable documents or chattel paper shall be deemed
to be
“possession by the secured party” for purposes of perfecting the security
interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
and
(4) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be
deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Purchaser for
the
purpose of perfecting such security interest under applicable law. Any
assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
shall also be deemed to be an assignment of any security interest created
hereby. The Seller and the Purchaser shall, to the extent consistent with
this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans,
such
security interest would be deemed to be a perfected security interest of
first
priority under applicable law and will be maintained as such throughout
the term
of this Agreement and the Pooling and Servicing Agreement.
SECTION
18. Indemnification.
The
Seller shall indemnify and hold harmless each of (i) the Purchaser, (ii)
Citigroup Global Markets Inc. and (iii) each person, if any, who controls
the
Purchaser within the meaning of Section 15 of the Securities Act of 1933,
as
amended (the “1933 Act”) ((i) through (iii) collectively, the “Indemnified
Party”) against any and all losses, claims, expenses, damages or liabilities
to
which the Indemnified Party may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims, expenses, damages or liabilities (or actions
in
respect thereof) arise out of, are based upon, or result from, a breach
by the
Seller of any of the representations and warranties made by the Seller
herein,
it being understood that the Purchaser has relied upon such representations
and
warranties.
IN
WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
be
signed by their respective officers thereunto duly authorized as of the
date
first above written.
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CITIGROUP
MORTGAGE LOAN
TRUST
INC.
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By:
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Name:
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Title:
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CITIGROUP
GLOBAL MARKETS REALTY
CORP.
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By:
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Name:
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Title:
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EXHIBIT
A
Representation
and Warranties with Respect to the MortgageIT Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the MortgageIT 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 MortgageIT 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 or registered with the MERS System
if
necessary to maintain the lien priority of the Mortgage, and which have
been
delivered to the Purchaser or its designee; the substance of any such waiver,
alteration or modification has been approved by the title insurer, to the
extent
required by the related policy, and is reflected on the related Mortgage
Loan
Schedule. No instrument of waiver, alteration or modification has been
executed,
and no Mortgagor has been released, in whole or in part, except in connection
with an assumption agreement approved by the title insurer, to the extent
required by the policy, and which assumption agreement has been delivered
to the
Purchaser or its designee and the terms of which are reflected in the related
Mortgage Loan Schedule;
(vi)
The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in
whole or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
(vii) All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to
FNMA and FHLMC against loss by fire, hazards of extended coverage and such
other
hazards as are customary in the area where the Mortgaged Property is located,
pursuant to insurance policies conforming to the requirements of FNMA and
FHLMC.
All such insurance policies contain a standard mortgagee clause naming
the
Seller, its successors and assigns as mortgagee and all premiums thereon
have
been paid. If the Mortgaged Property is in an area identified on a Flood
Hazard
Map or Flood Insurance Rate Map issued by the Federal Emergency Management
Agency as having special flood hazards (and such flood insurance has been
made
available) a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration is in effect which policy
conforms to the requirements of FNMA and FHLMC. The Mortgage obligates
the
Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and
expense, and on the Mortgagor’s failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor;
(viii) Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with;
(ix)
The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed
that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
(x) The
Mortgage is a valid, existing and enforceable first or second (as indicated
on
the Mortgage Loan Schedule) lien on the Mortgaged Property, including all
improvements on the Mortgaged Property subject only to (a) the lien of
current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters
of the
public record as of the date of recording being acceptable to mortgage
lending
institutions generally and specifically referred to in the lender’s title
insurance policy delivered to the originator of the Mortgage Loan and which
do
not adversely affect the Appraised Value of the Mortgaged Property, (c)
to the
extent the Mortgage Loan is a second lien Mortgage Loan, the related first
lien
on the Mortgaged Property; and (d) other matters to which like properties
are
commonly subject which do not materially interfere with the benefits of
the
security intended to be provided by the Mortgage or the use, enjoyment,
value or
marketability of the related Mortgaged Property. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
first or
second (as indicated on the Mortgage Loan Schedule) lien and first or second
(as
indicated on the Mortgage Loan Schedule) priority security interest on
the
property described therein and the Seller has full right to sell and assign
the
same to the Purchaser. The Mortgaged Property was not, as of the date of
origination of the Mortgage Loan, subject to a mortgage, deed of trust,
deed to
secure debt or other security instrument creating a lien subordinate to
the lien
of the Mortgage;
(xi) The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms except as such enforcement may be limited by bankruptcy;
(xii) All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
(xiii) The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or
closing
the Mortgage Loan and the recording of the Mortgage have been paid, and
the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(xiv) The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has full right to transfer and sell the Mortgage Loan
to
the Purchaser free and clear of any encumbrance, equity, lien, pledge,
charge,
claim or security interest;
(xv) All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in material compliance with any and
all
applicable “doing business” and licensing requirements of the laws of the state
wherein the Mortgaged Property is located (or were otherwise exempt from
such
requirements under applicable law);
(xvi) The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy (which, in the case of an Adjustable Rate Mortgage
Loan
has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or
6.1)
acceptable to FNMA and FHLMC, issued by a title insurer acceptable to FNMA
and
FHLMC and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained in (x)(a)
and
(b) above) the Seller, its successors and assigns as to the first or second
(as
indicated on the Mortgage Loan Schedule) priority lien of the Mortgage
in the
original principal amount of the Mortgage Loan and, with respect to any
Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity
or
unenforceability of the lien resulting from the provisions of the Mortgage
providing for adjustment in the Mortgage Interest Rate and Monthly Payment.
Additionally, such lender’s title insurance policy affirmatively insures ingress
and egress to and from the Mortgaged Property, and against encroachments
by or
upon the Mortgaged Property or any interest therein. The Seller is the
sole
insured of such lender’s title insurance policy, and such lender’s title
insurance policy is in full force and effect and will be in full force
and
effect upon the consummation of the transactions contemplated by this Agreement.
No claims have been made under such lender’s title insurance policy, and no
prior holder of the related Mortgage, including the Seller, has done, by
act or
omission, anything which would impair the coverage of such lender’s title
insurance policy;
(xvii) There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has
not
waived any default, breach, violation or event of acceleration. With respect
to
each second lien mortgage loan (i) the first lien mortgage loan is in full
force
and effect, (ii) to the best of Seller’s knowledge, there is no default, breach,
violation or event of acceleration existing under such first lien mortgage
or
the related mortgage note, (iii) no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration thereunder, and either
(A)
the first lien mortgage contains a provision which allows or (B) applicable
law
requires, the mortgagee under the second lien Mortgage Loan to receive
notice
of, and affords such mortgagee an opportunity to cure any default by payment
in
full or otherwise under the first lien mortgage;
(xviii) There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(xix) All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
(xx) As
of the
origination of the Mortgage Loan, no improvement located on the Mortgaged
Property was in violation of any applicable zoning or subdivision laws
or
ordinances;
(xxi) The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank, credit union, insurance company or similar
banking institution which is supervised and examined by a federal or state
authority, or by a mortgagee approved as such by the Secretary of HUD pursuant
to Section 203 and 211 of the National Housing Act;
(xxii) Principal
payments on the Mortgage Loan commenced no more than sixty days after the
proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Interest Rate. With respect to each Mortgage Loan, the
Mortgage
Note is payable on the first day of each month in Monthly Payments, which,
other
than with respect to a Balloon Mortgage Loan, in the case of a Fixed Rate
Mortgage Loans, are sufficient to fully amortize the original principal
balance
over the original term thereof and to pay interest at the related Mortgage
Interest Rate, and, in the case of an Adjustable Rate Mortgage Loan, are
changed
on each Adjustment Date, and in any case, are sufficient to fully amortize
the
original principal balance over the original term thereof and to pay interest
at
the related Mortgage Interest Rate. The Index for each Adjustable Rate
Mortgage
Loan is as defined in the related Confirmation. With respect to each Balloon
Mortgage Loan, the Mortgage Note requires a monthly payment which is sufficient
to fully amortize the original principal balance over the original term
thereof
and to pay interest at the related Mortgage Interest Rate and requires
a final
Monthly Payment substantially greater than the preceding monthly payment
which
is sufficient to repay the remained unpaid principal balance of the Balloon
Mortgage Loan as of the Due Date of such monthly payment. The Mortgage
Note does
not permit negative amortization. No Mortgage Loan is a Convertible Mortgage
Loan;
(xxiii) The
origination and collection practices used by the Seller with respect to
each
Mortgage Note and Mortgage have been in all respects legal, proper, prudent
and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller and any predecessor servicer in accordance
with
the terms of the Mortgage Note. With respect to escrow deposits and Escrow
Payments, if any, all such payments are in the possession of, or under
the
control of, the Seller and there exist no deficiencies in connection therewith
for which customary arrangements for repayment thereof have not been made.
No
escrow deposits or Escrow Payments or other charges or payments due the
Seller
have been capitalized under any Mortgage or the related Mortgage Note and
no
such escrow deposits or Escrow Payments are being held by the Seller for
any
work on a Mortgaged Property which has not been completed;
(xxiv) The
Mortgaged Property is in good repair and is free of material damage and
waste
and there is no proceeding pending for the total or partial condemnation
thereof;
(xxv) The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage. The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers’ Civil
Relief Act;
(xxvi) The
Mortgage Loan was underwritten in accordance with the underwriting standards
of
the Seller in effect at the time the Mortgage Loan was originated, which
underwriting standards satisfy the standards of FNMA and FHLMC; and the
Mortgage
Note and Mortgage are on forms acceptable to FNMA and FHLMC;
(xxvii) The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
(xxviii) The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of FNMA and FHLMC, was on appraisal form 1004 or
form
2055 with an interior inspection, and was made and signed, prior to the
approval
of the Mortgage Loan application, by a qualified appraiser, duly appointed
by
the Seller, who had no interest, direct or indirect in the Mortgaged Property
or
in any loan made on the security thereof, whose compensation is not affected
by
the approval or disapproval of the Mortgage Loan and who met the minimum
qualifications of FNMA and FHLMC. Each appraisal of the Mortgage Loan was
made
in accordance with the relevant provisions of the Financial Institutions
Reform,
Recovery, and Enforcement Act of 1989;
(xxix) In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except
in
connection with a trustee’s sale after default by the Mortgagor;
(xxx) No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
paid by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
(xxxi) The
Mortgagor has executed a statement to the effect that the Mortgagor has
received
all disclosure materials required by applicable law with respect to the
making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans,
and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage
Loans and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
(xxxii) No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of
a
Mortgaged Property;
(xxxiii) The
Seller has no knowledge of any circumstances or condition with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to
be an
unacceptable investment, cause the Mortgage Loan to become delinquent,
or
adversely affect the value of the Mortgage Loan;
(xxxiv) No
Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. Each
Mortgage Loan with an LTV or CLTV at origination in excess of 80% is and
will be
subject to a Primary Insurance Policy, issued by a Qualified Insurer, which
insures that portion of the Mortgage Loan in excess of the portion of the
Appraised Value of the Mortgaged Property required by FNMA. All provisions
of
such Primary Insurance Policy have been and are being complied with, such
policy
is in full force and effect, and all premiums due thereunder have been
paid. Any
Mortgage subject to any such Primary Insurance Policy obligates the Mortgagor
thereunder to maintain such insurance and to pay all premiums and charges
in
connection therewith. The Mortgage Interest Rate for the Mortgage Loan
does not
include any such insurance premium;
(xxxv) The
Mortgaged Property is, to the best of the Seller’s knowledge, lawfully occupied
under applicable law; all inspections, licenses and certificates required
to be
made or issued with respect to all occupied portions of the Mortgaged Property
and, with respect to the use and occupancy of the same, including but not
limited to certificates of occupancy, have been made or obtained from the
appropriate authorities;
(xxxvi) No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of the Mortgagor,
the
Seller, or to the best of Seller’s knowledge, any appraiser, any builder or
developer, or any other party involved in the origination of the Mortgage
Loan
or in the application of any insurance in relation to such Mortgage
Loan;
(xxxvii) For
each
Mortgage Loan that is not a MOM Loan, the Assignment of Mortgage is in
recordable form except for the name of the assignee that is blank and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. The original Mortgage was or is being recorded
and, unless the Mortgage Loan is subject to the MERS System, all subsequent
assignments of the original Mortgage (other than the assignment to Purchaser)
have been recorded in the appropriate jurisdiction wherein such recordation
is
necessary to perfect the lien thereof against creditors of Seller, or is
in the
process of being recorded.
(xxxviii) Any
principal advances made to the Mortgagor prior to the Cut-off Date have
been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest
rate and
single repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having first or second lien priority
by
a title insurance policy or an endorsement to the policy insuring the
mortgagee’s consolidated interest. The consolidated principal amount does not
exceed the original principal amount of the Mortgage Loan;
(xxxix) Unless
otherwise set forth on the related Mortgage Loan Schedule, no Mortgage
Loan has
a balloon payment feature;
(xl)
If the
Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of FNMA and FHLMC;
(xli) The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller;
(xlii) Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
(xliii) The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
(xliv) Seller
shall, at its own expense, cause each Mortgage Loan to be covered by a
Tax
Service Contract which is assignable to the Purchaser or its designee;
provided
however, that if the Seller fails to purchase such Tax Service Contract,
the
Seller shall be required to reimburse the Purchaser for all costs and expenses
incurred by the Purchaser in connection with the purchase of any such Tax
Service Contract;
(xlv) Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by
such
Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
Service Contract;
(xlvi) No
Mortgage Loan is (a) subject to the provisions of the Homeownership and
Equity
Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan,
“covered” mortgage loan, “high risk home” mortgage loan or “predatory” mortgage
loan or any other comparable term, no matter how defined under any federal,
state or local law, (c) subject to any comparable federal, state or local
statutes or regulations, or any other statute or regulation providing for
heightened regulatory scrutiny or assignee liability to holders of such
mortgage
loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such
terms are
defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
(xlvii) No
predatory or deceptive lending practices, including but not limited to,
the
extension of credit to a mortgagor without regard for the mortgagor’s ability to
repay the Mortgage Loan and the extension of credit to a mortgagor which
has no
apparent benefit to the mortgagor, were employed in connection with the
origination of the Mortgage Loan. Each Mortgage Loan is in compliance with
the
anti-predatory lending eligibility for purchase requirements of the FNMA
Guides;
(xlviii) Not
more
than one percent (1%) of the Mortgage Loans purchased on the related Closing
Date, measured by the aggregate Stated Principal Balance of such Mortgage
Loans
as of the related Cut-off Date, include a Mortgage Note for which a lost
note
affidavit with indemnification has been delivered;
(xlix) No
Mortgagor was required to purchase any single premium credit insurance
policy
(e.g., life, disability, accident, unemployment, or health insurance product)
or
debt cancellation agreement as a condition of obtaining the extension of
credit.
No Mortgagor obtained a prepaid single premium credit insurance policy
(e.g.,
life, disability, accident, unemployment, mortgage, or health insurance)
in
connection with the origination of the Mortgage Loan. No proceeds from
any
Mortgage Loan were used to purchase single premium credit insurance policies
or
debt cancellation agreements as part of the origination of, or as a condition
to
closing, such Mortgage Loan;
(l) The
Mortgage Loans were not selected from the outstanding one to four-family
mortgage loans in the Seller’s portfolio at the related Closing Date as to which
the representations and warranties set forth in this Agreement could be
made in
a manner so as to affect adversely the interests of the Purchaser;
(li)
The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
(lii)
The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine,
Oklahoma, South Carolina, Utah and Wyoming (to the extent that the related
Mortgaged Property is located in such state), has been originated by a
properly
licensed entity, and in all other respects, complies with all of the material
requirements of any such applicable laws;
(liii) The
information set forth in the Prepayment Charge Schedule is complete, true
and
correct in all material respects and each Prepayment Charge is permissible,
enforceable and collectable under applicable federal and state law;
(liv) The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
(lv) No
Mortgage Loan is secured by cooperative housing, commercial property, mobile
homes, manufactured housing or mixed use property;
(lvi) Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Charge. For any Mortgage Loan originated prior
to
October 1, 2002 that is subject to a Prepayment Charge, such Prepayment
Charge
does not extend beyond five years after the date of origination. For any
Mortgage Loan originated on or following October 1, 2002 that is subject
to a
Prepayment Charge, such Prepayment Charge does not extend beyond three
years
after the date of origination. With respect to any Mortgage Loan that contains
a
provision permitting imposition of a Prepayment Charge upon a prepayment
prior
to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed
to such Prepayment Charge in exchange for a monetary benefit, including
but not
limited to a rate or fee reduction, (ii) prior to the Mortgage Loan’s
origination, the Mortgagor was offered the option of obtaining a Mortgage
Loan
that did not require payment of such a Prepayment Charge, (iii) the Prepayment
Charge is disclosed to the Mortgagor in the loan documents pursuant to
applicable state and federal law, (iv) for Mortgage Loans originated on
or after
September 1, 2004, the duration of the prepayment period shall not exceed
three
(3) years from the date of the Mortgage Note, unless the Mortgage Loan
was
modified to reduce the prepayment period to no more than three years from
the
date of the Mortgage Note and the Mortgagor was notified in writing of
such
reduction in prepayment period, and (v) notwithstanding any state or federal
law
to the contrary, the Seller shall not impose such Prepayment Charge in
any
instance when the mortgage debt is accelerated as the result of the Mortgagor’s
default in making the loan payments;
(lvii) The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”); the Seller has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the property
in
question, and maintains, and will maintain, sufficient information to identify
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
No
Mortgage Loan is subject to nullification pursuant to Executive Order 13224
(the
“Executive Order”) or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of the Treasury (the “OFAC
Regulations”) or in violation of the Executive Order or the OFAC Regulations,
and no Mortgagor is subject to the provisions of such Executive Order or
the
OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
(lviii) No
Mortgage Loan is secured by real property or secured by a manufactured
home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”) or the
New York Banking Law 6-1. Each Mortgage Loan that is a “Home Loan” under the
Georgia Act complies with all applicable provisions of the Georgia Act.
No
Mortgage Loan secured by owner occupied real property or an owner occupied
manufactured home located in the State of Georgia was originated (or modified)
on or after October 1, 2002 through and including March 6, 2003;
(lix) No
Mortgagor was encouraged or required to select a Mortgage Loan product
offered
by the Mortgage Loan’s originator which is a higher cost product designed for
less creditworthy borrowers, unless at the time of the Mortgage Loan’s
origination, such Mortgagor did not qualify taking into account credit
history
and debt to income ratios for a lower cost credit product then offered
by the
Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator.
If, at the time of loan application, the Mortgagor may have qualified for
a for
a lower cost credit product then offered by any mortgage lending affiliate
of
the Mortgage Loan’s originator, the Mortgage Loan’s originator referred the
Mortgagor’s application to such affiliate for underwriting
consideration;
(lx) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
(lxi) With
respect to each Mortgage Loan, the Seller has fully and accurately furnished
complete information on the related borrower credit files to Equifax, Experian
and Trans Union Credit Information Company, in accordance with the Fair
Credit
Reporting Act and its implementing regulations, on a monthly basis and
the
Seller for each Loan will furnish, in accordance with the Fair Credit Reporting
Act and its implementing regulations, accurate and complete information
on its
borrower credit files to Equifax, Experian, and Trans Union Credit Information
Company, on a monthly basis;
(lxii) All
points and fees related to each Mortgage Loan were disclosed in writing
to the
related Borrower in accordance with applicable state and federal law and
regulation. Except in the case of a Mortgage Loan in an original principal
amount of less than $60,000 which would have resulted in an unprofitable
origination, no related Borrower was charged “points and fees” (whether or not
financed) in an amount greater than 5% of the principal amount of such
loan,
such 5% limitation is calculated in accordance with Xxxxxx Mae’s anti-predatory
lending requirements as set forth in the Xxxxxx Mae Selling Guide;
(lxiii) All
fees
and charges (including finance charges) and whether or not financed, assessed,
collected or to be collected in connection with the origination and servicing
of
each Mortgage Loan has been disclosed in writing to the Mortgagor in accordance
with applicable state and federal law and regulation;
(lxiv) The
Seller will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Seller agrees it shall report one of the following statuses each month
as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxv) No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective October 16, 2003 (Act 1340 or 2003);
(lxvi) No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);
(lxvii) No
Mortgage Loan secured by property located in the State of Nevada is a “home
loan” as defined in the Nevada Assembly Xxxx No. 284;
(lxviii) No
Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
et
seq.);
(lxix) Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(lxx) No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
(lxxi) No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et seq.);
(lxxii) No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
(lxxiii) No
Mortgage Loan originated in the City of Los Angeles is subject to the City
of
Los Angeles California Ordinance 175008 as a “home loan”;
(lxxiv) No
Mortgage Loan originated in the City of Oakland is subject to the City
of
Oakland, California Ordinance 12361 as a “home loan”;
(lxxv) No
Mortgage Loan is a “High-Cost Home Loan” as defined under the Maine House Xxxx
383 X.X. 494, effective as of September 13, 2003;
(lxxvi) No
Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7,
2004
(Mass. Xxx. Laws Ch. 183C);
(lxxvii) With
respect to any Mortgage Loan for which a mortgage loan application was
submitted
by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by
Mortgaged
Property in the State of Illinois which has a Mortgage Interest Rate in
excess
of 8.0% per annum has lender-imposed fees (or other charges) in excess
of 3.0%
of the original principal balance of the Mortgage Loan;
(lxxviii) With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN
is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
(lxxix) With
respect to each MERS Mortgage Loan, Seller has not received any notice
of liens
or legal actions with respect to such Mortgage Loan and no such notices
have
been electronically posted by MERS;
(lxxx) No
Mortgagor agreed to submit to arbitration to resolve any dispute arising
out of
or relating in any way to the Mortgage Loan transaction, and with respect
to any
Mortgage Loan originated on or after August 1, 2004, neither the Mortgage
nor
the Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the origination of the
Mortgage
Loan;
(lxxxi) No
Loan
is a “High Cost Home Loan” governed by the Indiana Home Loan Practices Act, Ind.
Code Xxx. §§ 24-9-1-1 et seq.;
(lxxxii) With
respect to each Mortgage Loan, (i) if the related first lien provides for
negative amortization, the CLTV was calculated at the maximum principal
balance
of such first lien that could result upon application of such negative
amortization feature, and (ii) either no consent for the Mortgage Loan
is
required by the holder of the first lien or such consent has been obtained
and
is contained in the Mortgage File;
(lxxxiii) The
Mortgagee has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
(lxxxiv) No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless (a) the related Mortgage Interest
Rate (that would be effective once the introductory rate expires, with
respect
to Adjustable Rate Mortgage Loans) did or would not exceed by more than
2.25%
the yield on United States Treasury securities having comparable periods
of
maturity to the maturity of the related Mortgage Loan as of the fifteenth
day of
the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent;
(lxxxv) With
respect to each Mortgage Loan that is secured in whole or in part by the
interest of the Mortgagor as a lessee under a ground lease of the related
Mortgaged Property (a “Ground Lease”) and not by a fee interest in such
Mortgaged Property:
(a) The
Mortgagor is the owner of a valid and subsisting interest as tenant under
the
Ground Lease;
(b) The
Ground Lease is in full force and effect, unmodified and not supplemented
by any
writing or otherwise;
(c) The
Mortgagor is not in default under any of the terms thereof and there are
no
circumstances which, with the passage of time or the giving of notice or
both,
would constitute an event of default thereunder;
(d) The
lessor under the Ground Lease is not in default under any of the terms
or
provisions thereof on the part of the lessor to be observed or
performed;
(e) The
term
of the Ground Lease exceeds the maturity date of the related Mortgage Loan
by at
least ten years;
(f) The
Ground Lease or a memorandum thereof has been recorded and by its terms
permits
the leasehold estate to be mortgaged. The Ground Lease grants any leasehold
mortgagee standard protection necessary to protect the security of a leasehold
mortgagee;
(g) The
Ground Lease does not contain any default provisions that could give rise
to
forfeiture or termination of the Ground Lease except for the non-payment
of the
Ground Lease rents;
(h) The
execution, delivery and performance of the Mortgage do not require the
consent
(other than those consents which have been obtained and are in full force
and
effect) under, and will not contravene any provision of or cause a default
under, the Ground Lease;
(i) The
Ground Lease provides that the leasehold can be transferred, mortgaged
and
sublet an unlimited number of times either without restriction or on payment
of
a reasonable fee and delivery of reasonable documentation to the
lessor;
(j) The
Mortgagor has not commenced any action or given or received any notice
for the
purpose of terminating the Ground Lease;
(k) No
lessor, as debtor in possession or by a trustee for such lessor has give
any
notice of, and the Mortgagor has not consented to, any attempt to transfer
the
related Mortgaged Property free and clear of such Ground Lease under section
363(f) of the Bankruptcy Code; and
(l) No
lessor
is subject to any voluntary or involuntary bankruptcy, reorganization or
insolvency proceeding and no Mortgaged Property is an asset in any voluntary
or
involuntary bankruptcy, reorganization or insolvency proceeding.
(lxxxvi) No
Mortgage Loan is a balloon mortgage loan that has an original stated maturity
of
less than seven (7) years;
(lxxxvii) No
Mortgage Loan is subject to mandatory arbitration except when the terms
of the
arbitration also contain a waiver provision that provides that in the event
of a
sale or transfer of the Mortgage Loan or interest in the Mortgage Loan
to Xxxxxx
Mae, the terms of the arbitration are null and void. The Seller hereby
covenants
that the Seller or the servicer of the Mortgage Loan, as applicable, will
notify
the Mortgagor in writing within 60 days of the sale or transfer of the
Mortgage
Loan to Xxxxxx Xxx that the terms of the arbitration are null and void;
and
(lxxxviii) Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Pass-Through Transfer without unreasonable credit enhancement.
EXHIBIT
B
Representation
and Warranties with Respect to the Quick Loan Mortgage
Loans
Except
for “Mortgage Loans”, which shall mean the Quick Loan 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 Quick Loan Servicing Agreement.
(i) The
information set forth in the related Mortgage Loan Schedule and the Mortgage
Loan data delivered to the Purchaser in the Data File is complete, true
and
correct;
(ii) 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. 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;
(iii) There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
(iv) The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and is improved by a Residential Dwelling;
(v) The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office or registered with the MERS System if
necessary to maintain the lien priority of the Mortgage, and which have
been
delivered to the Purchaser; the substance of any such waiver, alteration
or
modification has been approved by the title insurer, to the extent required
by
the related policy, and is reflected on the related Mortgage Loan Schedule.
No
instrument of waiver, alteration or modification has been executed, and
no
Mortgagor has been released, in whole or in part, except in connection
with an
assumption agreement approved by the title insurer, to the extent required
by
the policy, and which assumption agreement has been delivered to the Purchaser
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/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;
(vii) 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 containing information required
by FNMA
and FHLMC;
(viii) All
buildings upon the Mortgaged Property are insured by a Qualified 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, in an amount
not
less than the greatest of (i) 100% of the replacement cost of all improvements
to the Mortgaged Property, (ii) either (A) the outstanding principal balance
of
the Mortgage Loan with respect to each first lien Mortgage Loan or (B)
with
respect to each second lien Mortgage Loan, the sum of the outstanding principal
balance of the related first lien mortgage loan and the outstanding principal
balance of the second lien Mortgage Loan, (iii) the amount necessary to
avoid
the operation of any co-insurance provisions with respect to the Mortgaged
Property, or (iv) 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. 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 deliver to the Purchaser or its designee, 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 such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by general equity principles (regardless of whether
such
enforcement is considered in a proceeding in equity or 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 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
(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) 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, or
its
Sub-Servicer, with respect to each Mortgage Note and Mortgage, including
without
limitation the establishment, maintenance and servicing of the Escrow Accounts
and Escrow Payments, if any, since origination have been in all respects
legal,
proper, prudent and customary in the mortgage origination and servicing
industry. The Mortgage Loan has been serviced by the 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;
(xxiii) The
Mortgaged Property is free of damage and waste and is in good repair, and
there
is no proceeding pending or threatened for the total or partial condemnation
thereof nor is such a proceeding currently occurring;
(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. As of
the date of origination, 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 subject to applicable federal and state laws and judicial precedent
with respect to bankruptcy and right of redemption or similar laws. 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 File contains an appraisal of the related Mortgaged Property which
was
on appraisal form 1004, 1025 or 1073, and was made and signed, prior to
the
approval of the Mortgage Loan application, by a qualified appraiser, duly
appointed or approved 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;
(xxvi) 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;
(xxvii) 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;
(xxviii) The
Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
100%
and the CLTV of any Mortgage Loan at origination was not more than
100%;
(xxix) 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;
(xxx) No
material 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;
(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;
(xxxii) Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
(xxxiii) To
the
best of Seller’s knowledge, 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;
(xxxiv) 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”, “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 the Standard & Poor’s LEVELS
Version 5.6 Glossary Revised, Appendix E as of the related Closing
Date);
(xxxv) No
Mortgage Loan had an original term to maturity of more than thirty (30)
years;
(xxxvi) Each
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the related Mortgage Loan in the event
that
the Mortgaged Property is sold or transferred without the prior written
consent
of the mortgagee thereunder;
(xxxvii) 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;
(xxxviii) 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;
(xxxix) 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;
(xl) With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and
such MIN
is accurately provided on the Mortgage Loan Schedule. The related assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
(xli) 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;
(xlii) 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.
(xliii) 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 in all material
respects;
(xliv) 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);
(xlv) 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 customary eligibility
requirements acceptable in the secondary mortgage market;
(xlvi) 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;
(xlvii) 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;
(xlviii) No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
paid by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision.
(xlix) 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;
(l) At
the
time of the origination of the Mortgage Loan the Seller delivered all disclosure
materials to the Mortgagor 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, if
required
by applicable law, 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;
(li) 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;
(lii) 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;
(liii) The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller;
(liv) 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;
(lv) 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;
(lvi) No
Mortgage Loan is secured by co-operative housing, commercial property,
or mixed
use property;
(lvii) Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Pass-Through Transfer without unreasonable credit enhancement;
(lviii) 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;
(lix) Except
as
set forth on the Mortgage Loan Schedule, each Mortgage Loan has a valid
and
original Credit Score, with a minimum Credit Score as set forth in the
related
Confirmation;
(lx) 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;
(lxi) No
Mortgage Loan is a “manufactured housing loan” pursuant to the New Jersey Home
Ownership Act effective November 27, 2003 (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;
(lxii) 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;
(lxiii) 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;
(lxiv) 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;
(lxv) 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;
(lxvi) 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;
(lxvii) No
Mortgagor is the obligor on more than five Mortgage Notes; provided, however,
that in no event shall a Mortgagor be the obligor on multiple Mortgage
Notes
with a combined unpaid principle balance of greater than
$1,000,000;
(lxviii) 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;
(lxix) 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 Alabama, Colorado, Idaho, Indiana, Iowa,
Kansas,
Maine, Oklahoma, South Carolina, Utah, West Virginia 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;
(lxx) 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;
(lxxi) 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;
(lxxii) 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 or
as
otherwise disclosed to the Purchaser prior to the Closing Date and indicated
on
the related Mortgage Loan Schedule, 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;
(lxxiii) The
Seller will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Seller agrees it shall report one of the following statuses each month
as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxxiv) 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. To the best of the Seller’s knowledge, 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;
(lxxv) 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; and
(lxxvi) 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.
EXHIBIT
C
Representation
and Warranties with Respect to the Mandalay Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the Mandalay 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 Mandalay Servicing Agreement.
(i) Mortgage
Loans as Described. The information set forth in the related Mortgage Loan
Schedule and the Mortgage Loan data delivered to the Purchaser in the Data
File
is complete, true and correct. 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;
(ii) Payments
Current. 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. 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;
(iii) No
Outstanding Charges. There are no delinquent taxes, ground rents, water
charges,
sewer rents, assessments, insurance premiums, leasehold payments, including
assessments payable in future installments or other outstanding charges
affecting the related Mortgaged Property;
(iv) Location
and Type of Mortgaged Property. The Mortgaged Property is located in the
state
identified in the related Mortgage Loan Schedule and is improved by a
Residential Dwelling;
(v) Original
Terms Unmodified. The terms of the Mortgage Note and the Mortgage have
not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office or registered
with the MERS System if necessary to maintain the lien priority of the
Mortgage,
and which have been delivered to the Purchaser; the substance of any such
waiver, alteration or modification has been approved by the title insurer,
to
the extent required by the related policy, and is reflected on the related
Mortgage Loan Schedule. No instrument of waiver, alteration or modification
has
been executed, and no Mortgagor has been released, in whole or in part,
except
in connection with an assumption agreement approved by the title insurer,
to the
extent required by the policy, and which assumption agreement has been
delivered
to the Purchaser and the terms of which are reflected in the related Mortgage
Loan Schedule;
(vi) No
Defenses. The Mortgage Note and the Mortgage are not subject to any right
of
rescission, set off, counterclaim or defense, including the defense of
usury,
nor will the operation of any of the terms of the Mortgage Note and/or
the
Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission,
set
off, counterclaim or defense, including the defense of usury and no such
right
of rescission, set off, counterclaim or defense has been asserted with
respect
thereto;
(vii) Conformance
with Underwriting Guidelines and Agency Standards. The Mortgage Loan was
underwritten in accordance with the Underwriting Guidelines of the Seller
in
effect at the time the Mortgage Loan was originated; and the Mortgage Note
and
Mortgage are on forms acceptable to Xxxxxx Xxx and Xxxxxxx Mac;
(viii) Hazard
Insurance. All buildings upon the Mortgaged Property are insured by a Qualified
Insurer acceptable to Xxxxxx Mae and Xxxxxxx Mac against loss by fire,
hazards
of extended coverage and such other hazards as are customary in the area
where
the Mortgaged Property is located, in an amount not less than the lesser
of (i)
100% of the replacement cost of all improvements to the Mortgaged Property
and
(ii) either (A) the outstanding principal balance of the Mortgage Loan
with
respect to each first lien Mortgage Loan or (B) with respect to each Second
Lien
Mortgage Loan, the sum of the outstanding principal balance of the related
first
lien mortgage loan and the outstanding principal balance of the Second
Lien
Mortgage Loan; provided, however, in no event shall the amount of insurance
be
less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property. All such insurance policies
contain a standard mortgagee clause naming the Seller, its successors and
assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged
Property is in an area identified on a Flood Hazard Map or Flood Insurance
Rate
Map issued by the Federal Emergency Management Agency as having special
flood
hazards (and such flood insurance has been made available) a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect which policy conforms to the requirements
of Xxxxxx Mae and Xxxxxxx Mac. The Mortgage obligates the Mortgagor thereunder
to maintain all such insurance at the Mortgagor’s cost and expense, and on the
Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at Mortgagor’s cost and expense and to seek reimbursement
therefor from the Mortgagor;
(ix) Compliance
with 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,
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 deliver to the Purchaser
or its designee, upon two Business Days’ request, evidence of compliance with
such requirements;
(x) No
Satisfaction of Mortgage. The Mortgage has not been satisfied, cancelled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property
has
not been released from the lien of the Mortgage, in whole or in part, nor
has
any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;
(xi) Valid
Lien. The related Mortgage is properly recorded and is a valid, existing
and
enforceable (A) first lien and first priority security interest with respect
to
each Mortgage Loan which is indicated 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) Validity
of Mortgage Loan Documents. The Mortgage Note and the related Mortgage
are
genuine and each is the legal, valid and binding obligation of the maker
thereof, enforceable in accordance with its terms;
(xiii) Legal
Capacity. All parties to the Mortgage Note and the Mortgage had legal capacity
to enter into the Mortgage Loan and to execute and deliver the Mortgage
Note and
the Mortgage, and the Mortgage Note and the Mortgage have been duly and
properly
executed by such parties. The Mortgagor is a natural person;
(xiv) Full
Disbursement of Proceeds. The proceeds of the Mortgage Loan have been fully
disbursed to or for the account of the Mortgagor and there is no obligation
for
the Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvement and
as to
disbursements of any escrow funds therefor have been complied with. All
costs,
fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage have been paid, and the Mortgagor is not entitled
to
any refund of any amounts paid or due to the Mortgagee pursuant to the
Mortgage
Note or Mortgage;
(xv) Ownership.
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) Doing
Business. All parties which have had any interest in the Mortgage Loan,
whether
as originator, mortgagee, assignee, pledgee or otherwise, are (or, during
the
period in which they held and disposed of such interest, were): (A) organized
under the laws of such state, or (B) qualified to do business in such state,
or
(C) federal savings and loan associations or national banks having principal
offices in such state, or (D) not doing business in such state so as to
require
qualification or licensing, or (E) not otherwise required to be licensed
in such
state. All parties which have had any interest in the Mortgage Loan were
in
compliance with any and all applicable “doing business” and licensing
requirements of the laws of the state wherein the Mortgaged Property is
located
or were not required to be licensed in such state;
(xvii) Title
Insurance. The Mortgage Loan is covered by an American Land Title Association
(“ALTA”) ALTA lender’s title insurance policy acceptable to Xxxxxx Xxx and
Xxxxxxx Mac (which, in the case of an Adjustable Rate Mortgage Loan has
an
adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1), issued
by
a title insurer acceptable to Xxxxxx Xxx and Xxxxxxx Mac and qualified
to do
business in the jurisdiction where the Mortgaged Property is located, insuring
(subject to the exceptions contained above in (xi)(a) and (b) and, with
respect
to each Mortgage Loan which is indicated 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) No
Defaults. There is no default, breach, violation or event of acceleration
existing under the Mortgage or the Mortgage Note and no event which, with
the
passage of time or with notice and the expiration of any grace or cure
period,
would constitute a default, breach, violation or event of acceleration,
and the
Seller has not waived any default, breach, violation or event of acceleration.
With respect to each Mortgage Loan which is indicated 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) 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;
(xx) Origination.
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) Payment
Terms. Payments on the Mortgage Loan shall commence (with respect to any
newly
originated Mortgage Loans) or commenced no more than two months 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 or a Mortgage
Loan which is identified on the related Mortgage Loan Schedule as a Balloon
Mortgage Loan) and to pay interest at the related Mortgage Interest Rate,
and
(B) in the case of an Adjustable Rate Mortgage Loan, are changed on each
Adjustment Date, and in any case, are sufficient to fully amortize the
original
principal balance over the original term thereof (other than with respect
to a
Mortgage Loan identified on the related Mortgage Loan Schedule as an
interest-only Mortgage Loan during the interest-only period or a Mortgage
Loan
which is identified on the related Mortgage Loan Schedule as a Balloon
Mortgage
Loan) and to pay interest at the related Mortgage Interest Rate. The Index
for
each Adjustable Rate Mortgage Loan is as defined in the 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. With respect to each Balloon Mortgage Loan,
the
Mortgage Note requires a monthly payment which is sufficient to fully amortize
the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate and requires a final Monthly
Payment substantially greater than the preceding monthly payment which
is
sufficient to repay the remaining unpaid principal balance of the Balloon
Mortgage Loan as of the Due Date of such Monthly Payment. No Balloon Mortgage
Loan has an original stated maturity of less than seven (7) years. The
Mortgage
Note does not permit negative amortization. No Mortgage Loan had an original
term to maturity of more than thirty (30) years;
(xxii) Origination
and Collection Practices; Escrow Deposits. 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
Xxxxxx Xxx and Xxxxxxx Mac servicing guides. With respect to escrow deposits
and
Escrow Payments (other than with respect to each Mortgage Loan which is
indicated 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) Mortgaged
Property Undamaged. The Mortgaged Property is free of damage and waste
and is in
good repair, and there is no proceeding pending or threatened for the total
or
partial condemnation thereof nor is such a proceeding currently
occurring;
(xxiv) Customary
Provisions. The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the
holder
thereof adequate for the realization against the Mortgaged Property of
the
benefits of the security provided thereby, including, (a) in the case of
a
Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by
judicial foreclosure. The Mortgaged Property has not been subject to any
bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
filed
for protection under applicable bankruptcy laws. There is no homestead
or other
exemption available to the Mortgagor which would interfere with the right
to
sell the Mortgaged Property at a trustee’s sale or the right to foreclose the
Mortgage; Except as otherwise disclosed by the Seller on the related Mortgage
Loan Schedule, 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) Appraisal.
Unless otherwise set forth on the Mortgage Loan Schedule, the Mortgage
File
contains an appraisal of the related Mortgaged Property which, (a) with
respect
to First Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with
an
interior inspection, or (b) with respect to Second Lien Mortgage Loans,
was on
appraisal form 704, 2065 or 2055 with an exterior only inspection, and
(c) with
respect to (a) or (b) above, was made and signed, prior to the approval
of the
Mortgage Loan application, by a qualified appraiser, duly appointed by
the
originator, who had no interest, direct or indirect in the Mortgaged Property
or
in any loan made on the security thereof, whose compensation is not affected
by
the approval or disapproval of the Mortgage Loan and who met the minimum
qualifications of Xxxxxx Mae and Xxxxxxx Mac. Each appraisal of the Mortgage
Loan was made in accordance with the relevant provisions of the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989;
(xxvi) 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;
(xxvii) Construction
or Rehabilitation of Mortgaged Property. No Mortgage Loan was made in connection
with (a) the construction or rehabilitation of a Mortgaged Property or
(b)
facilitating the trade-in or exchange of a Mortgaged Property;
(xxviii) LTV;
CLTV. Neither the LTV nor the CLTV of any Mortgage Loan at origination
was more
than 100%;
(xxix) Occupancy
of the Mortgaged Property. The Mortgaged Property is lawfully occupied
under
applicable law; all inspections, licenses and certificates required to
be made
or issued with respect to all occupied portions of the Mortgaged Property
and,
with respect to the use and occupancy of the same, including but not limited
to
certificates of occupancy and fire underwriting certificates, have been
made or
obtained from the appropriate authorities. No improvement located on or
being
part of any Mortgaged Property is in violation of any applicable zoning
and
subdivision law, ordinance or regulation;
(xxx) No
Error,
Omission, Fraud etc. No error, omission, misrepresentation, negligence,
fraud or
similar occurrence with respect to a Mortgage Loan has taken place on the
part
of any person, including without limitation the 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;
(xxxi) Consolidation
of Advances; Lien Priority. Any principal advances made to the Mortgagor
prior
to the Cut-off Date have been consolidated with the outstanding principal
amount
secured by the Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term reflected on the
Mortgage
Loan Schedule. The lien of the Mortgage securing the consolidated principal
amount is expressly insured as having (A) first lien priority with respect
to
each Mortgage Loan which is indicated by the Seller to be a First Lien
(as
reflected on the Mortgage Loan Schedule), or (B) second lien priority with
respect to each Mortgage Loan which is indicated by the Seller to be a
Second
Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either
case,
by a title insurance policy, an endorsement to the policy insuring the
mortgagee’s consolidated interest or by other title evidence acceptable to
Xxxxxx Mae and Xxxxxxx Mac. The consolidated principal amount does not
exceed
the original principal amount of the Mortgage Loan;
(xxxii) Environmental
Matters. 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;
(xxxiii) HOEPA.
No
Mortgage Loan is (a)(1) subject to the provisions of the Homeownership
and
Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or total
points and fees that are equal to or exceeds the HOEPA thresholds (as defined
in
12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered”
mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage loan or
any other comparable term, no matter how defined under any federal, state
or
local law, (c) subject to any comparable federal, state or local statutes
or
regulations, or any other statute or regulation providing for heightened
regulatory scrutiny or assignee liability to holders of such mortgage loans,
or
(d) a High Cost Loan or Covered Loan, as applicable (as such terms are
defined
in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
(xxxiv) Due-On-Sale.
Each Mortgage contains an enforceable provision for the acceleration of
the
payment of the unpaid principal balance of the related Mortgage Loan in
the
event the related Mortgaged Property is sold or transferred without the
prior
consent of the mortgagee thereunder;
(xxxv) Second
Liens. With respect to each Mortgage Loan which is a Second Lien, (i) the
related First Lien does not provide for negative amortization, (ii) either
no
consent for the Mortgage Loan is required by the holder of the First Lien
or
such consent has been obtained and is contained in the Mortgage File and
(iii)
such Second Lien is on a Residential Dwelling that is (or will be) the
principal
residence of the Mortgagor upon origination of the Second Lien;
(xxxvi) Prepayment
Charges in Mortgage Loan Documents. The Mortgage Loan Documents with respect
to
each Mortgage Loan subject to Prepayment Charges specifically authorizes
such
Prepayment Charges to be collected, such Prepayment Charges are permissible
and
enforceable in accordance with the terms of the related Mortgage Loan Documents
and all 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;
(xxxvii) Compliance
with Patriot Act. 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;
(xxxviii) MERS
Mortgage Loans. With respect to each MERS Mortgage Loan, a MIN has been
assigned
by MERS and such MIN is accurately provided on the related Mortgage Loan
Schedule. The related Assignment of Mortgage to MERS has been duly and
properly
recorded or has been delivered for recording to the applicable recording
office.
With respect to each MERS Mortgage Loan, the 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;
(xxxix) FACT
Act.
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.
(xl) Qualified
Mortgage. Each Mortgage Loan constitutes a “qualified mortgage” under Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);
(xli) Condos
and PUDs. If the Residential Dwelling on the Mortgaged Property is a condominium
unit or a unit in a planned unit development (other than a de minimis planned
unit development) such condominium or planned unit development project
meets the
eligibility requirements of Xxxxxx Xxx and Xxxxxxx Mac;
(xlii) Appraised
Value. All improvements which were considered in determining the Appraised
Value
of the related Mortgaged Property lay wholly within the boundaries and
building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
(xliii) No
Additional Collateral. The Mortgage Note is not and has not been secured
by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement
or
chattel mortgage referred to in (xi) above;
(xliv) Buydown
Mortgage Loans. No Mortgage Loan contains provisions pursuant to which
Monthly
Payments are (a) paid or partially paid with funds deposited in any separate
account established by the 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.
(xlv) No
Convertible Mortgage Loans; No Graduated Payments or Contingent Interests.
No
Mortgage Loan is a Convertible Mortgage Loan. The Mortgage Loan is not
a
graduated payment mortgage loan, and the Mortgage Loan does not have a
shared
appreciation or other contingent interest feature;
(xlvi) Disclosure
Materials. 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;
(xlvii) Recordation
of Mortgages. 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;
(xlviii) Texas
Refinance Loans. Each Mortgage Loan originated in the state of Texas pursuant
to
Article XVI, Section 50(a)(6) of the Texas Constitution (a “Texas Refinance
Loan”) has been originated in compliance with the provisions of Article XVI,
Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes and the
Texas
Finance Code. With respect to each Texas Refinance Loan that is a Cash
Out
Refinancing, the related Mortgage Loan Documents state that the Mortgagor
may
prepay such Texas Refinance Loan in whole or in part without incurring
a
Prepayment Charge. The Seller does not collect any such Prepayment Charges
in
connection with any such Texas Refinance Loan;
(xlix) Verification
of Down Payment. Unless otherwise set forth on the Mortgage Loan Schedule,
the
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller;
(l) Tax
Service Contracts. 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;
(li) Flood
Zone Service Contracts. 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;
(lii) No
Cooperatives; No Commercial Property; No Mixed Use Property, No Manufacture
Housing. No Mortgage Loan is secured by cooperative housing, commercial
property, manufactured housing, a mobile home or mixed use
property;
(liii) Secondary
Market Sales. Each Mortgage Loan is eligible for sale in the secondary
market or
for inclusion in a Securitization Transaction without unreasonable credit
enhancement as determined by customary and acceptable secondary mortgage
market
standards;
(liv) No
Adverse Selection. No selection procedures were used by the Seller that
identified the Mortgage Loans as being less desirable or valuable than
other
comparable mortgage loans in the Seller’s portfolio;
(lv) Georgia.
No Mortgage Loan originated or modified on or after October 1, 2002 and
prior to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia. No Mortgage Loan originated on or after March 7, 2003 is a “high cost
home loan” as defined under the Georgia Fair Lending Act.
(lvi) New
Jersey Manufactured Housing Loans. 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;
(lvii) Reserved;
(lviii) No
Ground
Leases. No Mortgage Loan is secured in whole or in part by the interest
of the
Mortgagor as a lessee under a ground lease of the related Mortgaged
Property;
(lix) Massachusetts
Refinanced Mortgage Loans. 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;
(lx) Broker
Fees. 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;
(lxi) Acceptable
Investment. 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 (subject to the information set forth on the
Mortgage Loan Schedule) that can reasonably be expected to 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;
(lxii) No
Notification of Prepayments in Full. 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;
(lxiii) Reserved;
(lxiv) Prepayment
Charges; With respect to any Mortgage Loan that contains a provision permitting
imposition of a Prepayment Charge upon a Principal Prepayment prior to
maturity:
(i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to such
Prepayment Charge in exchange for a monetary benefit, including but not
limited
to a Mortgage Interest Rate or fee reduction, (ii) prior to the Mortgage
Loan’s
origination, the Mortgagor was offered the option of obtaining a Mortgage
Loan
that did not require payment of a Prepayment Charge, (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
October 1, 2002, the duration of the prepayment period shall not exceed
three
(3) years from the date of the Mortgage Note, unless the Mortgage Loan
was
modified to reduce the prepayment period to no more than three years from
the
date of the Mortgage Note and the Mortgagor was notified in writing of
such
reduction in the prepayment period, (v) no Mortgage Loan originated prior
to
October 1, 2002 has a Prepayment Charge longer than five years and (vi)
notwithstanding any state or federal law to the contrary, the Seller shall
not
impose such Prepayment Charge in any instance when the Mortgage Loan is
accelerated or paid off in connection with the workout of a delinquent
mortgage
or due to the Mortgagor’s default. Each Prepayment Charge is permissible,
collectable and enforceable.
(lxv) No
Predatory Lending. No predatory, abusive or deceptive lending practices,
including but not limited to, the extension of credit to a Mortgagor without
regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension
of credit to a Mortgagor which has no tangible net benefit to the Mortgagor,
were employed in connection with the origination of the Mortgage Loan.
Each
Mortgage Loan is in compliance with the anti-predatory lending eligibility
for
purchase requirements of Xxxxxx Mae’s Selling Guide. No Mortgagor was encouraged
or required to select a Mortgage Loan product offered by the Mortgage Loan’s
originator which is a higher cost product designed for less creditworthy
borrowers, unless at the time of the Mortgage Loan’s origination, such Mortgagor
did not qualify taking into account credit history and debt to income ratios
for
a lower cost credit product then offered by the Mortgage Loan’s originator or
any affiliate of the Mortgage Loan’s originator. If, at the time of the related
loan application, the Mortgagor may have qualified for a lower cost credit
product then offered by any mortgage lending affiliate of the Mortgage
Loan’s
originator, the Mortgage Loan’s originator referred the Mortgagor’s application
to such affiliate for underwriting consideration;
(lxvi) Underwriting
Methodology. The methodology used in underwriting the extension of credit
for
each Mortgage Loan employs objective mathematical principles which relate
the
Mortgagor’s income, assets and liabilities to the proposed payment and such
underwriting methodology 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) Points
and Fees Disclosed. All points and fees related to each Mortgage Loan were
disclosed in writing to the related Borrower in accordance with applicable
state
and federal laws and regulations. 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 each Mortgage Loan were
disclosed in writing to the related Mortgagor in accordance with applicable
state and federal laws and regulations;
(lxviii) Full
File
Credit Reporting (Xxxxxx Mae). The Seller will transmit full-file credit
reporting data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement
95-19 and for each Mortgage Loan, Seller agrees it shall report one of
the
following statuses each month as follows: new origination, current, delinquent
(30-, 60-, 90-days, etc.), foreclosed, or charged-off;
(lxix) No
Credit
Life Policies. No Mortgagor was required to purchase any single premium
credit
insurance policy (e.g. life, mortgage, disability, accident, unemployment,
or
health insurance product) or debt cancellation agreement as a condition
of
obtaining the extension of credit. No Mortgagor obtained a prepaid single
premium credit insurance policy (e.g. life, mortgage, disability, accident,
unemployment, or health insurance product) in connection with the origination
of
the Mortgage Loan, and no proceeds from any Mortgage Loan were used to
purchase
single-premium credit insurance policies or debt cancellation agreements
as part
of the origination of, or as a condition to closing, such Mortgage Loan;
(lxx) Full
File
Credit Reporting (Past Practice; Future Practice). 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; and
(lxxi) No
Arbitration. With respect to each Mortgage Loan, neither the related Mortgage
nor the related Mortgage Note requires the Mortgagor to submit to arbitration
to
resolve any dispute arising out of or relating in any way to the Mortgage
Loan;
No Mortgagor agreed to submit to arbitration to resolve any dispute arising
out
of or relating in any way to the Mortgage Loan.
EXHIBIT
E
REQUEST
FOR RELEASE
TO:
Citibank
West
0000
Xxxxxxxxx Xxxxx
XX 0000
Xxxxxxxxx,
XX 00000
| Re: |
Pooling
and Servicing Agreement dated as of August 1, 2006, among Citigroup
Mortgage Loan Trust Inc., as Depositor, Xxxxx Fargo Bank, N.A.,
Ameriquest
Mortgage Company and JPMorgan Chase Bank, National Association
as
Servicers, Citibank, N.A.
as Trust Administrator and U.S. Bank National Association as
Trustee
|
In
connection with the administration of the Mortgage Loans held by you as Trustee
for the Owner pursuant to the above-captioned Agreement, we request the release,
and hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage
Loan described below, for the reason indicated.
Mortgage
Loan Number:
Mortgagor
Name, Address & Zip Code:
Reason
for Requesting Documents (check one):
|
______________
|
1.
|
Mortgage
Paid in Full
|
|
______________
|
2.
|
Foreclosure
|
|
______________
|
3.
|
Substitution
|
|
______________
|
4.
|
Other
Liquidation (Repurchases, etc.)
|
|
______________
|
5.
|
Nonliquidation
|
Reason:______________________________________________
Address
to which Trustee should
Deliver
the Custodian's Mortgage File:
[____________]
[____________]
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
||||||||
|
Issuer:
|
||||||||
|
Address:
|
||||||||
|
Date:
|
||||||||
Trustee
U.S.
BANK
NATIONAL ASSOCIATION
Please
acknowledge the execution of the above request by your signature and date
below:
|
_____________________________________
|
|
|
Signature
|
Date
|
|
Documents
returned to Trustee:
|
|
|
____________________________________
|
|
|
Trustee
|
Date
|
EXHIBIT
F-1
FORM
OF
TRANSFEROR REPRESENTATION LETTER
[Date]
Citibank,
N.A.
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
XX 00000
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates,
Series 2006-HE2, 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 August 1, 2006, among
Citigroup Mortgage Loan Trust Inc., as Depositor, Xxxxx Fargo Bank, N.A.,
Ameriquest Mortgage Company and JPMorgan Chase Bank, National Association
as
Servicers, Citibank, N.A. as trust administrator and U.S. Bank National
Association as Trustee (the “Pooling and Servicing Agreement”), pursuant to
which Pooling and Servicing Agreement the Certificates were issued.
Capitalized
terms used but not defined herein shall have the meanings assigned thereto
in
the Pooling and Servicing Agreement.
|
Very
truly yours,
|
|||||||||||||
|
[Transferor]
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
FORM
OF
TRANSFEREE REPRESENTATION LETTER
[Date]
Citibank,
N.A.
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
XX 00000
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates,
Class, Series 2006-HE2, 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
August 1, 2006, among Citigroup Mortgage Loan Trust Inc., as Depositor, Xxxxx
Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan Chase Bank, National
Association as Servicers, Citibank, N.A. as trust administrator and U.S.
Bank
National Association as Trustee ,
pursuant to which the Certificates were issued.
|
[Transferee]
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
ANNEX
1 TO EXHIBIT F
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees Other Than Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and 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, Senior Vice President or other executive officer of the
entity
purchasing the Certificates (the “Transferee”).
|
|
|
2.
|
In
connection with purchases by the Transferee, the Transferee is
a
“qualified institutional buyer” as that term is defined in Rule 144A under
the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned
and/or invested on a discretionary basis
$______________________1
in
securities (except for the excluded securities referred to below)
as of
the end of the Transferee's most recent fiscal year (such amount
being
calculated in accordance with Rule 144A) and (ii) the Transferee
satisfies
the criteria in the category marked below.
|
|
|
___
|
CORPORATION,
ETC. The Transferee is a corporation (other than a bank, savings
and loan
association or similar institution), Massachusetts or similar business
trust, partnership, or any organization described in Section 501(c)(3)
of
the Internal Revenue Code of 1986.
|
|
|
___
|
BANK.
The Transferee (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia,
the
business of which is substantially confined to banking and is supervised
by the State or territorial banking commission or similar official
or is a
foreign bank or equivalent institution, and (b) has an audited
net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
|
|
|
___
|
SAVINGS
AND LOAN. The Transferee (a) is a savings and loan association,
building
and loan association, cooperative bank, homestead association or
similar
institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a
foreign
savings and loan association or equivalent institution and (b)
has an
audited net worth of at least
|
|
|
___
|
BROKER-DEALER.
The Transferee is a dealer registered pursuant to Section 15 of
the
Securities Exchange Act of 1934.
|
|
|
___
|
INSURANCE
COMPANY. The Transferee is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which
is
subject to supervision by the insurance commissioner or a similar
official
or agency of a State, territory or the District of Columbia.
|
|
|
___
|
STATE
OR LOCAL PLAN. The Transferee is a plan established and maintained
by a
State, its political subdivisions, or any agency or instrumentality
of the
State or its political subdivisions, for the benefit of its
employees.
|
|
|
___
|
ERISA
PLAN. The Transferee is an employee benefit plan within the meaning
of
Title I of the Employee Retirement Income Security Act of
1974.
|
|
|
___
|
INVESTMENT
ADVISOR. The Transferee is an investment advisor registered under
the
Investment Advisers Act of 1940.
|
|
|
3.
|
The
term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Transferee, (ii) securities
that are
part of an unsold allotment to or subscription by the Transferee,
if the
Transferee is a dealer, (iii) securities issued or guaranteed by
the U.S.
or any instrumentality thereof, (iv) bank deposit notes and certificates
of deposit, (v) loan participations, (vi) repurchase agreements,
(vii)
securities owned but subject to a repurchase agreement and (viii)
currency, interest rate and commodity swaps.
|
|
|
4.
|
For
purposes of determining the aggregate amount of securities owned
and/or
invested on a discretionary basis by the Transferee, the Transferee
used
the cost of such securities to the Transferee and did not include
any of
the securities referred to in the preceding paragraph. Further,
in
determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if
such
subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed
under
the Transferee's direction. However, such securities were not included
if
the Transferee is a majority-owned, consolidated subsidiary of
another
enterprise and the Transferee is not itself a reporting company
under the
Securities Exchange Act of 1934.
|
|
|
5.
|
The
Transferee acknowledges that it is familiar with Rule 144A and
understands
that the Transferor and other parties related to the Certificates
are
relying and will continue to rely on the statements made herein
because
one or more sales to the Transferee may be in reliance on Rule
144A.
|
|
___
Yes
|
___
No
|
Will
the Transferee be purchasing the Certificates only for the Transferee's
own account?
|
|
6.
|
If
the answer to the foregoing question is “no”, the Transferee agrees that,
in connection with any purchase of securities sold to the Transferee
for
the account of a third party (including any separate account) in
reliance
on Rule 144A, the Transferee will only purchase for the account
of a third
party that at the time is a “qualified institutional buyer” within the
meaning of Rule 144A. In addition, the Transferee agrees that the
Transferee will not purchase securities for a third party unless
the
Transferee has obtained a current representation letter from such
third
party or taken other appropriate steps contemplated by Rule 144A
to
conclude that such third party independently meets the definition
of
“qualified institutional buyer” set forth in Rule 144A.
|
|
|
7.
|
The
Transferee will notify each of the parties to which this certification
is
made of any changes in the information and conclusions herein.
Until such
notice is given, the Transferee's purchase of the Certificates
will
constitute a reaffirmation of this certification as of the date
of such
purchase. In addition, if the Transferee is a bank or savings and
loan as
provided above, the Transferee agrees that it will furnish to such
parties
updated annual financial statements promptly after they become
available.
|
|
|
Dated:
|
|||||||||||||
|
Print
Name of Transferee
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
1 Transferee must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee is a dealer, and, in that case, Transferee must own and/or invest on a discretionary basis at least $10,000,000 in securities. $25,000,000 as demonstrated in its latest annual financial statements, A COPY OF WHICH IS ATTACHED HERETO.
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees That Are Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and 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.
|
Dated:
|
|||||||||||||
|
Print
Name of Transferee or Advisor
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
IF
AN ADVISER:
|
|||||||||||||
|
Print
Name of Transferee
|
|||||||||||||
FORM
OF TRANSFEREE REPRESENTATION LETTER
The
undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:
|
1.
|
I
am an executive officer of the Purchaser.
|
|
2.
|
The
Purchaser is a “qualified institutional buyer”, as defined in Rule 144A,
(“Rule 144A”) under the Securities Act of 1933, as amended.
|
|
3.
|
As
of the date specified below (which is not earlier than the last
day of the
Purchaser's most recent fiscal year), the amount of “securities”, computed
for purposes of Rule 144A, owned and invested on a discretionary
basis by
the Purchaser was in excess of $100,000,000.
|
|
Name
of Purchaser
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
Date
of this certificate:
|
|||||||||||||
|
Date
of information provided in paragraph 3
|
|||||||||||||
EXHIBIT
F-2
FORM
OF
RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
|
STATE
OF
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF
|
)
|
The
undersigned, being first duly sworn, deposes and says as follows:
1. The
undersigned is an officer of, the proposed Transferee of an Ownership Interest
in a Residual Certificate (the “Certificate”)
issued
pursuant to the Pooling and Servicing Agreement dated as of August 1, 2006
(the
“Agreement”),
among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
Xxxxx
Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan Chase Bank, National
Association as servicers, (the “Servicers”),
Citibank, N.A. as trust administrator and U.S. Bank National Association,
as
trustee (the “Trustee”).
Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
shall have the meanings ascribed to such terms in the Agreement. The Transferee
has authorized the undersigned to make this affidavit on behalf of the
Transferee for the benefit of the Depositor and the Trustee.
2. The
Transferee is, as of the date hereof, and will be, as of the date of the
Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate for its own account. The Transferee has no knowledge
that any such affidavit is false.
3. The
Transferee has been advised of, and understands that (i) a tax will be
imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman)
for
a Person that is not a Permitted Transferee, on the agent; and (iii) the
Person otherwise liable for the tax shall be relieved of liability for the
tax
if the subsequent Transferee furnished to such Person an affidavit that such
subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
such Person does not have actual knowledge that the affidavit is
false.
4. The
Transferee has been advised of, and understands that a tax will be imposed
on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Transferee understands
that
such tax will not be imposed for any period with respect to which the record
holder furnishes to the pass-through entity an affidavit that such record
holder
is a Permitted Transferee and the pass-through entity does not have actual
knowledge that such affidavit is false. (For this purpose, a “pass-through
entity” includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass-through entities as a nominee for another
Person.)
5. The
Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions
on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide
by
the provisions of Section 5.02(d) of the Agreement and the restrictions
noted on the face of the Certificate. The Transferee understands and agrees
that
any breach of any of the representations included herein shall render the
Transfer to the Transferee contemplated hereby null and void.
6. The
Transferee agrees to require a Transfer Affidavit from any Person to whom
the
Transferee attempts to Transfer its Ownership Interest in the Certificate,
and
in connection with any Transfer by a Person for whom the Transferee is acting
as
nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person
that
the Transferee knows is not a Permitted Transferee. In connection with any
such
Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
a
certificate substantially in the form set forth as Exhibit L to the
Agreement (a “Transferor
Certificate”)
to the
effect that such Transferee has no actual knowledge that the Person to which
the
Transfer is to be made is not a Permitted Transferee.
7. The
Transferee has historically paid its debts as they have come due, intends
to pay
its debts as they come due in the future, and understands that the taxes
payable
with respect to the Certificate may exceed the cash flow with respect thereto
in
some or all periods and intends to pay such taxes as they become due. The
Transferee does not have the intention to impede the assessment or collection
of
any tax legally required to be paid with respect to the
Certificate.
8. The
Transferee’s taxpayer identification number is ___________.
9. The
Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).
10. The
Transferee is aware that the Certificate may be a “noneconomic residual
interest” within the meaning of proposed Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
11. The
Transferee will not cause income from the Certificate to be attributable
to a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the Transferee or any other U.S.
person.
12. Check
one
of the following:
The
present value of the anticipated tax liabilities associated with holding
the
Certificate, as applicable, does not exceed the sum of:
|
(i)
|
the
present value of any consideration given to the Transferee to acquire
such
Certificate;
|
|
(ii)
|
the
present value of the expected future distributions on such Certificate;
and
|
|
(iii)
|
the
present value of the anticipated tax savings associated with holding
such
Certificate as the related REMIC generates
losses.
|
For
purposes of this calculation, (i) the Transferee is assumed to pay tax at
the
highest rate currently specified in Section 11(b) of the Code (but the tax
rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject
to the
alternative minimum tax under Section 55 of the Code in the preceding two
years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using
a
discount rate equal to the short-term Federal rate prescribed by Section
1274(d)
of the Code for the month of the transfer and the compounding period used
by the
Transferee.
The
transfer of the Certificate complies with U.S. Treasury Regulations Sections
1.860E-1(c)(5) and (6) and, accordingly,
|
(i)
|
the
Transferee is an “eligible corporation,” as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), as to which income from
the
Certificate will only be taxed in the United
States;
|
|
(ii)
|
at
the time of the transfer, and at the close of the Transferee’s two fiscal
years preceding the year of the transfer, the Transferee had gross
assets
for financial reporting purposes (excluding any obligation of a
person
related to the Transferee within the meaning of U.S. Treasury Regulations
Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
in
excess of $10 million;
|
|
(iii)
|
the
Transferee will transfer the Certificate only to another “eligible
corporation,” as defined in U.S. Treasury Regulations Section
1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
of
Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
of
the U.S. Treasury Regulations;
and
|
|
(iv)
|
the
Transferee determined the consideration paid to it to acquire the
Certificate based on reasonable market assumptions (including,
but not
limited to, borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates and
other
factors specific to the Transferee) that it has determined in good
faith.
|
None
of the above.
13. The
Transferee is not an employee benefit plan that is subject to Title I of
ERISA
or a plan that is subject to Section 4975 of the Code or a plan subject to
any Federal, state or local law that is substantially similar to Title I
of
ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
of
or investing plan assets of such a plan.
IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed
on its
behalf, pursuant to authority of its Board of Directors, by its duly authorized
officer and its corporate seal to be hereunto affixed, duly attested, this
day
of
,
20 .
|
[NAME
OF TRANSFEREE]
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
[Corporate
Seal]
ATTEST:
[Assistant]
Secretary
Personally
appeared before me the above-named __________, known or proved to me to be
the
same person who executed the foregoing instrument and to be the ___________
of
the Transferee, and acknowledged that he executed the same as his free act
and
deed and the free act and deed of the Transferee.
Subscribed
and sworn before me this
day
of
,
20 .
|
NOTARY
PUBLIC
|
|
|
My
Commission expires the __ day
of
_________, 20__
|
FORM
OF
TRANSFEROR AFFIDAVIT
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
||
|
COUNTY
OF NEW YORK
|
)
|
__________________________,
being duly sworn, deposes, represents and warrants as follows:
1. I
am a
____________________ of ____________________________ (the “Owner”), a
corporation duly organized and existing under the laws of ______________,
on
behalf of whom I make this affidavit.
2. The
Owner
is not transferring the Class R Certificates or Class R-X Certificates (the
“Residual Certificates”) to impede the assessment or collection of any
tax.
3. The
Owner
has no actual knowledge that the Person that is the proposed transferee (the
“Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
any taxes owed by such proposed transferee as holder of the Residual
Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
for so long as the Residual Certificates remain outstanding and (iii) is
not a
Permitted Transferee.
4. The
Owner
understands that the Purchaser has delivered to the 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__.
|
[OWNER]
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title: [Vice]
President
|
|||||||||||||
|
ATTEST
|
||||||
|
By:
|
||||||
|
Name:
|
||||||
|
Title: [Assistant]
Secretary
|
||||||
Personally
appeared before me the above-named , known or proved to me to be the same
person
who executed the foregoing instrument and to be a [Vice] President of the
Owner,
and acknowledged to me that [he/she] executed the same as [his/her] free
act and
deed and the free act and deed of the Owner.
Subscribed
and sworn before me this ____ day of __________, 20___.
|
Notary
Public
|
|
|
County
of _________________________
|
|
|
State
of ___________________________
|
|
|
My
Commission expires:
|
EXHIBIT
G
FORM
OF
CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
[Date]
Citibank,
N.A.
000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
XX 00000
|
Re:
|
Citigroup
Mortgage Loan Trust Inc.Asset-Backed Pass-Through Certificates,
Series
2006-HE2, Mortgage Class
|
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
Mortgage Loan Trust, Series 2006-HE2, Mortgage Pass-Through Certificates,
Class
[CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”),
among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
Xxxxx
Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan Chase Bank, National
Association as servicers, (the “Servicers”),
Citibank, N.A. as trust administrator and U.S. Bank National Association,
as
trustee (the “Trustee”).
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to, and covenants with the Depositor,
the
Trustee and the Servicers that:
The
Certificates (i) are not being acquired by, and will not be transferred to,
any
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or other
retirement arrangement, including individual retirement accounts and annuities,
Xxxxx plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
acquired with “plan assets,” of a Plan within the meaning of the Department of
Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101 of a Plan, and (iii) will not
be transferred to any entity that is deemed to be investing in plan assets
of a
Plan.
|
Very
truly yours,
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
EXHIBIT
H-1
FORM
CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K
|
Re:
|
Citigroup
Mortgage Loan Trust, Series 2006-HE2
Asset
Backed Pass-Through Certificates, Series
2006-HE2
|
I,
[_____], certify that:
l. I
have
reviewed this annual report on Form 10-K, and all reports on Form 10-D required
to be filed in respect of the period covered by this report on Form 10-K
of
Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through Certificates, Series
2006-HE2 (the “Exchange Act periodic reports”);
2. Based
on
my knowledge, the Exchange Act periodic reports, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period covered
by
this report;
3. Based
on
my knowledge, all of the distribution, servicing and other information required
to be provided under Form 10-D for the period covered by this report is included
in the Exchange Act periodic reports;
4. Based
on
my knowledge and upon the annual compliance statement required in this report
under Item 1123 of Regulation AB, and except as disclosed in the Exchange
Act
periodic reports, the Servicers has fulfilled each of its obligations under
the
servicing agreement; and
5. All
of
the reports on assessment of compliance with servicing criteria for asset-backed
securities and their related attestation reports on assessment of compliance
with servicing criteria for asset-backed securities required to be included
in
this report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules
13a-18 and 15d-18 have been included as an exhibit to this report, except
as
otherwise disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K.
In
giving
the certifications above, I have reasonably relied on information provided
to me
by the following unaffiliated parties: Xxxxx Fargo Bank, N.A., Ameriquest
Mortgage Company, JPMorgan Chase Bank, National Association and Citibank,
N.A.
Date:
[__], 2006
|
CITIGROUP
MORTGAGE LOAN TRUST, INC.
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
Date:
|
|||||||||||||
EXHIBIT
H-2
FORM
CERTIFICATION TO BE
PROVIDED
TO DEPOSITOR BY THE TRUST ADMINISTRATOR
|
Re:
|
Citigroup
Mortgage Loan Trust, Series 2006-HE2
Asset
Backed Pass-Through Certificates, Series
2006-HE2
|
The
Trust
Administrator of the Trust, hereby certifies to Citigroup Mortgage Loan Trust
Inc. (the “Depositor”), and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification,
that:
1. The
Trust
Administrator has reviewed the annual report on Form 10-K for the fiscal
year
[___], and all reports on Form 10-D required to be filed in respect of the
period covered by such Form 10-K of the Depositor relating to the
above-referenced trust (the “Exchange Act periodic reports”);
2. Based
on
the Trust Administrator’s knowledge, the information in the distribution reports
prepared by the Trust Administrator, taken as a whole, does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading as of the last day of the period covered
by
that annual report; and
3. The
information provided by the Trust Administrator pursuant to Sections 3.21
and
4.07 (solely with respect to information about the Trust Administrator) does
not
contain any untrue statement of material fact.
4. Based
on
the Trust Administrator’s knowledge, the distribution information required to be
provided by the Trust Administrator under the Pooling and Servicing Agreement
is
included in the Exchange Act periodic reports.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated August 1, 2006 (the “Pooling and
Servicing Agreement”), among the Depositor as depositor, Xxxxx Fargo Bank, N.A.,
Ameriquest Mortgage Company and JPMorgan Chase Bank, National Association
as
servicers, Citibank, N.A. as trust administrator and U.S. Bank National
Association as trustee.
|
CITIBANK,
N.A.,
as
Trust Administrator
|
|||||||||||||
|
By:
|
|||||||||||||
| Name: | |||||||||||||
| Title: | |||||||||||||
| Date: | |||||||||||||
EXHIBIT
H-3
FORM
CERTIFICATION TO BE
PROVIDED
TO DEPOSITOR BY THE SERVICERS
|
Re:
|
Citigroup
Mortgage Loan Trust, Series 2006-HE2
Asset
Backed Pass-Through Certificates, Series
2006-HE2
|
I,
[identify the certifying individual], acting of [Xxxxx Fargo Bank, N.A. (“Xxxxx
Fargo”)] [Ameriquest Mortgage Company], certify to Citigroup Mortgage Loan
Trust, Inc. (the “Depositor”), the Trust Administrator and their respective
officers, directors and affiliates, and with the knowledge and intent that
they
will rely upon this certification, that:
1. I
have
reviewed the information provided to the Trust Administrator by the Servicers
pursuant to the Pooling and Servicing Agreement and included in the annual
report on Form 10-K for the fiscal year [___], and all reports on Form 10-D
required to be filed in respect of the period covered by such Form 10-K of
the
Depositor relating to the above-referenced trust (the “Exchange Act periodic
reports”) (the “Servicing Information”);
2. Based
on
my knowledge, the Servicing Information in the Exchange Act periodic reports,
taken as a whole, does not contain any untrue statement of a material fact
or
omit to state a material fact necessary to make the statements made, in light
of
the circumstances under which such statements were made, not misleading as
of
the last day of the period covered by that annual report;
3. Based
on
my knowledge, the Servicing Information required to be provided to the Trust
Administrator by the Servicers has been provided as required under the Pooling
and Servicing Agreement;
4. I
am
responsible for reviewing the activities performed by the Servicers under
the
Pooling and Servicing Agreement and based upon the review required under
the
Pooling and Servicing Agreement, and except as disclosed to the Depositor
and
the Trust Administrator, the Servicers has fulfilled in all material respects
its obligations under the Pooling and Servicing Agreement; and
5. I
have
disclosed to the Servicers’s certified public accountants and the Depositor all
significant deficiencies relating to the Servicers’s compliance with the
Servicing Criteria 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 August 1, 2006 (the “Pooling and Servicing
Agreement”), among the Depositor as depositor, Xxxxx Fargo Bank, N.A.,
Ameriquest Mortgage Company and JPMorgan Chase Bank, National Association
as
Servicers, Citibank, N.A. as trust administrator and U.S. Bank National
Association as trustee.
|
[XXXXX
FARGO BANK, N.A.] [Ameriquest
Mortgage Company]
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
Date:
|
|||||||||||||
EXHIBIT
H-4
FORM
CERTIFICATION TO BE
PROVIDED
TO DEPOSITOR BY THE JPMORGAN
|
Re:
|
Citigroup
Mortgage Loan Trust, Series 2006-HE2
Asset
Backed Pass-Through Certificates, Series
2006-HE2
|
JPMorgan
Chase Bank, National Association (the “Company”) certifies to Citigroup Mortgage
Loan Trust, Inc. (the “Depositor”) and their officers, with the knowledge and
intent that they will rely upon this certification, that:
(1) The
Company has reviewed the Company compliance statement provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the Depositor (collectively,
the “Company Servicing Information”) pursuant to the Pooling and Servicing
Agreement, dated as of August 1, 2006, among the Depositor, the Company,
Xxxxx
Fargo Bank, N.A., Ameriquest Mortgage Company, Citibank, N.A. and U.S. Bank
national Association (the “Agreement”);
(2) Based
on
the Company’s knowledge, the Company Servicing Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state
a
material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with
respect
to the period of time covered by the Company Servicing Information;
(3) Based
on
the Company’s knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the
Depositor;
(4) Based
upon the Company’s knowledge and the compliance review conducted in preparing
the Compliance Statement and except as disclosed in the Compliance Statement,
the Servicing Assessment or the Attestation Report, the Company has fulfilled
its obligations under the Agreement in all material respects; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to
the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer or Subcontractor pursuant
to the
Agreement, have been provided to the Depositor. Any material instances of
noncompliance described in such reports have been disclosed to the Depositor.
Any material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
Capitalized
terms used but not defined herein have the meanings ascribed to them in
the
Agreement.
|
JPMorgan
Chase Bank, National Association
|
||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
||||||||
|
Date:
|
||||||||
EXHIBIT
I
FORM
OF
CAP CONTRACT
SWISS
RE FINANCIAL PRODUCTS CORPORATION
00
Xxxx
00xx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Fax:
(000) 000-0000/Phone: (000) 000-0000
DATE:
August
30, 2006
TO:
Citibank,
N.A., in its capacity as cap trustee for the trust created pursuant to
the Cap
Administration Agreement (the “Cap Trust”) with respect to the Citigroup
Mortgage Loan
Trust Inc., Asset-Backed Pass-Through Certificates, Series 2006-HE2 (the
“Trustee”) (“Party B”)
x/x
Xxxxxxxx, N.A.
Xxxxxxx
Xxxxxxx
000
Xxxxxxxxx Xx., 00xx Xxxxx
Xxx
Xxxx,
XX 00000
Phone:
(000) 000-0000
Fax:
(000) 000-0000
FROM:
Swiss
Re
Financial Products Corporation (“Party A”)
RE:
CAP
TRANSACTION
Our
Reference Number: 1045905
Dear
Sir
or Madam:
The
purpose of this letter agreement is to confirm the terms and conditions
of the
Transaction entered into between Citibank, N.A.,
in its
capacity as cap trustee for the trust
created pursuant to the Cap Administration Agreement (the “Cap Trust”) with
respect to the
Citigroup Mortgage Loan
Trust Inc., Asset Backed Pass-Through Certificates, Series 2006-HE2,
and
Swiss
Re Financial Products Corporation (each a “party” and together “the parties”) on
the Trade Date specified below (the “Transaction”).
This
letter agreement constitutes a “Confirmation” and the definitions and provisions
contained in the 2000 ISDA Definitions (the “Definitions”) as published by the
International Swaps and Derivatives Association, Inc., (“ISDA”) are incorporated
into this Confirmation. Any reference to a “Swap Transaction” in the Definitions
is deemed to be a reference to a “Transaction” for the purposes of this
Agreement, and any reference to a “Transaction” in this Agreement is deemed to
be a reference to a “Swap Transaction” for the purposes of the Definitions.
In
the
event of any inconsistency between the Definitions and this Confirmation,
this
Confirmation will govern.
This
Confirmation will be governed by and subject to the terms and conditions
which
would be applicable if, prior to the Trade Date, the parties had executed
and
delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the
form
published by ISDA in 1992 (the “Master Agreement”), with the attached Schedule B
as the Schedule to the Master Agreement and the modifications provided
below
(collectively, the “Agreement”). In the event of any inconsistency between the
provisions of the Master Agreement and this Confirmation, this Confirmation
and
the attached Schedule B will govern. For the avoidance of doubt, the Transaction
described herein shall be the sole Transaction governed by such Master
Agreement.
Other
capitalized terms used herein (but not otherwise defined) shall have the
meaning
specified in that certain Pooling and Servicing Agreement, dated as of
August 1,
2006 (the “PSA”), among Citigroup Mortgage Loan Trust Inc., as depositor, Xxxxx
Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan Chase Bank,
National
Association, as servicers, Citibank, N.A., as trust administrator, and
U.S. Bank
National Association, as trustee.
In
this Confirmation “Party A” means Swiss Re Financial Products Corporation and
“Party B” means Citibank, N.A., in its capacity as cap trustee for the Citigroup
Mortgage Loan
Trust Inc., Asset-Backed Pass-Through Certificates, Series
2006-HE2.
1.
This
Confirmation evidences a complete binding agreement between the parties
as to
the terms of the Transaction to which this Confirmation relates. In addition,
each party represents to the other party and will be deemed to represent
to the
other party on the date on which it enters into a Transaction that (absent
a
written agreement between the parties that expressly imposes affirmative
obligations to the contrary for that Transaction):
| (i) |
Principal.
In
the case of Party A, it is acting as principal and not as agent
when
entering into the Transaction and in the case of Party B, it
is acting not
in its individual capacity but solely as Trustee of the Trust
when
entering into the Transaction.
|
| (ii) |
Non-Reliance.
In
the case of Party A, it is acting for its own account and, in
the case of
Party B, it is acting not in its individual capacity but solely
as
Trustee, and in the case of both parties, it has made its own
independent
decisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon its own
judgment
and upon advice from such advisors as it has deemed necessary
and, with
respect to Party B, as directed under the PSA. It is not relying
on any
communication (written or oral) of the other party as investment
advice or
as a recommendation to enter into that Transaction; it being
understood
that information and explanations related to the terms and conditions
of a
Transaction shall not be considered investment advice or a recommendation
to enter into that Transaction. No communication (written or
oral)
received from the other party shall be deemed to be an assurance
or
guarantee as to the expected results of that
Transaction.
|
| (iii) |
Evaluation
and Understanding. It
is capable of evaluating and understanding (on its own behalf
or through
independent professional advice), and understands and accepts,
the terms,
conditions and risks of the Agreement and the Transaction. It
is also
capable of assuming, and assumes, the financial and other risks
of the
Agreement and the Transaction.
|
| (iv) |
Status
of Parties. The
other party is not acting as an agent, fiduciary or advisor for
it in
respect of that Transaction
|
2.
The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
|
Notional
Amount:
|
As
set forth in the Attached Schedule, Schedule A
|
|
|
Trade
Date:
|
August
3, 2006
|
|
|
Effective
Date:
|
August
30, 2006
|
|
|
Termination
Date:
|
October
25, 2011, subject to adjustment in accordance with the Following
Business
Day Convention.
|
|
|
Fixed
Amounts:
|
||
|
Fixed
Rate Payer:
|
Party
B
|
|
|
Fixed
Rate Payer Payment Date:
|
August
30, 2006
|
|
|
Fixed
Amount:
|
USD
3,380,000
|
|
|
Floating
Amounts:
|
||
|
Floating
Rate Payer:
|
Party
A
|
|
|
Cap
Rate:
|
5.60%
|
|
|
Floating
Rate Payer Period End Dates:
|
The
25th
day of each month of each year, commencing September 25, 2006,
subject to
adjustment in accordance with the Following Business Day
Convention.
|
|
|
Floating
Rate Payer Payment Dates:
|
Early
payment shall be applicable. The Floating Rate Payer Payment
Date shall be
two (2) Business Days prior to each Period End Date, commencing
on
September 21, 2006
|
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA;
provided that the Floating Rate Option shall be determined two
(2) London
and New York Business Days prior to the Reset Date.
|
|
|
Floating
Amount:
|
To
be determined in accordance with the following formula:
The
greater of (i)250 * (Floating Rate Option - Cap Rate) * Notional
Amount *
Floating Rate Day Count Fraction, and (ii) zero
|
|
|
Designated
Maturity:
|
One
month
|
|
|
Spread:
|
None
|
|
|
Floating
Rate Day Count Fraction:
|
Actual/360
|
|
|
Reset
Dates:
|
The
first day of each Calculation Period.
|
|
|
Compounding:
|
Inapplicable
|
|
|
Business
Days for payment:
|
New
York
|
|
|
Calculation
Agent:
|
Party
A
|
|
|
3.
Recording
of Conversations
Each
party (i) consents to the recording of the telephone conversations
of
trading and marketing personnel of the parties, (ii) agrees to
obtain any
necessary consent of, and give notice of such recording to, such
personnel
of it, and (iii) agrees that recordings may be submitted in evidence
in
any proceedings relating to this Agreement or any potential
Transaction.
|
||
|
4.
Account
Details:
|
||
|
Account
for payments to Party A:
|
JPMorgan
Chase Bank
SWIFT:
XXXXXX00
Account
of: Swiss Re Financial Products
Account
No.: 066-911184
ABA#
000000000
|
|
|
Account
for payments to Party B:
|
Citibank,
N.A.
ABA:
000-000-000
A/C#:
0000-0000
A/C
Name: SF Incoming Wire Account
Ref:
CMLTI 2006-HE2 AC #106008
|
|
|
5.
Offices:
|
|
|
The
Office of Party A for this Transaction is:
The
Office of Party B for this Transaction:
|
New
York, NY
New
York, NY
|
Please
promptly confirm that the foregoing correctly sets forth the terms of the
Transaction entered into between us by
responding within three (3) Business Days
by
executing this Confirmation and returning it to us by facsimile to:
Swiss
Re Financial Products Corporation
Attention:
Derivatives Documentation
Fax:
(000) 000-0000 Phone: (000) 000-0000
Failure
to respond within such period shall not affect the validity or enforceability
of
this Transaction, and shall be deemed to be an affirmation of the terms
and
conditions contained herein, absent manifest error.
|
Swiss
Re Financial Products Corporation
|
Accepted
and confirmed as of the date first written:
Citibank,
N.A., in
its capacity as cap trustee for the Cap Trust with respect to
the
Citigroup Mortgage Loan
Trust Inc., Asset- Backed Pass-Through Certificates, Series
2006-HE2
|
||
|
By:
|
By:
|
||
|
Name:
|
Name:
|
||
|
Title:
|
Title:
|
||
Schedule
A
to the
Confirmation dated as August 30, 2006
Re:
Reference Number: 1045905
Between
Swiss Re Financial Products Corporation and Citibank, N.A. in its capacity
as
cap trustee for the Cap Trust with respect to the Citigroup
Mortgage Loan
Trust Inc., Asset-Backed Pass-Through Certificates, Series 2006-HE2.
Amortization
Schedule, subject
to adjustment
in accordance with the Following Business Day Convention
|
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
|
August
30, 2006
|
September
25, 2006
|
2,841,220.00
|
|
September
25, 2006
|
October
25, 2006
|
2,802,347.55
|
|
October
25, 2006
|
November
25, 2006
|
2,756,888.83
|
|
November
25, 2006
|
December
25, 2006
|
2,705,989.73
|
|
December
25, 2006
|
January
25, 2007
|
2,649,802.82
|
|
January
25, 2007
|
February
25, 2007
|
2,587,728.55
|
|
February
25, 2007
|
March
25, 2007
|
2,521,873.87
|
|
March
25, 2007
|
April
25, 2007
|
2,448,386.46
|
|
April
25, 2007
|
May
25, 2007
|
2,371,830.26
|
|
May
25, 2007
|
June
25, 2007
|
2,293,627.55
|
|
June
25, 2007
|
July
25, 2007
|
2,215,538.65
|
|
July
25, 2007
|
August
25, 2007
|
2,137,711.66
|
|
August
25, 2007
|
September
25, 2007
|
2,058,942.63
|
|
September
25, 2007
|
October
25, 2007
|
1,981,402.42
|
|
October
25, 2007
|
November
25, 2007
|
1,902,623.98
|
|
November
25, 2007
|
December
25, 2007
|
1,823,406.12
|
|
December
25, 2007
|
January
25, 2008
|
1,733,421.99
|
|
January
25, 2008
|
February
25, 2008
|
1,645,914.32
|
|
February
25, 2008
|
March
25, 2008
|
1,558,737.26
|
|
March
25, 2008
|
April
25, 2008
|
1,475,647.58
|
|
April
25, 2008
|
May
25, 2008
|
1,396,376.89
|
|
May
25, 2008
|
June
25, 2008
|
1,318,763.23
|
|
June
25, 2008
|
July
25, 2008
|
1,245,133.06
|
|
July
25, 2008
|
August
25, 2008
|
1,177,135.30
|
|
August
25, 2008
|
September
25, 2008
|
1,113,583.88
|
|
September
25, 2008
|
October
25, 2008
|
1,054,021.73
|
|
October
25, 2008
|
November
25, 2008
|
992,389.02
|
|
November
25, 2008
|
December
25, 2008
|
942,244.29
|
|
December
25, 2008
|
January
25, 2009
|
895,282.62
|
|
January
25, 2009
|
February
25, 2009
|
853,262.84
|
|
February
25, 2009
|
March
25, 2009
|
813,357.64
|
|
March
25, 2009
|
April
25, 2009
|
775,301.91
|
|
April
25, 2009
|
May
25, 2009
|
739,040.64
|
|
May
25, 2009
|
June
25, 2009
|
704,792.20
|
|
June
25, 2009
|
July
25, 2009
|
672,150.66
|
|
July
25, 2009
|
August
25, 2009
|
641,133.02
|
|
August
25, 2009
|
September
25, 2009
|
611,658.20
|
|
September
25, 2009
|
October
25, 2009
|
611,658.20
|
|
October
25, 2009
|
November
25, 2009
|
611,658.20
|
|
November
25, 2009
|
December
25, 2009
|
598,849.63
|
|
December
25, 2009
|
January
25, 2010
|
578,480.48
|
|
January
25, 2010
|
February
25, 2010
|
558,806.60
|
|
February
25, 2010
|
March
25, 2010
|
539,803.92
|
|
March
25, 2010
|
April
25, 2010
|
521,449.42
|
|
April
25, 2010
|
May
25, 2010
|
503,721.00
|
|
May
25, 2010
|
June
25, 2010
|
486,599.71
|
|
June
25, 2010
|
July
25, 2010
|
470,062.14
|
|
July
25, 2010
|
August
25, 2010
|
454,088.38
|
|
August
25, 2010
|
September
25, 2010
|
438,659.02
|
|
September
25, 2010
|
October
25, 2010
|
423,755.36
|
|
October
25, 2010
|
November
25, 2010
|
409,359.26
|
|
November
25, 2010
|
December
25, 2010
|
395,453.92
|
|
December
25, 2010
|
January
25, 2011
|
382,021.84
|
|
January
25, 2011
|
February
25, 2011
|
369,041.20
|
|
February
25, 2011
|
March
25, 2011
|
356,498.43
|
|
March
25, 2011
|
April
25, 2011
|
344,380.70
|
|
April
25, 2011
|
May
25, 2011
|
332,675.21
|
|
May
25, 2011
|
June
25, 2011
|
321,345.94
|
|
June
25, 2011
|
July
25, 2011
|
310,401.34
|
|
July
25, 2011
|
August
25, 2011
|
299,824.72
|
|
August
25, 2011
|
September
25, 2011
|
289,608.58
|
|
September
25, 2011
|
October
25, 2011
|
279,741.02
|
Schedule
B
to the
Confirmation dated as of August 30, 2006
Re:
Reference Number: 1045905
Between
Swiss Re Financial Products Corporation (“Party A”) and
Citibank, N.A., in
its
capacity as cap trustee for the Cap Trust with respect to the Citigroup
Mortgage
Loan
Trust Inc., Asset Backed Pass-Through Certificates, Series 2006-HE2 (“Party
B”).
Part
1. Termination Provisions.
(a)
“Specified
Entity” means
in
relation to Party A for the purpose of the Agreement:
Section
5(a)(v): None.
Section
5(a)(vi): None.
Section
5(a)(vii): None.
Section
5(b)(iv): None.
and
in
relation to Party B for the purpose of the Agreement:
Section
5(a)(v): None.
Section
5(a)(vi): None.
Section
5(a)(vii): None.
Section
5(b)(iv): None.
(b)
“Specified
Transaction” is
inapplicable to Party A and Party B for any purpose.
(c)
The
“Breach
of Agreement”
provisions of Section 5(a)(ii) of the Agreement will be inapplicable to
Party A
and Party B.
(d)
The
“Credit
Support Default”
provisions of Section 5(a)(iii) of the Agreement will be inapplicable to
Party
B.
(e)
The
“Misrepresentation”
provisions of Section 5(a)(iv) of the Agreement will
be
inapplicable to Party A and Party B.
(f)
The
“Default
Under Specified Transaction”
provisions of Section 5(a)(v) of the Agreement will be inapplicable to
Party A
and Party B.
(g) The
“Cross
Default” provisions
of Section 5(a)(vi) of the Agreement will
be
inapplicable to Party A and Party B.
(h) The
"Bankruptcy"
provision
of Section 5(a)(vii)(2) of the Agreement will be inapplicable to Party
B.
(i)
The “Merger
Without Assumption”
provision of Section 5(a)(viii) of the Agreement will be inapplicable to
Party
B.
(j) The
“Credit
Event Upon Merger” provisions
of Section 5(b)(iv) of the Agreement will be inapplicable to Party A and
Party
B.
(k)
The “Automatic
Early Termination” provision
of Section 6(a) of the Agreement will be inapplicable to Party A and Party
B
(l)
Payments
on Early Termination.
For
the
purpose of Section 6(e) of the Agreement:
(i)
Market Quotation will apply; and
(ii)
The
Second Method will apply.
(m)
“Termination
Currency” means
United States Dollars.
(n)
“Additional
Termination Event” will
not
apply, except as provided in Part 5(l) hereof or any confirmation.
(o)
Gross
Up.
The
provisions of Section 2(d)(i)(4) and 2(d)(ii) of the Master Agreement shall
not
apply to Party B such that Party B shall not be required to pay any additional
amounts referred to therein.
Part
2. Tax Representations.
Payer
Representations. For
the
purpose of Section 3(e) of the Agreement, Party A and Party B will make
the
following representation:
It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment
(other
than interest under Section 2(e), 6(d)(ii) or 6(e) of the Agreement) to
be made
by it to the other party under this Agreement. In making this representation,
it
may rely on (i) the accuracy of any representations made by the other party
pursuant to Section 3(f) of the Agreement, (ii) the satisfaction of the
agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement and
the
accuracy and effectiveness of any document provided by the other party
pursuant
to Section 4(a)(i) or 4(a)(iii) of the Agreement and (iii) the satisfaction
of
the agreement of the other party contained in Section 4(d) of the Agreement,
provided
that
it
shall not be a breach of this representation where reliance is placed on
clause
(ii) and the other party does not deliver a form or document under Section
4(a)(iii) of the Agreement by reason of material prejudice to its legal
or
commercial position.
Payee
Representations.
For
the
purpose of Section 3(f) of the Agreement, Party A and Party B make the
following
representations:
|
(i)
|
Party
A represents that it is
a corporation organized under the laws of the State of
Delaware.
|
|
(ii)
|
Party
B represents that it is
a
Trustee under the Pooling and Servicing Agreement.
|
Part
3. Agreement to Deliver Documents.
For
the
purpose of Sections 4(a)(i) and (ii) of the Agreement, Party A and Party
B agree
to deliver the following documents, as applicable:
| (a) |
Tax
forms, documents or certificates to be delivered
are:
|
|
Party
Required to Deliver Document
|
Form/Document/Certificate
|
Date
by Which
to
be Delivered
|
|
Party
A and Party B
|
Any
form or document required or reasonably requested to allow the
other party
to make payments under the Agreement without any deduction or
withholding
for or on account of any Tax, or with such deduction or withholding
at a
reduced rate.
|
Promptly
upon reasonable
demand
by the other party.
|
|
(b)
|
Other
documents to be delivered and covered by the Section 3(d) representation
are:--
|
|
Party
required to deliver
|
Form/Document/or
Certificate
|
Date
by which to be delivered
|
Covered
by Section 3(d) representation
|
|
Party
A
and Party B
|
Certified
copy of the Board of Directors resolution (or equivalent authorizing
documentation) which sets forth the authority of each signatory
to the
Confirmation signing on its behalf and the authority of such
party to
enter into Transactions contemplated and performance of its obligations
hereunder.
|
Concurrently
with the execution and delivery of the Confirmation.
|
Yes
|
|
Party
A and Party B
|
Incumbency
Certificate (or, if available the current authorized signature
book or
equivalent authorizing documentation) specifying the names, titles,
authority and specimen signatures of the persons authorized to
execute the
Confirmation which sets forth the specimen signatures of each
signatory to
the Confirmation signing on its behalf.
|
Concurrently
with the execution and delivery of the Confirmation unless previously
delivered and still in full force and effect.
|
Yes
|
|
Party
A
|
The
Guaranty of Swiss Reinsurance Company (“Swiss Re”), dated as of the date
hereof, issued by Swiss Re as Party A’s Credit Support Provider (in the
form annexed hereto as Exhibit
A).
|
Concurrently
with the execution and delivery of the Confirmation.
|
No
|
|
Party
B
|
The
PSA.
|
Concurrently
with the execution and delivery of the Confirmation.
|
No
|
Part
4. Miscellaneous.
(a)
Addresses
for Notices.
For
the
purposes of Section 12(a) of the Agreement:
Addresses
for notices or communications to Party A and to Party B shall be those
set forth
on the first page of the Confirmation.
(b)
Process
Agent.
For
the
purpose of Section 13(c) of the Agreement:
Party
A
appoints as its Process Agent: None.
Party
B
appoints as its Process Agent: None.
(c)
Offices.
With
respect to Party A, the provisions of Section 10(a) of the Agreement will
apply.
(d)
Multibranch
Party.
For the
purpose of Section 10(c) of the Agreement:
Party
A
is not a Multibranch Party.
Party
B
is not a Multibranch Party.
(e)
Credit
Support Document.
Details
of any Credit Support Document: Guaranty of Swiss Re dated as of
the
date hereof in the form annexed hereto as Exhibit A.
(f)
Credit
Support Provider.
Credit
Support Provider means in relation to Party A: Swiss Re.
Credit
Support Provider means in relation to Party B: None.
(g)
Governing
Law.
This
Agreement will be governed by and construed in accordance with the laws
of the
State of New York (without
reference to choice of law doctrine other than Sections 5-1401 and 5-1402
of the
New York General Obligations Law).
(h)
Netting
of Payments.
Subparagraph
(ii) of Section 2(c) of the Agreement will apply to the Transaction evidenced
by
the Confirmation.
(i)
“Affiliate” will have
the
meaning specified in Section 14 of the Agreement, provided that Party B
shall be
deemed not to have any Affiliates for purposes of this Agreement.
(j)
Jurisdiction.
Section
13(b) of the Agreement is hereby amended by: (i) deleting in the second
line of
subparagraph
(i) thereof the word “non-”: and (ii) deleting the final paragraph
thereof.
Part
5. Other Provisions.
(a)
Modifications
to the Agreement. Section
3(a) of the Agreement shall be amended to include the following additional
representations after paragraph 3(a)(v):
(vi)
Eligible
Contract Participant etc.
It is an
“eligible contract participant” as defined in Section 1a(12) of the U.S.
Commodity Exchange Act (7 U.S.C. 1a), as amended by the Commodity Futures
Modernization Act of 2000 and the Transaction evidenced hereby has been
the
subject of individual negotiations and is intended to be exempt from, or
otherwise not subject to regulation thereunder.
|
(b)
|
Waiver
of Right to Trial by Jury.
Each party hereby irrevocably waives any and all rights to trial
by jury
in any legal proceeding arising out of or relating to this Agreement
or
any Transaction hereunder.
|
|
(c)
|
Absence
of Litigation. In
Section 3(c) of the Agreement the words “or any of its Affiliates” shall
be deleted.
|
|
(d)
|
Tax
Event. In
Section 5(b)(ii)(y) of the Agreement the words “, or there is a
substantial likelihood that it will,” shall be
deleted.
|
(e)
Fully-paid
Party Protected.
Notwithstanding
the terms of Sections 5 and 6 of the Agreement, if Party B has satisfied
its
payment obligations under Section 2(a)(i) of the Agreement, then unless
Party A
is required pursuant to appropriate proceedings to return to (a) Party
B or
otherwise returns to Party B upon demand of Party B any portion of such
payment,
the occurrence of an event described in Section 5(a) of the Agreement with
respect to Party B with respect to this Transaction shall not constitute
an
Event of Default or Potential Event of Default with respect to Party B
as the
Defaulting Party and (b) Party A shall be entitled to designate an Early
Termination Event pursuant to Section 6 of the Agreement only as a result
of a
Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii)
of the
Agreement with respect to Party A as the Affected Party or Section 5(b)(iii)
of
the Agreement with respect to Party A as the Burdened Party. For purposes
of the
Transaction to which this Confirmation relates, Party B’s only payment
obligation under Section 2(a)(i) of the Agreement is to pay the Fixed Amount
on
the Fixed Rate Payer Payment Date.
(f)
Trustee
Capacity.
It
is
expressly understood and agreed by the parties hereto that: (a) the sole
recourse in respect of the obligations of Party B hereunder shall be to
the
Trust Fund (as defined in the Pooling and Servicing Agreement); (b) Citibank,
N.A. is entering into this Confirmation solely in its capacity as cap trustee
for the Cap Trust under the Cap Administration Agreement and not in its
individual capacity; (c) in no case shall Citibank, N.A. (or any person
acting
as successor trustee under the Cap Administration Agreement) be personally
liable for or on account of any of the statements, representations, warranties,
covenants or obligations stated to be those of Party B under the terms
of this
Confirmation, all such liability, if any, being expressly waived by Party
A and
any person claiming by, through or under Party A.
|
(g)
|
Transfer,
Amendment and Assignment
|
|
No
transfer, amendment, waiver, supplement, assignment or other
modification
of this Transaction shall be permitted by either party unless
(i) each
party has given prior written consent to the other party, and
(ii) each of
Xxxxx’x Investors Service, Inc. (“Moody’s”), Standard & Poor’s, a
division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) and Dominion Bond
Rating Service (“DBRS”) have been provided prior notice of such
modification and confirms in writing (including by facsimile
transmission)
after such notice is given that it will not downgrade, withdraw
or modify
its then-current rating of the Citigroup Mortgage Loan
Trust Inc., Asset-Backed Pass-Through Certificates, Series
2006-HE2
(the “Securities”).
|
|
(h)
|
Proceedings.
|
|
Party
A shall not institute against or cause any other person to institute
against, or join any other person in instituting against, Party
B, any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any federal or state bankruptcy,
dissolution or similar law, for a period of one year and one
day (or, if
longer, the applicable preference period) following indefeasible
payment
in full of the Securities.
|
|
(i)
|
Set-off.
|
|
Notwithstanding
any provision of this Agreement or any other existing or future
agreement,
each party irrevocably waives any and all rights it may have
to set off,
net, recoup or otherwise withhold or suspend or condition payment
or
performance of any obligation between it and the other party
hereunder
against any obligation between it and the other party under any
other
agreements. The provisions for Set-off set forth in Section 6(e)
of the
Agreement shall not apply for purposes of this
Transaction.
|
|
(j)
|
Section
1(c)
|
|
For
purposes of Section 1(c) of the Agreement, this Transaction shall
be the
sole Transaction under the
Agreement.
|
(k)
Downgrade
of Party A.
(i)
In
the event (any such event, a “Collateralization
Event”)
that
the long-term senior unsecured debt rating and the short-term obligations
ratings of Party A's guarantor (or, if there is no guarantor, Party A)
is
reduced below A1 and P-1 by Moody's, or (i) the short-term obligations
rating is
reduced below A-1 or (ii) if Party A does not have a short-term obligations
rating by S&P, Party A’s long-term senior unsecured debt rating is reduced
below A+ by S&P to the extent such obligations are rated by S&P and
Moody's (such ratings thresholds, the "Approved
Ratings Thresholds "),
then
within 30 days after such rating downgrade, Party A, at its own expense
and
subject to the Rating Agency Condition, shall either (i) cause another
entity to
replace Party A as party to this Agreement that meets or exceeds the Approved
Rating Thresholds on terms substantially similar to this Agreement, or
(ii)
deliver collateral in the form of cash or U.S. treasury obligations equal
to the
amount required pursuant to the then-current published criteria of the
applicable Rating Agency (or, if there is no such criteria, an amount equal
to
Party B’s “Exposure” (as such term is defined in the CSA) of the Transaction)
pursuant to the form of the 1994 ISDA Credit Support Annex (New York law)
(the
“CSA”)
the
terms of which are hereby incorporated by reference herein, or (iii) obtain
a
guaranty in a form reasonably acceptable to S&P, Moody’s and DBRS, as
applicable, of, or a contingent agreement of, another person with the Approved
Rating Thresholds to honor Party A's obligation under this Agreement, or
(iv)
take such other action as Party A may agree in writing with S&P and
Moody’s,. For purposes of this provision, “Rating Agency Condition” means, with
respect to any particular proposed act or omission to act hereunder that
the
party acting or failing to act must consult with each of the Rating Agencies
then providing a rating of the Certificates and receive from each of the
Rating
Agencies a prior written confirmation that the proposed action or inaction
would
not cause a downgrade or withdrawal of the then-current rating of the
Certificates.
(ii)
In
the event (any such event, a “Substitution
Event”)
that
the long-term senior unsecured debt rating of Party A's guarantor (or,
if there
is no guarantor, Party A) is withdrawn or reduced below BBB- by S&P, then
within 10 days after such rating withdrawal or downgrade, Party A, at its
own
expense and subject to the Rating Agency Condition, shall either (i) cause
another entity to replace Party A as party to this Agreement that meets
or
exceeds the Approved Rating thresholds on terms substantially similar to
this
Agreement, or (ii) obtain a guaranty in a form reasonably acceptable to
S&P
of, or a contingent agreement of, another person with the Approved Rating
Thresholds to honor Party A's obligation under this Agreement.
(iii)
Upon successful consummation of any replacement or of any guaranty pursuant
to
Part 5(k)(i) or (ii) above, Party A’s obligations to post collateral as
contemplated by this Part 5(k) shall terminate and Party B shall release
its
security interest in, and promptly return to Party A, any then-posted collateral
(which return shall not be subject to the application of any priority of
payments or similar provision).
(l)
Additional
Termination Events.
(i)
If,
upon the occurrence of a Swap Disclosure Event (as defined in Part 5(m)
below)
Party A has not, within 10 days after such Swap Disclosure Event complied
with
any of the provisions set forth in Part 5(m)(iii) below, then an Additional
Termination Event shall have occurred with respect to Party A and Party
A shall
be the sole Affected Party with respect to such Additional Termination
Event.
(ii)
If
either a Collateralization Event has occurred and Party A has not complied
with
Part 5(k)(i) above or a Substitution Event has occurred and Party A has
not
complied with Part 5(k)(ii) above, then an Additional Termination Event
shall
have occurred with respect to Party A and Party A shall be the sole Affected
Party with respect to such an Additional Termination Event.
(m)
Compliance
with Regulation AB.
(i)
Party
A agrees and acknowledges that Citigroup Mortgage Loan Trust Inc. (“CMLTI”)
is
required under Regulation AB under the Securities Act of 1933, as amended,
and
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)
(“
Regulation
AB”),
to
disclose certain financial information regarding Party A or its group of
affiliated entities, if applicable, depending on the aggregate “significance
percentage” of this Agreement and any other derivative contracts between Party A
or its group of affiliated entities, if applicable, and Party B, as calculated
from time to time in accordance with Item 1115 of Regulation AB.
(ii)
It
shall be a swap disclosure event (“Swap
Disclosure Event”)
if, on
any Business Day after the date hereof, CMLTI requests from Party A the
applicable financial information described in Item 1115 of Regulation AB
(such
request to be based on a reasonable determination by CMLTI, in good faith,
that
such information is required under Regulation AB) (the “Swap Financial
Disclosure”).
(iii)
Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense,
shall (a) provide to CMLTI the Swap Financial Disclosure, (b) secure another
entity (which may be an affiliate of Party A) to replace Party A as party
to
this Agreement on terms substantially similar to this Agreement and subject
to
prior notification to the Swap Rating Agencies, which entity (or a guarantor
therefor) meets or exceeds the Approved Rating Thresholds and which entity
is
able to comply with the requirements of Item 1115 of Regulation AB or (c)
obtain
a guaranty, subject to Rating Agency Condition, in a form reasonably acceptable
to S&P, Moody’s, and DBRS, as applicable, of, or a contingent agreement of,
another person with the Approved Rating Thresholds to honor Party A's obligation
under this Agreement; provided that such person is an affiliate of Party
A that
is able to comply with the financial information disclosure requirements
of Item
1115 of Regulation AB, such that disclosure provided in respect of such
affiliate will satisfy any disclosure requirements applicable to Party
A, and
provided, further, that Party A will cause such affiliate to provide Swap
Financial Disclosure to CMLTI. If permitted by Regulation AB, any required
Swap
Financial Disclosure may be provided by incorporation by reference from
reports
filed pursuant to the Exchange Act.
|
(iv)
Party A agrees that, in the event that Party A provides Swap
Financial
Disclosure to CMLTI in accordance with Part 5(m)(iii)(a) or causes
its
affiliate to provide Swap Financial Disclosure to CMLTI in accordance
with
Part 5(m)(iii)(c), it or the guarantor, if applicable, will indemnify
and
hold harmless CMLTI, its respective directors or officers and
any person
controlling CMLTI, from and against any and all losses, claims,
damages
and liabilities caused by any untrue statement or alleged untrue
statement
of a material fact contained in such Swap Financial Disclosure
or caused
by any omission or alleged omission to state in such Swap Financial
Disclosure a material fact required to be stated therein or necessary
to
make the statements therein, in light of the circumstances under
which
they were made, not misleading.
|
(v)
Third
Party Beneficiary. CMLTI shall be an express third party beneficiary of
this
Agreement as if a party hereto to the extent of CMLTI’s rights explicitly
specified herein.
|
(n)
|
Amendment
to ISDA Form.
|
|
The
“Failure to Pay or Deliver” provision in Section 5(a)(i) of the Agreement
is hereby amended by deleting the word “third” in the third line thereof
and inserting the word “first” in place
thereof.
|
(o)
Severability.
|
If
any term, provision, covenant, or condition of this Agreement,
or the
application thereof to any party or circumstance, shall be held
to be
invalid or unenforceable (in whole or in part) for any reason,
the
remaining terms, provisions, covenants, and conditions hereof
shall
continue in full force and effect as if this Agreement had been
executed
with the invalid or unenforceable portion eliminated, so long
as this
Agreement as so modified continues to express, without material
change,
the original intentions of the parties as to the subject matter
of this
Agreement and the deletion of such portion of this Agreement
will not
substantially impair the respective benefits or expectations
of the
parties. The parties shall endeavor to engage in good faith negotiations
to replace any invalid or unenforceable term, provision, covenant
or
condition with a valid or enforceable term, provision, covenant
or
condition, the economic effect of which comes as close as possible
to that
of the invalid or unenforceable term, provision, covenant or
condition.
|
Exhibit
A
GUARANTY
To:
Citibank, N.A., in its capacity as cap trustee for the Cap Trust with respect
to
the Citigroup Mortgage Loan Trust Inc., Asset Backed Pass-Through Certificates,
Series 2006-HE2 (the “Rated Securities”) pursuant to the Pooling and Servicing
Agreement, dated as of August 1, 2006, among Citicorp Mortgage Loan Trust
Inc.
as depositor, Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
Chase Bank, National Association, as servicers, Citibank, N.A., as trust
administrator and U.S. Bank National Association, as trustee.
1. The
undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the "Guarantor"),
hereby absolutely and unconditionally guarantees the prompt payment as
and when
due of all obligations of its indirect, wholly-owned subsidiary SWISS RE
FINANCIAL PRODUCTS CORPORATION, a Delaware corporation ("THE GUARANTEED
SUBSIDIARY") under, in connection with or ancillary to a long form confirmation
dated as of August 30, 2006 between the Beneficiary and THE GUARANTEED
SUBSIDIARY as amended or restated from time to time (the “Agreements”) which
support the issuance of the Rated Securities. In this Guarantee these
obligations are referred to as the “Guaranteed Obligations”. This Guarantee is
given solely for the benefit of, and is enforceable only by, the Beneficiary
or
any trustee as assignee of the Beneficiary to which this Guarantee has
been
validly assigned in accordance with applicable law and who is acting as
trustee
for the investors in the Rated Securities.
2. This
Guarantee constitutes a Guarantee of payment and not of collection and
is not
conditional or contingent upon any attempts to collect from, or pursue
or
exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand
for
payment hereunder may at the Beneficiary’s option be made in writing addressed
to the Chief Financial Officer of the Guarantor. This Guarantee is not
however
dependent in any way on the manner of the demand for payment. Delay in
making a
claim will not affect the Guarantor’s obligations under this Guarantee unless
the relevant legal limitation period has expired.
3. This
Guarantee constitutes, and is intended by the Guarantor to constitute,
an
unlimited non-accessory undertaking („unbeschr’nkte, nicht akzessorische
Verpflichtung“) within the meaning of Article 111 of the Swiss Code of
Obligations (‚CO‘) and is not a mere surety („Bürgschaft“) within the meaning of
Article 492 et seq of the CO.
4. Notwithstanding
any reference to the obligations of THE GUARANTEED SUBSIDIARY, the Guarantor’s
obligations under this Guarantee are its absolute and independent obligations
as
a primary obligor. Payment of a claim hereunder is required as soon as
the
Guaranteed Obligations are due and payable.
5. To
the
extent that any event or circumstance would give rise to any legal or equitable
discharge, defence or other rights of the Guarantor under this Guarantee,
but
which event or circumstance would not give rise to any discharge, defence
or
other rights of THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor
hereby fully waives, subject to paragraph 7 below, such discharge, defence,
or
other rights and the Guarantor’s liability hereunder shall continue as if such
event or circumstance had not arisen.
6. The
Guarantor further agrees, subject to paragraph 7 below, that to the extent
that
any event or circumstance gives rise to any legal or equitable discharge,
defence or other rights available to both the Guarantor under the Guarantee
and
THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor hereby agrees
to
waive such discharge, defense or other rights against the Beneficiary,
until
such time as all the Guaranteed Obligations in relation to the same event
or
circumstance have been fully met as required to protect investors in the
Rated
Securities.
7. Notwithstanding
any other provision of this Guarantee, the Guarantor will have the right,
prior
to making any payment under this Guarantee, to (a) assert such rights of
offset
as are set forth in the Agreements to the extent that such rights relate
to
amounts due and payable by the Beneficiary to THE GUARANTEED SUBSIDIARY
and not
to amounts which are subject to dispute; and (b) defend manifestly fraudulent
claims under this Guarantee made by the Beneficiary.
8. This
Guarantee will continue in full force and effect in relation to all Guaranteed
Obligations until all the Guaranteed Obligations have been satisfied in
full.
For the avoidance of doubt, all Guaranteed Obligations entered into by
THE
GUARANTEED SUBSIDIARY during the term of this Guarantee shall be honoured
in
accordance with this Guarantee and shall be binding on the Guarantor and
its
successors and assigns. This Guarantee may be amended only as necessary
to
reflect changes to the Guaranteed Obligations which are validly agreed
to by the
Beneficiary (or the trustee as assignee of the Beneficiary) in accordance
with
the terms of the Rated Securities, including any requirement to obtain
the
consent of some or all of the investors in the Rated Securities.
9. If
any
payment by THE GUARANTEED SUBSIDIARY is avoided, recaptured or reduced
as a
result of insolvency or any similar event affecting creditors rights generally
having occurred in respect of THE GUARANTEED SUBSIDIARY, the Guarantor’s
liability under this Guarantee shall continue as if the avoided, recaptured
or
reduced payment had not occurred.
10. Upon
payment by the Guarantor to the Beneficiary of any amount due under this
Guarantee, the Guarantor shall be entitled to require the assignment to
it of
the rights of the Beneficiary against THE GUARANTEED SUBSIDIARY to the
extent
satisfied by such payment, and the Beneficiary will take at the Guarantor's
expense such steps as the Guarantor may reasonably require to implement
such
assignment. The Guarantor shall not exercise any rights against THE GUARANTEED
SUBSIDIARY which it may acquire in consequence of such payment and assignment
unless and until all the Guaranteed Obligations to the Beneficiary shall
have
been paid in full.
11. This
Guarantee is governed and will be construed in accordance with Swiss law.
The
exclusive place of jurisdiction for any legal proceeding hereunder shall
be
Zurich, Switzerland.
IN
WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed
in its
name as of the 30th day of August, 2006.
SWISS
REINSURANCE COMPANY
EXHIBIT
J
FORM
OF
CAP ADMINISTRATION AGREEMENT
CAP
ADMINISTRATION AGREEMENT
This
Cap
Administration Agreement, dated as of August 30, 2006 (this “Agreement”), among
Citibank, N.A. (“Citibank”), as cap trustee for the cap trust (in such capacity,
the “Cap Trustee”),
as
trust administrator (in such capacity, the “Trust Administrator”) and as cap
administrator (in such capacity, the “Cap Administrator”) and Citigroup Global
Markets Realty Corp. (“CGMRC”), as majority holder of the Class CE Certificates,
or its designee.
WHEREAS,
the Cap Trustee, on behalf of a separate trust established hereunder which
holds
an Interest Rate Cap Contract (the “Cap Contract”), a copy of which is attached
hereto as Exhibit A, between the Cap Trustee and Swiss Re Financial Products
Corporation (the “Cap Provider”) is a counterparty to the Cap
Contract;
and
WHEREAS,
it is desirable to irrevocably appoint the Cap Trustee, and the Cap Trustee
desires to accept such appointment, to receive and distribute funds payable
by
the Cap Provider to the Cap Trustee under the Cap Contract as provided
herein;
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and
for
other good and valuable consideration, the receipt and adequacy of which
are
hereby acknowledged, the parties agree as follows:
1.
Definitions.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of August 1, 2006 (the “Pooling and Servicing Agreement”), among
Citigroup Mortgage Loan Trust Inc., as Depositor, Ameriquest Mortgage Company,
Xxxxx Fargo Bank, N.A. and JPMorgan Chase Bank, National Association, as
servicers, the Trust Administrator and U.S. Bank National Association as
trustee
(the “Trustee”) relating to the Citigroup Mortgage Loan Trust 2006-HE2 (the
“Trust”), Asset-Backed Pass-Through Certificates, Series 2006-HE2 (the
“Certificates”), or in the related Indenture as the case may be, as in effect on
the date hereof.
2.
Cap
Trust.
There
is hereby established a separate trust (the “Cap Trust”), into which the Cap
Trustee shall deposit the Cap Contract. The Cap Trust shall be maintained
by the
Cap Trustee and administered on its behalf by the Cap Administrator. The
sole
assets of the Cap Trust shall be the Cap Contract and the Cap Trust Account.
For
the avoidance of doubt, the parties hereto acknowledge and agree that all
functions of the Cap Trustee hereunder shall be performed on its behalf
by the
Cap Administrator.
3.
Cap
Trustee.
(a)
The
Cap
Trustee is hereby irrevocably appointed to receive all funds paid to the
Cap
Trustee by the Cap Provider under the Cap Contract (including any Cap
Termination Payment) and the Cap Trustee accepts such appointment and hereby
agrees to receive such amounts, deposit such amounts into the Cap Trust
Account
and to distribute on each Distribution Date such amounts in the following
order
of priority:
(i) first,
for deposit into the Cap Account (established under the Pooling and Servicing
Agreement), an amount equal to the aggregate amount required for distribution
to
the holders of the Floating Rate Certificates pursuant to Section 4.01(a)(b)(i)
through 4.01(a)(b)(vi) of the Pooling and Servicing Agreement;
(ii) second,
to CGMRC, as majority holder of the Class CE Certificates, or its designee,
any
amounts remaining after payment of (i) above, provided,
however,
upon the
issuance of notes by an issuer (the “Trust”), secured by all or a portion of the
Class CE Certificates and the Class P Certificates (the “NIM Notes”), CGMRC, as
majority holder of the Class CE Certificates, or its designee, hereby instructs
the Cap Trustee to make any payments under this clause 3(a)(ii):
(A) to
the
Indenture Trustee for the Trust, for deposit into the Note Account (each
as
defined in the related Indenture), for distribution in accordance with
the terms
of the Indenture until satisfaction and discharge of the Indenture;
and
(B) after
satisfaction and discharge of the Indenture, to the Holders of the Class
CE
Certificates, pro
rata
based on
the outstanding Notional Amount of each such Certificate.
(b)
The
Cap
Trustee agrees to hold any amounts received from the Cap Provider in trust
upon
the terms and conditions and for the exclusive use and benefit of the Trust
Administrator (in turn for the benefit of the Certificateholders, the
Noteholders and CGMRC) as set forth herein. The rights, duties and liabilities
of the Cap Trustee in respect of this Agreement shall be as
follows:
(i) The
Cap
Trustee shall have the full power and authority to do all things not
inconsistent with the provisions of this Agreement that may be deemed advisable
in order to enforce the provisions hereof. The Cap Trustee shall not be
answerable or accountable except for its own bad faith, willful misconduct
or
negligence. The Cap Trustee shall not be required to take any action to
exercise
or enforce any of its rights or powers hereunder which, in the opinion
of the
Cap Trustee, shall be likely to involve expense or liability to the Cap
Trustee,
unless the Cap Trustee shall have received an agreement satisfactory to
it in
its sole discretion to indemnify it against such liability and
expense.
(ii) The
Cap
Trustee shall not be liable with respect to any action taken or omitted
to be
taken by it in good faith in accordance with the direction of any party
hereto,
or otherwise as provided herein, relating to the time, method and place
of
conducting any proceeding for any remedy available to the Cap Trustee or
exercising any right or power conferred upon the Cap Trustee under this
Agreement.
(iii) The
Cap
Trustee may perform any duties hereunder either directly or by or through
agents
or attorneys of the Cap Trustee. The Cap Trustee shall not be liable for
the
acts or omissions of its agents or attorneys so long as the Cap Trustee
chose
such Persons with due care.
4.
Cap
Trust Account.
The Cap
Trustee shall segregate and hold all funds received from the Cap Provider
(including any Cap Termination Payment) separate and apart from any of
its own
funds and general assets and shall establish and maintain in the name of
the Cap
Trustee one or more segregated accounts (the “Cap Trust Account”).
5. Replacement
Cap Contracts.
The
Cap
Trustee shall, at the direction of CGMRC, as majority holder of the Class
CE
Certificates, or its designee, enforce all of its rights and exercise any
remedies under the Cap Contract. In the event the Cap Contract is terminated
as
a result of the designation by either party thereto of an Early Termination
Date
(as defined therein), CGMRC, as majority holder of the Class CE Certificates,
or
its designee, shall find a replacement counterparty to enter into a replacement
cap contract.
Any
Cap
Termination Payment received by the Cap Trustee from the Cap Provider shall
be
deposited into the Cap Trust Account and shall be used to make any upfront
payment required under a replacement cap contract and any upfront payment
received from the counterparty to a replacement cap contract shall be used
to
pay any Cap Termination Payment owed to the Cap Provider.
Notwithstanding
anything contained herein, in the event that a replacement cap contract
cannot
be obtained within 30 days after receipt by the Cap Trustee of the Cap
Termination Payment paid by the terminated Cap Provider, the Cap Trustee
shall
deposit such Cap Termination Payment into the Cap Trust Account and the
Cap
Trustee shall, on each Distribution Date, withdraw from such account, an
amount
equal to the Cap Payment, if any, that would have been paid to the Cap
Trust by
the original Cap Provider (computed in accordance with Exhibit A) and distribute
such amount in accordance with Section 3(a) of this Agreement. On the
Distribution Date immediately after the termination date of the original
Cap
Contract, the Cap Trustee shall withdraw any funds remaining in the Cap
Account
and distribute such amount in accordance with Section 3(a)(ii) of this
Agreement.
Upon
an
early termination of the Cap Contract, other than in connection with the
optional termination of the Trust pursuant to Section 9.01 of the Pooling
and
Servicing Agreement, the Cap Trustee will use reasonable efforts to appoint
a
successor cap contract provider. The Cap Trustee will apply any termination
payment received from the original Cap Provider in connection with such
early
termination of the Cap Contract to the upfront payment required to appoint
the
successor cap contract provider. If the Cap Trustee is unable to appoint
a
successor cap contract provider within 30 days of the early termination
of the
Cap Contract, then the Cap Trustee will establish, and will deposit any
termination payment received from the original Cap Provider into, a separate,
non-interest bearing reserve account (a “Cap Termination Reserve Account”) and
will, on each subsequent Distribution Date, withdraw from the amount then
remaining on deposit in the Cap Termination Reserve Account an amount equal
to
the payment, if any, that would have been paid to the Cap Trustee by the
original Cap Provider calculated in accordance with the terms of the original
Cap Contract, and distribute such amount in accordance with Section 3(a)
hereof.
Upon
an
early termination of the Cap Contract in connection with the optional
termination of the Trust pursuant to Section 9.01 of the Pooling and Servicing
Agreement, if the Cap Trustee receives a termination payment from the Cap
Provider, such termination payment will be distributed in accordance with
Section 3(a) hereof.
6.
Representations
and Warranties of Citibank.
Citibank represents and warrants as follows:
(a)
Citibank
is duly organized and validly existing as a national trust company under
the
laws of the United States and has all requisite power and authority to
execute
and deliver this Agreement and to perform its obligations as Cap Trustee
hereunder.
(b)
The
execution, delivery and performance of this Agreement by Citibank as Cap
Trustee
have been duly authorized in the Pooling and Servicing Agreement.
(c) This
Agreement has been duly executed and delivered by Citibank as Cap Trustee,
Cap
Administrator and Trust Administrator and is enforceable against Citibank
in
such capacities in accordance with its terms, except as enforceability
may be
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding
in
equity or at law).
7.
Replacement
of Cap Trustee.
Any
corporation, bank, trust company or association into which the Cap Trustee
may
be merged or converted or with which it may be consolidated, or any corporation,
bank, trust company or association resulting from any merger, conversion
or
consolidation to which the Cap Trustee shall be a party, or any corporation,
bank, trust company or association succeeding to all or substantially all
the
corporate trust business of the Cap Trustee, shall be the successor of
the Cap
Trustee hereunder, without the execution or filing of any paper or any
further
act on the part of any of the parties hereto, except to the extent that
assumption of its duties and obligations, as such, is not effected by operation
of law.
No
resignation or removal of the Cap Trustee and no appointment of a successor
Cap
Trustee shall become effective until the appointment by CGMRC, as majority
holder of the Class CE Certificates, or its designee, of a successor Cap
Trustee. Any successor Cap Trustee shall execute such documents or instruments
necessary or appropriate to vest in and confirm to such successor Cap Trustee
all such rights and powers conferred by this Agreement.
The
Cap
Trustee may resign at any time by giving written notice thereof to the
other
parties hereto. If a successor cap trustee shall not have accepted the
appointment hereunder within 30 days after the giving by the resigning
Cap
Trustee of such notice of resignation, the resigning Cap Trustee may petition
any court of competent jurisdiction for the appointment of a successor
Cap
Trustee.
In
the
event of a resignation or removal of the Cap Trustee, CGMRC, as majority
holder
of the Class CE Certificates, or its designee, shall promptly appoint a
successor Cap Trustee.
8.
Cap
Trustee Obligations.
Whenever
the Cap Trustee, as a party to the Cap Contract, has the option or is requested
in such capacity, whether such request is by the Cap Provider, to take
any
action or to give any consent, approval or waiver that it is on behalf
of the
Cap Trust entitled to take or give in such capacity, including, without
limitation, in connection with an amendment of such agreement or the occurrence
of a default or termination event thereunder, the Cap Trustee shall promptly
notify the parties hereto, of such request in such detail as is available
to it
and, shall, on behalf of the parties hereto, take such action in connection
with
the exercise and/or enforcement of any rights and/or remedies available
to it in
such capacity with respect to such request as CGMRC, as majority holder
of the
Class CE Certificates, or its designee, shall direct in writing; provided
that
if no such direction is received prior to the date that is established
for
taking such action or giving such consent, approval or waiver (notice of
which
date shall be given by the Cap Trustee to the parties hereto, if any),
the Cap
Trustee may abstain from taking such action or giving such consent, approval
or
waiver.
The
Cap
Trustee shall forward to the parties hereto, on the Distribution Date following
its receipt thereof copies of any and all notices, statements, reports
and/or
other material communications and information (collectively, the “Cap Reports”)
that it receives in connection with the Cap Contract or from the counterparty
thereto.
9. Miscellaneous.
(a)
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York.
(b)
Any
action or proceeding against any of the parties hereto relating in any
way to
this Agreement may be brought and enforced in the courts of the State of
New
York sitting in the borough of Manhattan or of the United States District
Court
for the Southern District of New York and the Cap Trustee irrevocably submits
to
the jurisdiction of each such court in respect of any such action or proceeding.
The Cap Trustee waives, to the fullest extent permitted by law, any right
to
remove any such action or proceeding by reason of improper venue or inconvenient
forum.
(c)
This
Agreement may be amended, supplemented or modified in writing by the parties
hereto, but only with the consent of CGMRC.
(d)
This
Agreement may not be assigned or transferred without the prior written
consent
of CGMRC and the NIMS Insurer, if any; provided, however, the parties hereto
acknowledge and agree to the assignment of the rights of CGMRC, as majority
holder of the Class CE Certificates, or its designee, pursuant to the Sale
Agreement, the Trust Agreement and the Indenture.
(e)
This
Agreement may be executed by one or more of the parties to this Agreement
on any
number of separate counterparts (including by facsimile transmission),
and all
such counterparts taken together shall be deemed to constitute one and
the same
instrument.
(f)
Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision
in any
other jurisdiction.
(g)
The
representations and warranties made by the parties to this Agreement shall
survive the execution and delivery of this Agreement. No act or omission
on the
part of any party hereto shall constitute a waiver of any such representation
or
warranty.
(h)
The
article and section headings herein are for convenience of reference only,
and
shall not limit or otherwise affect the meaning hereof.
(i)
The
representations and warranties made by the parties to this Agreement shall
survive the execution and delivery of this Agreement. No act or omission
on the
part of any party hereto shall constitute a waiver of any such representation
or
warranty.
10.
Third-Party
Beneficiary.
The
Indenture Trustee, if any, shall be deemed a third-party beneficiary of
this
Agreement to the same extent as if it were a party hereto, and shall have
the
right to enforce the provisions of this Agreement.
11.
Cap
Trustee and Trustee Rights.
The Cap
Trustee and the Cap Administrator shall be entitled to the same rights,
protections and indemnities afforded to the Trust Administrator under the
Pooling and Servicing Agreement, as if specifically set forth herein with
respect to the Cap Trustee and the Cap Administrator.
12.
Limited
Recourse.
It is
expressly understood and agreed by the parties hereto that this Agreement
is
executed and delivered by the Trust Administrator, not in its individual
capacity but solely as Trust Administrator under the Pooling and Servicing
Agreement. Notwithstanding any other provisions of this Agreement, the
obligations of the Trust Administrator under this Agreement are non-recourse
to
the Trust Administrator, its assets and its property, and shall be payable
solely from the assets of the Trust Fund, and following realization of
such
assets, any claims of any party hereto shall be extinguished and shall
not
thereafter be reinstated. No recourse shall be had against any principal,
director, officer, employee, beneficiary, shareholder, partner, member,
agent or
affiliate of the Trust Administrator or any person owning, directly or
indirectly, any legal or beneficial interest in the Trust Administrator,
or any
successors or assigns of any of the foregoing (the “Exculpated Parties”) for the
payment of any amount payable under this Agreement. The parties hereto
shall not
enforce the liability and obligations of the Trust Administrator to perform
and
observe the obligations contained in this Agreement by any action or proceeding
wherein a money judgment establishing any personal liability shall be sought
against the Trust Administrator, subject to the following sentence, or
the
Exculpated Parties. The agreements in this paragraph shall survive termination
of this Agreement and the performance of all obligations hereunder.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and
delivered as of the day and year first above written.
|
CITIGROUP
GLOBAL MARKETS REALTY CORP., as majority holder of the Class
CE
Certificates
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
CITIBANK,
N.A., as Trust Administrator and as Cap Administrator
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
CITIBANK,
N.A., as
Cap Trustee
|
||
|
By:
|
||
|
Name:
Title:
|
||
EXHIBIT
A
CAP
AGREEMENT
SCHEDULE
1
MORTGAGE
LOAN SCHEDULE
loanid lmsid product servicernm lendernm amorttype
---------------------------------------------------------------------------------------------------------------------------------
4474055 220439584 SUBPRIME XXXXX FARGO NATCITY P AND I
4468817 220439613 SUBPRIME XXXXX FARGO NATCITY INTEREST ONLY
4422724 220439638 SUBPRIME XXXXX FARGO NATCITY P AND I
40374606 220313411 SUBPRIME XXXXX FARGO MORTGAGE IT P AND I
40452000 220313425 SUBPRIME XXXXX FARGO MORTGAGE IT P AND I
4456864 220439686 SUBPRIME XXXXX FARGO NATCITY P AND I
40455639 220313441 SUBPRIME XXXXX FARGO MORTGAGE IT P AND I
40458277 220313455 SUBPRIME XXXXX FARGO MORTGAGE IT P AND I
40467143 220313484 SUBPRIME XXXXX FARGO MORTGAGE IT P AND I
40458535 220313512 SUBPRIME XXXXX FARGO MORTGAGE IT INTEREST ONLY
40446293 220313525 SUBPRIME XXXXX FARGO MORTGAGE IT P AND I
40451454 220313541 SUBPRIME XXXXX FARGO MORTGAGE IT P AND I
40457194 220313571 SUBPRIME XXXXX FARGO MORTGAGE IT P AND I
4429795 220439734 SUBPRIME XXXXX FARGO NATCITY P AND I
4501569 220439777 SUBPRIME XXXXX FARGO NATCITY P AND I
4459372 220439798 SUBPRIME XXXXX FARGO NATCITY P AND I
4448749 220439816 SUBPRIME XXXXX FARGO NATCITY P AND I
4484020 220439840 SUBPRIME XXXXX FARGO NATCITY INTEREST ONLY
4495542 220439900 SUBPRIME XXXXX FARGO NATCITY P AND I
4416059 220439920 SUBPRIME XXXXX FARGO NATCITY INTEREST ONLY
4482950 220439943 SUBPRIME XXXXX FARGO NATCITY P AND I
4448124 220439989 SUBPRIME XXXXX FARGO NATCITY P AND I
4427247 220440011 SUBPRIME XXXXX FARGO NATCITY INTEREST ONLY
4437899 220440050 SUBPRIME XXXXX FARGO NATCITY P AND I
4486984 220440069 SUBPRIME XXXXX FARGO NATCITY P AND I
4453112 220440101 SUBPRIME XXXXX FARGO NATCITY P AND I
4470221 220440124 SUBPRIME XXXXX FARGO NATCITY P AND I
4508333 220440152 SUBPRIME XXXXX FARGO NATCITY P AND I
4501077 220440165 SUBPRIME XXXXX FARGO NATCITY P AND I
40444159 220313631 SUBPRIME XXXXX FARGO MORTGAGE IT P AND I
40438099 220313678 SUBPRIME XXXXX FARGO MORTGAGE IT P AND I
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loanid deal group lien secmtgcd frstmtgbal
------------------------------------------------------------------------------------------------------------------------------
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40454590 MIT0018 HYBRID 2 YRS FIXED BALLOON 1 N 0
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4492221 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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4469507 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4489366 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4450829 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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4518437 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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4515332 NAT0017 HYBRID 2 YRS FIXED 1 N 0
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4458580 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4422125 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4431472 NAT0017 HYBRID 2 YRS FIXED 1 N 0
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4477589 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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4482788 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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4444078 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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4478436 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4490468 NAT0017 FIXED BALLOON 30/15 2 N 232000
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4506316 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4506318 NAT0017 FIXED BALLOON 30/15 2 N 166000
4486183 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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4437060 NAT0017 FIXED 1 N 0
4451026 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4409656 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4385790 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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4455633 NAT0017 FIXED BALLOON 30/15 2 N 97497.9
4482939 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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4415648 NAT0017 FIXED 1 Y 0
4309115 NAT0017 FIXED 1 Y 0
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4417672 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4386050 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4510522 NAT0017 HYBRID 2 YRS FIXED 1 N 0
4486185 NAT0017 FIXED BALLOON 30/15 2 N 412000
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4486933 NAT0017 HYBRID 2 YRS FIXED 1 N 0
4495715 NAT0017 FIXED BALLOON 30/15 2 N 215200
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4400213 NAT0017 FIXED BALLOON 30/15 2 N 117280
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4514706 NAT0017 HYBRID 3 YRS FIXED 1 Y 0
4473339 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4410298 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4468885 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
4437742 NAT0017 FIXED 1 N 0
4275349 NAT0017 FIXED 1 N 0
4491956 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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4452917 NAT0017 FIXED BALLOON 30/15 2 N 352000
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4451064 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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40460418 MIT0018 FIXED BALLOON 30/15 2 N 244000
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40455947 MIT0018 HYBRID 2 YRS FIXED 1 Y 0
40461510 MIT0018 HYBRID 2 YRS FIXED 1 Y 0
40467350 MIT0018 HYBRID 2 YRS FIXED 1 N 0
40442034 MIT0018 HYBRID 2 YRS FIXED 1 Y 0
40459450 MIT0018 HYBRID 2 YRS FIXED 1 N 0
40440523 MIT0018 HYBRID 2 YRS FIXED 1 Y 0
40459461 MIT0018 HYBRID 2 YRS FIXED BALLOON 1 N 0
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40434278 MIT0018 HYBRID 2 YRS FIXED BALLOON 1 Y 0
40462401 MIT0018 FIXED BALLOON 30/15 2 N 49950
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40453233 MIT0018 FIXED BALLOON 40/30 1 N 0
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5080492 QLF0002 HYBRID 2 YRS FIXED 1 N 0
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40434445 MIT0018 FIXED 1 Y 0
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40459323 MIT0018 HYBRID 2 YRS FIXED 1 Y 0
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40449880 MIT0018 FIXED BALLOON 30/15 2 N 119480
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40458544 MIT0018 FIXED BALLOON 30/15 2 N 332000
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40464232 MIT0018 HYBRID 2 YRS FIXED 1 Y 0
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4466782 NAT0017 FIXED BALLOON 30/15 2 N 245600
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4517168 NAT0017 FIXED BALLOON 30/15 2 N 114402.48
4475414 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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4413258 NAT0017 HYBRID 2 YRS FIXED 1 Y 0
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40461746 MIT0018 HYBRID 2 YRS FIXED 1 Y 0
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40454723 MIT0018 FIXED 1 Y 0
40457677 MIT0018 FIXED 1 Y 0
40461713 MIT0018 HYBRID 3 YRS FIXED 1 Y 0
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40461133 MIT0018 FIXED BALLOON 40/30 1 Y 0
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40454427 MIT0018 HYBRID 2 YRS FIXED 1 Y 0
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40457508 MIT0018 HYBRID 3 YRS FIXED 1 N 0
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40454859 MIT0018 FIXED BALLOON 30/15 2 N 428000
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40408449 MIT0018 FIXED BALLOON 30/15 2 N 268000
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40463630 MIT0018 HYBRID 2 YRS FIXED 0 X 0
00000000 XXX0000 XXX XXX-XXXXXX 1 Y 0
40448479 MIT0018 HYBRID 2 YRS FIXED 1 Y 0
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40441600 MIT0018 HYBRID 2 YRS FIXED 1 Y 0
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40466843 MIT0018 FIXED BALLOON 30/15 2 N 81600
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40458271 MIT0018 HYBRID 2 YRS FIXED BALLOON 1 Y 0
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145479127 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146304449 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146782826 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146027586 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
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144027984 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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144297900 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146582044 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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144202082 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146097407 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
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106011730 QLF0006 FIXED 1 N 0
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206011395 QLF0006 HYBRID 2 YRS FIXED 1 N 0
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145496121 AMQ0005 FIXED 1 N 0
146406541 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
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146929542 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146934245 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146447149 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147785281 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146939764 AMQ0005 FIXED 1 N 0
146396643 AMQ0005 FIXED 1 N 0
146942800 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146450465 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145860045 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146946041 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146946561 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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144065380 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146452727 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146904545 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146952007 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142598960 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
144033909 AMQ0005 FIXED 2 N 189600
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146371927 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
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148304827 AMQ0005 FIXED 1 N 0
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146378583 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146853049 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146337845 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146387600 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146357504 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
132487901 AMQ0005 FIXED 1 N 0
145833984 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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148322829 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146892880 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
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146366786 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146915061 AMQ0005 FIXED 2 N 320000
142228162 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
146921846 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146923560 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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148358880 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
145560447 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146463484 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
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146981642 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146982160 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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142620400 AMQ0005 FIXED 1 N 0
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148406069 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146986104 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148409022 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146410907 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146965728 AMQ0005 FIXED 1 N 0
146991609 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146973367 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146994181 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146994629 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146422027 AMQ0005 FIXED 1 N 0
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148441322 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148441645 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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147011621 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145645628 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147012447 AMQ0005 FIXED 1 N 0
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147013460 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
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145906483 AMQ0005 FIXED 1 N 0
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146434527 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147007421 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147020986 AMQ0005 FIXED 1 N 0
147021067 AMQ0005 FIXED 2 N 135920
147021943 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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147022644 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146437405 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143474328 AMQ0005 FIXED 2 N 105600
146440102 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145516183 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
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145661245 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147031363 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146440888 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147032080 AMQ0005 FIXED 1 N 0
146441746 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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148449564 AMQ0005 FIXED 1 N 0
145663860 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147023964 AMQ0005 FIXED 1 N 0
145665287 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147037105 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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147025001 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147025100 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144862182 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147027049 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146448865 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147035166 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147036024 AMQ0005 FIXED 1 N 0
147814305 AMQ0005 FIXED 1 N 0
148451461 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
148451529 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
147042725 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147042782 AMQ0005 FIXED 1 N 0
147556005 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147043301 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148066061 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147046429 AMQ0005 FIXED 1 Y 0
147048888 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147049027 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147563100 AMQ0005 FIXED 1 N 0
147050108 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147051965 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147052682 AMQ0005 FIXED 2 N 102000
147289383 AMQ0005 FIXED 1 N 0
144469921 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
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147292445 AMQ0005 FIXED 1 N 0
147060925 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
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147573380 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147061949 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146469002 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146568761 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146638622 AMQ0005 FIXED 1 N 0
147063143 AMQ0005 FIXED 1 N 0
146469960 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147064547 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147064802 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
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146470463 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145939567 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145700225 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142665207 AMQ0005 FIXED 2 N 176400
142100742 AMQ0005 FIXED 1 N 0
147069686 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147071740 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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148601065 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145708541 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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129294328 AMQ0005 FIXED 1 N 0
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145712246 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147075725 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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147077341 AMQ0005 FIXED 1 N 0
147079982 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147080600 AMQ0005 FIXED 2 N 207920
147080766 AMQ0005 FIXED 1 N 0
147083349 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147084123 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147593461 AMQ0005 FIXED 1 N 0
147085146 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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146920426 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147086649 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147594808 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147087423 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147088181 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147089809 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147089825 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144512084 AMQ0005 FIXED 2 N 97232
147090765 AMQ0005 FIXED 1 N 0
147091185 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147091342 AMQ0005 FIXED 1 N 0
147597603 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148112063 AMQ0005 FIXED 1 N 0
147095608 AMQ0005 FIXED 2 N 272000
142681329 AMQ0005 FIXED 0 X 000000
147096846 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
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147098628 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142684000 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147099667 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147100200 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147100986 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144901501 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147101547 AMQ0005 FIXED 1 N 0
147602767 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147303747 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147102867 AMQ0005 FIXED 1 N 0
147103865 AMQ0005 FIXED 1 N 0
147104889 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147105183 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142354505 AMQ0005 FIXED 2 N 144000
147106785 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147108146 AMQ0005 FIXED 1 N 0
147606883 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147109201 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147109524 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147608707 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147608780 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147609044 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147111124 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148120009 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147307987 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147117782 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147118301 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147118780 AMQ0005 FIXED 1 N 0
144976446 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147310924 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144976560 AMQ0005 FIXED 2 N 188000
144976784 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145951885 AMQ0005 FIXED 1 N 0
147122881 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147124408 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147127229 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147128649 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144538881 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147615009 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148128168 AMQ0005 FIXED 1 N 0
147132120 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146496989 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146962105 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146497441 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143833929 AMQ0005 FIXED 1 N 0
140649542 AMQ0005 FIXED 2 N 156000
147140347 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148133622 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146969746 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146499686 AMQ0005 FIXED 1 N 0
146971460 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145516381 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147848923 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145955068 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146976964 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146982921 AMQ0005 FIXED 1 N 0
142708601 AMQ0005 FIXED 1 N 0
140487968 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146991005 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146995709 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147880405 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146997465 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146510664 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146997903 AMQ0005 FIXED 1 N 0
146999040 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146999842 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146512140 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144561768 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147003305 AMQ0005 FIXED 1 N 0
147319867 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145536348 AMQ0005 FIXED 1 N 0
147902084 AMQ0005 FIXED 1 N 0
146512801 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
141494328 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147010946 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142383322 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
137279428 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
141371062 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
138951520 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
138440441 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144568581 AMQ0005 FIXED 2 N 228000
138394820 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147631204 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
139588024 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144570223 AMQ0005 FIXED 1 N 0
147017503 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146517644 AMQ0005 FIXED 2 N 306000
147018048 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147018188 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147019087 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
134564848 AMQ0005 FIXED 2 N 204000
142507201 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142202126 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147029060 AMQ0005 FIXED 1 N 0
147332969 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145226163 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146004585 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147038269 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147356349 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147644603 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147041305 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147042865 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147043921 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147359442 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147048128 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147924468 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147049704 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147052146 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147052245 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147652564 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147055347 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147055867 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147057723 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145854980 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147657647 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148365109 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148365406 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147660864 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145576989 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147076301 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147665327 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147926547 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147926703 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142519982 AMQ0005 FIXED 2 N 680000
147089742 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147091565 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145758280 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147093009 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147384663 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147388706 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148172927 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147677546 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145466207 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145766580 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147041180 AMQ0005 FIXED 1 N 0
147115646 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147118244 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147042600 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147930200 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146018361 AMQ0005 FIXED 1 N 0
148184583 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147128383 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147130629 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147689004 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147131148 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145769121 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148376627 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147689608 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148191489 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147134266 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147691067 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145274320 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147932149 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147137269 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147137525 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147398424 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147398580 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147692784 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147139620 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147141469 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147695241 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147142061 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147051866 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147699722 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147143242 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142754720 AMQ0005 FIXED 1 N 0
147701569 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147143465 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147143648 AMQ0005 FIXED 1 N 0
147398929 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145280087 AMQ0005 FIXED 1 N 0
147053540 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147145221 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147704621 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148203805 AMQ0005 FIXED 1 N 0
146542329 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147707145 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145965224 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147146161 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148207566 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147146948 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147057400 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147148829 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147149520 AMQ0005 FIXED 1 N 0
141912345 AMQ0005 FIXED 1 N 0
147400584 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147149967 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
147150544 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147401285 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147151484 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147151625 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147716286 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147062848 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147152060 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145287389 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
147152649 AMQ0005 FIXED 1 N 0
145288262 AMQ0005 FIXED 1 N 0
148388960 AMQ0005 FIXED 1 N 0
147065007 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147154447 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148389901 AMQ0005 FIXED 1 N 0
147721146 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145787123 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
142727148 AMQ0005 FIXED 1 N 0
147721229 AMQ0005 FIXED 1 N 0
147155402 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147155949 AMQ0005 FIXED 1 N 0
144913340 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148392426 AMQ0005 FIXED 1 N 0
147724546 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147724660 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147157887 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147725907 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145294823 AMQ0005 FIXED 1 N 0
147161509 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147728968 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147162622 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147729503 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147162663 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148230501 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147163349 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147163380 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
140551888 AMQ0005 FIXED 2 N 139920
147163448 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144523008 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146032545 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148234545 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147164081 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147164826 AMQ0005 FIXED 2 N 230637
147165005 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147403760 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148239205 AMQ0005 FIXED 1 N 0
147403844 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147404149 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145300901 AMQ0005 FIXED 1 N 0
148242324 AMQ0005 FIXED 1 N 0
147080642 AMQ0005 FIXED 1 N 0
147168181 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147168264 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147168447 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147168546 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147168561 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147169064 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145797346 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147404966 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147737860 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148404403 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146039326 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147170229 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147170468 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147170807 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147406003 AMQ0005 FIXED 1 N 0
146040365 AMQ0005 FIXED 1 N 0
148405269 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147172027 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147742464 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147174007 AMQ0005 FIXED 1 N 0
142748524 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147406888 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148256365 AMQ0005 FIXED 1 N 0
148256704 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147407209 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145805966 AMQ0005 FIXED 1 N 0
148406945 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147178362 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147749840 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147749881 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147094767 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147094841 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146044243 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147179782 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147095061 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147181226 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
142784305 AMQ0005 FIXED 2 N 164000
146091921 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147182406 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147750889 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147409346 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147185185 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147185904 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148268345 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147844500 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147105506 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147753644 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147845184 AMQ0005 FIXED 1 N 0
147845408 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
142908540 AMQ0005 FIXED 1 N 0
147188569 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147802946 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148413024 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148413065 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148413461 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144132008 AMQ0005 FIXED 1 N 0
147190847 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148273386 AMQ0005 FIXED 1 N 0
147192561 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147192645 AMQ0005 FIXED 2 N 156000
147193007 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145197224 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147278428 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145668141 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147194088 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147194203 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147847826 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145829347 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147327084 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147196604 AMQ0005 FIXED 2 N 196000
147410724 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148276025 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147197545 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142567882 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147198584 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148276827 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145973749 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147200547 AMQ0005 FIXED 1 N 0
147200646 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144616729 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147116503 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147201909 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147118269 AMQ0005 FIXED 1 N 0
145683983 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145974168 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147119747 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147204143 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148278724 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147204549 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147759740 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147205801 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147855365 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147856124 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146056908 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147329940 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148423304 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147209407 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148280845 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147858062 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147211783 AMQ0005 FIXED 1 N 0
148281389 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
148281462 AMQ0005 FIXED 1 N 0
147761407 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147213045 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147125660 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148281983 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147332480 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147332845 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145358966 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147333447 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144626561 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147214464 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147334122 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147862460 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145695805 AMQ0005 FIXED 1 N 0
144628104 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147129647 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147129969 AMQ0005 FIXED 1 N 0
147218424 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147218945 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147219869 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147221543 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148285448 AMQ0005 FIXED 1 N 0
147222285 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147765325 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147135024 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147223945 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145365789 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147343248 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147865984 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147343560 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147227482 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146067061 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147871883 AMQ0005 FIXED 1 N 0
144760949 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147232169 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147347124 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147769400 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147157465 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148290828 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148291024 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147157929 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147348981 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148291149 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147771760 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147161764 AMQ0005 FIXED 1 N 0
147771828 AMQ0005 FIXED 1 N 0
147163463 AMQ0005 FIXED 1 N 0
141211680 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148292147 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147879423 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
147772669 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147772842 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147171888 AMQ0005 FIXED 1 N 0
147773063 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144378825 AMQ0005 FIXED 1 N 0
145870689 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147773220 AMQ0005 FIXED 1 N 0
147773501 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147178743 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147178982 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148294069 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147180228 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147182380 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147355002 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148437601 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147141121 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145872743 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148295900 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147189823 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148296288 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148439847 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145488409 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146075783 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148296940 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147196562 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147145007 AMQ0005 FIXED 1 N 0
147357842 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147775985 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147198485 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148442148 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147202261 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
145878500 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147206627 AMQ0005 FIXED 1 N 0
148444904 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147777148 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147211981 AMQ0005 FIXED 1 N 0
147149389 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148448327 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147213102 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147213243 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145882387 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147890164 AMQ0005 FIXED 1 N 0
148449606 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147778989 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147779029 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145883104 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147779128 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148450422 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145395760 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147223721 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144532348 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147155444 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146084108 AMQ0005 FIXED 1 N 0
147227029 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147366744 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145885489 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147231666 AMQ0005 FIXED 1 N 0
147233084 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
140737602 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147233787 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147234801 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147368302 AMQ0005 FIXED 1 N 0
148303761 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147235402 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147783120 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145399325 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145728481 AMQ0005 FIXED 1 N 0
144665585 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148304421 AMQ0005 FIXED 1 N 0
145401444 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146087721 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147236442 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148455801 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146088208 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
147238588 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142829720 AMQ0005 FIXED 2 N 80000
147239065 AMQ0005 FIXED 1 N 0
148457021 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147784664 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147371884 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147372767 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147242549 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144670403 AMQ0005 FIXED 2 N 294363
142955046 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147785422 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147373948 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147785745 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147374581 AMQ0005 FIXED 1 Y 0
145731485 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147244560 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145731741 AMQ0005 FIXED 2 N 155920
147245203 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147245245 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147245609 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147170963 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147786164 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147246342 AMQ0005 FIXED 1 N 0
148306368 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145733002 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147246706 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147172928 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144970001 AMQ0005 FIXED 1 N 0
147173124 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147788129 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147377444 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144676228 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142835081 AMQ0005 FIXED 2 N 80000
147788442 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145733846 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147788848 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147378004 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147788921 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148307226 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148307481 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148460165 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147790802 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147253942 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142838044 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147792048 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147382147 AMQ0005 FIXED 1 N 0
147255129 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144797685 AMQ0005 FIXED 1 N 0
147382642 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147255947 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147255988 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147792964 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145736765 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147256689 AMQ0005 FIXED 1 N 0
147793947 AMQ0005 FIXED 1 N 0
147794028 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147258321 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145515805 AMQ0005 FIXED 2 N 196000
148783285 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147259782 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147387260 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148784283 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147934129 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145738746 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147261184 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147261309 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147261762 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147261960 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147935464 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147262166 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144804143 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142844901 AMQ0005 FIXED 1 N 0
147913305 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145739744 AMQ0005 FIXED 1 N 0
147264063 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147264246 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144693686 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148467269 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148467343 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148310923 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147264766 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147264923 AMQ0005 FIXED 1 N 0
147265060 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148791221 AMQ0005 FIXED 1 N 0
147393086 AMQ0005 FIXED 1 N 0
144699022 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147267769 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147393680 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147268122 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148312226 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147395800 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148312622 AMQ0005 FIXED 1 N 0
142269141 AMQ0005 FIXED 2 N 180000
147800767 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147920524 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147920862 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148795461 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147271043 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147271902 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147398242 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148471006 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147191563 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148313786 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147272660 AMQ0005 FIXED 1 N 0
147273346 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147273403 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147273502 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148313901 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147401483 AMQ0005 FIXED 1 N 0
147274427 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144707825 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147402242 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147402929 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147275424 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148314263 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146107909 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148314503 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
142857226 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147276364 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148797301 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147196166 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147804223 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147942346 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145745667 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147277909 AMQ0005 FIXED 1 N 0
142858885 AMQ0005 FIXED 2 N 166800
148315245 AMQ0005 FIXED 1 N 0
147278501 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147279384 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144656402 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144714243 AMQ0005 FIXED 2 N 176000
147280101 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147410682 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147929442 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145747440 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145748026 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147805428 AMQ0005 FIXED 1 N 0
147201248 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148476161 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147806525 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147807903 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147285001 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147285720 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147808760 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144984440 AMQ0005 FIXED 1 N 0
148317928 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147933204 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148318660 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147809701 AMQ0005 FIXED 2 N 192000
147288823 AMQ0005 FIXED 1 N 0
147809727 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148319767 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
147289987 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146119664 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148319882 AMQ0005 FIXED 1 N 0
148319908 AMQ0005 FIXED 1 N 0
147810402 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147209860 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147292684 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147418909 AMQ0005 FIXED 1 N 0
148479041 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147293443 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148480023 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147675425 AMQ0005 FIXED 1 N 0
147419964 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
140210345 AMQ0005 FIXED 1 N 0
147296206 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147214589 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146124649 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147215263 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147299788 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147949820 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147423024 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147302723 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147303523 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147423446 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147423743 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147938526 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148322464 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146549308 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146132782 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145916623 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147815369 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144842465 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147939284 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147309942 AMQ0005 FIXED 1 N 0
147939508 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
147425128 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147425326 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147310601 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143022226 AMQ0005 FIXED 1 N 0
147426241 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147220180 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147817381 AMQ0005 FIXED 1 N 0
146135322 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144847027 AMQ0005 FIXED 1 N 0
147313944 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147426662 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144847241 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143025427 AMQ0005 FIXED 2 N 160000
147223564 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147942205 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145919882 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147225346 AMQ0005 FIXED 1 N 0
147818983 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147319008 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145759262 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147319321 AMQ0005 FIXED 1 N 0
142884881 AMQ0005 FIXED 2 N 199200
143030427 AMQ0005 FIXED 0 X 000000
147820567 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147820948 AMQ0005 FIXED 1 N 0
148490980 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147942767 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148491061 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147943385 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147325229 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147229223 AMQ0005 FIXED 1 N 0
147325724 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148491624 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147824023 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147432728 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147684567 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148492721 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148492887 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144672342 AMQ0005 FIXED 1 N 0
147231328 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147945406 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
134123744 AMQ0005 FIXED 1 N 0
147945562 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147945661 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147685887 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147435424 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147237887 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146149620 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147435788 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145431201 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144861507 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148327141 AMQ0005 FIXED 1 N 0
147826887 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147436265 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147436661 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147437123 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142301480 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145001400 AMQ0005 FIXED 1 N 0
147827562 AMQ0005 FIXED 1 N 0
147828149 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147439244 AMQ0005 FIXED 1 N 0
145002002 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
145765442 AMQ0005 FIXED 2 N 212000
146156401 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147690622 AMQ0005 FIXED 1 N 0
147249429 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147439806 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
140673161 AMQ0005 FIXED 2 N 203528
147440465 AMQ0005 FIXED 1 N 0
147441166 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147441281 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147692586 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147259147 AMQ0005 FIXED 1 N 0
147260442 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146566203 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147264089 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145929089 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147833180 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145766929 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
142898204 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144708583 AMQ0005 FIXED 1 N 0
147833289 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147269989 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147948988 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145767901 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147444707 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148502461 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147445803 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148332067 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147445928 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
136920865 AMQ0005 FIXED 2 N 189600
147835284 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147835409 AMQ0005 FIXED 1 N 0
148332547 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147836001 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148332588 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147281406 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
147446967 AMQ0005 FIXED 1 N 0
146170162 AMQ0005 FIXED 1 N 0
147447262 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147282800 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147282883 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147282909 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147447700 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144884749 AMQ0005 FIXED 1 N 0
146572946 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147286082 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148333966 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147952527 AMQ0005 FIXED 1 N 0
147952543 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142751122 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
147449201 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147699169 AMQ0005 FIXED 1 N 0
147288526 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147838023 AMQ0005 FIXED 1 N 0
147289789 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147291769 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147294102 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147954283 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147954382 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147452460 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147954960 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
134813641 AMQ0005 FIXED 2 N 104800
147297766 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147453708 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147842223 AMQ0005 FIXED 1 N 0
146098223 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148507007 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147454722 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147303440 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148507247 AMQ0005 FIXED 1 N 0
148338668 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147957427 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146178108 AMQ0005 FIXED 1 N 0
146178561 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147958029 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146579982 AMQ0005 FIXED 1 N 0
147308241 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
142967140 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147458665 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147959027 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147459101 AMQ0005 FIXED 1 N 0
147311385 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147971147 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147959829 AMQ0005 FIXED 1 N 0
146181003 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146181243 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147312623 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
140234303 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147460547 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147315345 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148509409 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147315527 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147315766 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146583307 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143361483 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148340862 AMQ0005 FIXED 1 N 0
147317648 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142995687 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148510720 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147320204 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147713309 AMQ0005 FIXED 1 N 0
139561849 AMQ0005 FIXED 2 N 86400
146183603 AMQ0005 FIXED 1 N 0
147714620 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147714901 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145442307 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147325864 AMQ0005 FIXED 1 N 0
147462782 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147326425 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148512429 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147327126 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147328603 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148513526 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146103445 AMQ0005 FIXED 1 N 0
147463848 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147328769 AMQ0005 FIXED 1 N 0
147329049 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147464481 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147329403 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147464945 AMQ0005 FIXED 1 N 0
147329783 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147975841 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145778080 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146185061 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141238980 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148346745 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147331904 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147332027 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147466486 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145954301 AMQ0005 FIXED 2 N 556000
147332803 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147964381 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145778841 AMQ0005 FIXED 2 N 85520
147333629 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148516586 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147467526 AMQ0005 FIXED 1 N 0
145445821 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147467583 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147334361 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147467807 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147966261 AMQ0005 FIXED 1 N 0
147336028 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147336283 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148517881 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145021226 AMQ0005 FIXED 1 N 0
148518129 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145824686 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147469761 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147470009 AMQ0005 FIXED 1 N 0
147338487 AMQ0005 FIXED 1 N 0
147338644 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148519549 AMQ0005 FIXED 1 N 0
147470702 AMQ0005 FIXED 1 N 0
144911500 AMQ0005 FIXED 2 N 186000
146189428 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147471304 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146189824 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146190905 AMQ0005 FIXED 2 N 121200
146600382 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147472526 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147341747 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147729727 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147472765 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
140247727 AMQ0005 FIXED 2 N 148000
148349889 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147342745 AMQ0005 FIXED 1 N 0
147343321 AMQ0005 FIXED 1 N 0
144027521 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147969521 AMQ0005 FIXED 1 N 0
147343420 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147473409 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147473482 AMQ0005 FIXED 1 N 0
146191481 AMQ0005 FIXED 1 N 0
144757762 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147969901 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148523269 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147732200 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147345029 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146602602 AMQ0005 FIXED 1 N 0
145448981 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147346944 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147476568 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147476584 AMQ0005 FIXED 1 N 0
147476725 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147348825 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141062943 AMQ0005 FIXED 2 N 169600
145555660 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147349641 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147349682 AMQ0005 FIXED 2 N 136000
147478788 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147973523 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144765401 AMQ0005 FIXED 1 N 0
147973903 AMQ0005 FIXED 1 N 0
147974026 AMQ0005 FIXED 1 N 0
147352140 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147974182 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147974380 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147352462 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147352520 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147743025 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144919289 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147353163 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147974869 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146606884 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148529605 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147481063 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147353601 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147353627 AMQ0005 FIXED 1 N 0
147481469 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144768660 AMQ0005 FIXED 2 N 168000
147354468 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145025441 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147355325 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147356703 AMQ0005 FIXED 1 N 0
147357347 AMQ0005 FIXED 1 N 0
144771946 AMQ0005 FIXED 1 N 0
144773181 AMQ0005 FIXED 2 N 142400
147977003 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147751283 AMQ0005 FIXED 1 N 0
147484984 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145560801 AMQ0005 FIXED 2 N 132000
147977540 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147361505 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
147978167 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147485668 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147486203 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148533664 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147753628 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147364848 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148534167 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148534266 AMQ0005 FIXED 1 N 0
143100527 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148534886 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147486906 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147756407 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147366363 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147487201 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147487623 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147367767 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147368328 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147981302 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144816808 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144783560 AMQ0005 FIXED 2 N 151920
146201645 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145886164 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145563748 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147372601 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147372825 AMQ0005 FIXED 1 N 0
147372940 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147373021 AMQ0005 FIXED 2 N 110000
146202221 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147373443 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147373922 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147492045 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145888624 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145453049 AMQ0005 FIXED 2 N 123160
147376222 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147494009 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147376602 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148361843 AMQ0005 FIXED 1 N 0
147773188 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145031365 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148540701 AMQ0005 FIXED 1 N 0
143134088 AMQ0005 FIXED 1 N 0
147774889 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145565685 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148541683 AMQ0005 FIXED 1 N 0
147499263 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147778500 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147986582 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147779805 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147382683 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146207303 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147382865 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147384226 AMQ0005 FIXED 1 N 0
146621321 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147384788 AMQ0005 FIXED 1 N 0
147503767 AMQ0005 FIXED 1 N 0
146209341 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147385926 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143147262 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147386080 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147988844 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148545122 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147785604 AMQ0005 FIXED 1 N 0
147387567 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147387609 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147388045 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147990006 AMQ0005 FIXED 1 N 0
146622949 AMQ0005 FIXED 1 N 0
147388920 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147990683 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147507701 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147390322 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147508501 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147790620 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147391346 AMQ0005 FIXED 2 N 261600
146135207 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144940400 AMQ0005 FIXED 2 N 460000
147394142 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147992283 AMQ0005 FIXED 1 N 0
147394647 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145904124 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147511489 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141110569 AMQ0005 FIXED 2 N 104000
147993141 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
147396147 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141112680 AMQ0005 FIXED 2 N 80000
147513089 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147993729 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144942687 AMQ0005 FIXED 1 N 0
148009129 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147799241 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147514566 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147799605 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147516082 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147800189 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147517205 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147800981 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148554223 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147519045 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144835444 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144945987 AMQ0005 FIXED 2 N 126599
141025221 AMQ0005 FIXED 0 X 000000
147521066 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147806129 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147522429 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144947025 AMQ0005 FIXED 2 N 166400
147997720 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145573622 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147523682 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147524268 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144948106 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147808901 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147811269 AMQ0005 FIXED 1 N 0
147526180 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147526941 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
147812580 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148000888 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147813828 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
146150768 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146151204 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144951589 AMQ0005 FIXED 2 N 181280
147532527 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147532600 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148002587 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
141348185 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147534028 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147816029 AMQ0005 FIXED 1 N 0
146633763 AMQ0005 FIXED 1 N 0
145043063 AMQ0005 FIXED 2 N 188800
146220348 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143164689 AMQ0005 FIXED 2 N 204000
146463187 AMQ0005 FIXED 1 Y 0
148005721 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148563505 AMQ0005 FIXED 1 N 0
146465521 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148006463 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
137790440 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148007305 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148007404 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146222245 AMQ0005 FIXED 2 N 285592
148008683 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141415448 AMQ0005 FIXED 1 N 0
145579181 AMQ0005 FIXED 1 N 0
143176840 AMQ0005 FIXED 2 N 120000
147824643 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146639869 AMQ0005 FIXED 1 N 0
148009665 AMQ0005 FIXED 1 N 0
143356905 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
148568488 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148570740 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143358109 AMQ0005 FIXED 1 N 0
148011687 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148011745 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
138293246 AMQ0005 FIXED 1 N 0
148571540 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146476767 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146477849 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147829428 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144863065 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144865300 AMQ0005 FIXED 2 N 134000
148014848 AMQ0005 FIXED 1 N 0
148015183 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147832265 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147832802 AMQ0005 FIXED 1 N 0
148016744 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
138403209 AMQ0005 FIXED 1 N 0
144973286 AMQ0005 FIXED 1 N 0
145583829 AMQ0005 FIXED 1 N 0
148017908 AMQ0005 FIXED 1 N 0
141324087 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147838445 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144871886 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146651260 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148019169 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148019789 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145054227 AMQ0005 FIXED 1 N 0
148020464 AMQ0005 FIXED 1 N 0
146500541 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146659867 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146228424 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146228564 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147844187 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141332460 AMQ0005 FIXED 2 N 136000
147844526 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147845069 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144091683 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147845549 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146669163 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148024961 AMQ0005 FIXED 1 N 0
141419184 AMQ0005 FIXED 1 N 0
148025083 AMQ0005 FIXED 1 N 0
148026420 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147847206 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141421867 AMQ0005 FIXED 2 N 140000
147848063 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144892023 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146512660 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146675509 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147848741 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147849509 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148029440 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144655842 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145058046 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147315741 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148032501 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145940680 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147854269 AMQ0005 FIXED 1 N 0
146231022 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146689328 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146691423 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145942785 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145072427 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141351064 AMQ0005 FIXED 2 N 127120
144900206 AMQ0005 FIXED 0 X 00000
147856041 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147856702 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148034903 AMQ0005 FIXED 1 N 0
148035769 AMQ0005 FIXED 1 N 0
146693940 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146694260 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148036841 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147859524 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146529680 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146534128 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144105764 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147416887 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145948568 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
148793623 AMQ0005 FIXED 1 N 0
148040462 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144107844 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145471066 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148042849 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148033285 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147863922 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147864508 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146541206 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148044605 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145596862 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146542501 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147865729 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146205208 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147866222 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
139429609 AMQ0005 FIXED 2 N 132800
145097820 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148047301 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148047624 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
138414545 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147867725 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
141535864 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147868103 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146714928 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145599783 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148038607 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147869903 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146719067 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144099108 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146547062 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148038987 AMQ0005 FIXED 1 N 0
147870125 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147870448 AMQ0005 FIXED 2 N 88000
148040207 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147870703 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146219480 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148055064 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146722384 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146725064 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147425805 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146725585 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146725726 AMQ0005 FIXED 1 N 0
141888206 AMQ0005 FIXED 1 N 0
144453305 AMQ0005 FIXED 2 N 163200
147871800 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148057524 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146241401 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146727268 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146727649 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147872428 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148059462 AMQ0005 FIXED 1 N 0
147872543 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147399067 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146227004 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145481909 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147428544 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147873046 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147873145 AMQ0005 FIXED 1 N 0
147402606 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147430300 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148061625 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145483186 AMQ0005 FIXED 2 N 253600
146551783 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147413165 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147875348 AMQ0005 FIXED 2 N 680000
147415368 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147415962 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
147421341 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146733647 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146245824 AMQ0005 FIXED 2 N 228000
146553904 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146554043 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147424048 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146554241 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148065089 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147427421 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148049422 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147429500 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146554969 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147436000 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147438121 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147439780 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147447502 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147447924 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147452429 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147454144 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146739800 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
141999060 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146740501 AMQ0005 FIXED 1 N 0
147459846 AMQ0005 FIXED 1 N 0
147460042 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147462501 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146247564 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146740667 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146741285 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144975703 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147880264 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141593269 AMQ0005 FIXED 2 N 226760
146743380 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
147882104 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144989225 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147481865 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147482160 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147484448 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147445969 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143332542 AMQ0005 FIXED 1 N 0
147446942 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145982849 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147492102 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144988607 AMQ0005 FIXED 1 N 0
147495824 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145617361 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146561063 AMQ0005 FIXED 1 N 0
146561220 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145010609 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147498885 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146251962 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146252366 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
145334504 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147509806 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146262589 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147511786 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147512982 AMQ0005 FIXED 1 N 0
147513022 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147514103 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147515506 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147888200 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
146262969 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144999422 AMQ0005 FIXED 1 N 0
147520688 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145620183 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145351227 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147523864 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
147526628 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
139021109 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145361168 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144145927 AMQ0005 FIXED 1 N 0
147533004 AMQ0005 FIXED 1 N 0
147892228 AMQ0005 FIXED 1 N 0
146567581 AMQ0005 FIXED 1 N 0
147893200 AMQ0005 FIXED 1 N 0
141622423 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147538383 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146746987 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145988804 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146568142 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
141544007 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147469308 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147542922 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141548107 AMQ0005 FIXED 2 N 190800
146748504 AMQ0005 FIXED 1 N 0
147543722 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147897185 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146749080 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146749288 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145086344 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
146275540 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146276324 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146750161 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147898860 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147547228 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147548564 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143348209 AMQ0005 FIXED 2 N 388800
147900583 AMQ0005 FIXED 0 X 000000
147550305 AMQ0005 FIXED 1 N 0
147901284 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147550420 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147550784 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146570189 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147551147 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147902167 AMQ0005 FIXED 1 N 0
146752621 AMQ0005 FIXED 1 N 0
146752969 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146753025 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145626420 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147552467 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147476204 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147552780 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147553366 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145993887 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148078306 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147554281 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145033189 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146570908 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147908164 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147908180 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147479083 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147557706 AMQ0005 FIXED 1 N 0
147909444 AMQ0005 FIXED 1 N 0
147558829 AMQ0005 FIXED 1 N 0
146269188 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147909667 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147481428 AMQ0005 FIXED 1 N 0
144161387 AMQ0005 FIXED 2 N 102960
146573043 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147560080 AMQ0005 FIXED 1 N 0
147484521 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146269840 AMQ0005 FIXED 1 N 0
147562383 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147562680 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147486229 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146757182 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147563225 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148090921 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147564603 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146757562 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146271200 AMQ0005 FIXED 2 N 210000
147566681 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147566780 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145120507 AMQ0005 FIXED 2 N 128800
144366549 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146284609 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146575147 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145121901 AMQ0005 FIXED 1 N 0
146274626 AMQ0005 FIXED 1 N 0
147568067 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146274725 AMQ0005 FIXED 2 N 111200
146761705 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147570840 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147570949 AMQ0005 FIXED 1 N 0
146575741 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147494108 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145063541 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
141755165 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147572382 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146577143 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145127940 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148104920 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148613086 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146287826 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147575609 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146288063 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147575989 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147576847 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146289004 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147577282 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146578703 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147578041 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147500003 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146290580 AMQ0005 FIXED 1 N 0
146764808 AMQ0005 FIXED 1 N 0
146002027 AMQ0005 FIXED 2 N 88000
147578967 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147579122 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145136602 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148113541 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147580583 AMQ0005 FIXED 1 N 0
147580740 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148116460 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147581227 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
142425024 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147582704 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147583520 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146003488 AMQ0005 FIXED 1 N 0
147584528 AMQ0005 FIXED 1 N 0
148117906 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147585160 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147585228 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147504922 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146768809 AMQ0005 FIXED 1 N 0
147588487 AMQ0005 FIXED 1 N 0
147588586 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145410460 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146582929 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148121825 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147592208 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147592646 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147593248 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146583703 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147594204 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145152260 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146770383 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146770466 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146770623 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146584289 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147595805 AMQ0005 FIXED 1 N 0
141779181 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146585161 AMQ0005 FIXED 1 N 0
147512784 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141791905 AMQ0005 FIXED 1 N 0
146297403 AMQ0005 FIXED 1 N 0
145156907 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145157004 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147597843 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147598346 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146466164 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146771365 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145160560 AMQ0005 FIXED 2 N 148232
147601249 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147601868 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147601926 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145161501 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146772587 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146469366 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143384246 AMQ0005 FIXED 2 N 170400
147602205 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145164448 AMQ0005 FIXED 2 N 80000
146588900 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146589320 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146773502 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145167565 AMQ0005 FIXED 2 N 266400
146590245 AMQ0005 FIXED 1 N 0
145169389 AMQ0005 FIXED 2 N 119920
147520969 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146302880 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146590906 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147522247 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146303268 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147609762 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147609846 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147610141 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145176269 AMQ0005 FIXED 1 N 0
147611800 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147611982 AMQ0005 FIXED 1 N 0
147527287 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146013321 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148150303 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146593025 AMQ0005 FIXED 2 N 160000
147614366 AMQ0005 FIXED 1 N 0
147614382 AMQ0005 FIXED 1 N 0
148629728 AMQ0005 FIXED 1 N 0
147615587 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147616320 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143460509 AMQ0005 FIXED 1 N 0
148154164 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
141815308 AMQ0005 FIXED 2 N 197200
148154966 AMQ0005 FIXED 1 N 0
144404365 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
145187944 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146477187 AMQ0005 FIXED 1 N 0
146308788 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142072420 AMQ0005 FIXED 2 N 188000
148176787 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145192522 AMQ0005 FIXED 2 N 152000
146017520 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145149480 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148161987 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147623847 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145153482 AMQ0005 FIXED 1 N 0
147625925 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147532246 AMQ0005 FIXED 1 N 0
146599725 AMQ0005 FIXED 1 N 0
147627905 AMQ0005 FIXED 1 N 0
145499463 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147629166 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146600689 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146779244 AMQ0005 FIXED 1 N 0
147630206 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146779525 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148171143 AMQ0005 FIXED 1 N 0
147631048 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148173123 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147632509 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148186349 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146314042 AMQ0005 FIXED 2 N 222480
147633069 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
144210762 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146314448 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147634547 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147635221 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147635460 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146315809 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146605126 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147638340 AMQ0005 FIXED 1 N 0
146316724 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148176423 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147640049 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148176449 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147640601 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146606983 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143435329 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146608047 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148177025 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142090141 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
141850347 AMQ0005 FIXED 1 N 0
146609185 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146319488 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146783246 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146611488 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145515268 AMQ0005 FIXED 2 N 234320
146611629 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146784384 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146784764 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148179666 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147562805 AMQ0005 FIXED 1 N 0
146784863 AMQ0005 FIXED 2 N 297600
144416526 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148180581 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147574784 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145682985 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147576987 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145222121 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147578520 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147579080 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147583389 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147583827 AMQ0005 FIXED 1 N 0
146786348 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144419082 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146787346 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146788146 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146035340 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146035589 AMQ0005 FIXED 1 N 0
147596084 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148219140 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146789409 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144420841 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145709903 AMQ0005 FIXED 1 N 0
147598585 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147603088 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148220726 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146617865 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147608384 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
147608400 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148184526 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148227507 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143241586 AMQ0005 FIXED 2 N 195200
147612006 AMQ0005 FIXED 1 N 0
147612162 AMQ0005 FIXED 1 N 0
147614929 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146620182 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145242509 AMQ0005 FIXED 2 N 135920
144422680 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143243947 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147618367 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
142027960 AMQ0005 FIXED 2 N 80000
145246369 AMQ0005 FIXED 0 X 000000
146042346 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148233703 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146792981 AMQ0005 FIXED 1 N 0
145247045 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147622864 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148186521 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148684301 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143685105 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148187248 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147625107 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145758447 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147625586 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
147627624 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148188428 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148240344 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146343041 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148189608 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146343447 AMQ0005 FIXED 1 N 0
146796701 AMQ0005 FIXED 1 N 0
145259164 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146797022 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146797667 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146798103 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146630744 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145782983 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145261061 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146798400 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143498343 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146053368 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146053822 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145262549 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145786125 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148692809 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148693468 AMQ0005 FIXED 1 N 0
143499523 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
146632385 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145265344 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147645469 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146352588 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147646624 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147872808 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146508023 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145266805 AMQ0005 FIXED 2 N 92000
148191661 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148191760 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148191828 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147647283 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146800842 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145269122 AMQ0005 FIXED 2 N 133600
143514560 AMQ0005 FIXED 1 N 0
145270146 AMQ0005 FIXED 2 N 144000
143519601 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148910441 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148192206 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143505220 AMQ0005 FIXED 2 N 185600
146061429 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146510904 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145272829 AMQ0005 FIXED 2 N 144000
143526408 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147648828 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147648984 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143527042 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148259062 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
132665506 AMQ0005 FIXED 1 N 0
147651186 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147651426 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148260144 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147652366 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146804463 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147653182 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147653281 AMQ0005 FIXED 2 N 584000
145807061 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143405702 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148261043 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145807483 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146358965 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147654305 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148194889 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146359245 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
146641949 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145808648 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146805122 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146643028 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
147655286 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146643382 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146644166 AMQ0005 FIXED 1 N 0
146645429 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
132142886 AMQ0005 FIXED 1 N 0
148698566 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143412146 AMQ0005 FIXED 2 N 121608
147657928 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147658066 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146069083 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148265747 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148917263 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146517404 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146364203 AMQ0005 FIXED 2 N 164000
148267362 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146814629 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146367545 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146367586 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147659189 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147659486 AMQ0005 FIXED 1 N 0
147659601 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146815667 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147660104 AMQ0005 FIXED 2 N 212000
143524221 AMQ0005 FIXED 0 X 00000
145817805 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148272487 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145292801 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147924047 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147663645 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148198567 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147664262 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147664403 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147664528 AMQ0005 FIXED 1 N 0
148277643 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148199086 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147927040 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145821245 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147929582 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146075122 AMQ0005 FIXED 2 N 238960
147666580 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148702368 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147667380 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147667588 AMQ0005 FIXED 1 N 0
143539047 AMQ0005 FIXED 2 N 252000
147937783 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147938740 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147938989 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147941405 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148202021 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143588382 AMQ0005 FIXED 2 N 89600
147672588 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145826160 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
143590503 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145827242 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147955488 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147676209 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147676225 AMQ0005 FIXED 1 N 0
145828687 AMQ0005 FIXED 1 N 0
147677728 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147677843 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
147678163 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145829586 AMQ0005 FIXED 2 N 226600
146083423 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147681282 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145312948 AMQ0005 FIXED 1 N 0
147970925 AMQ0005 FIXED 1 N 0
147682603 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143599702 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147974240 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147978621 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144035649 AMQ0005 FIXED 1 N 0
148305949 AMQ0005 FIXED 1 N 0
146090725 AMQ0005 FIXED 1 N 0
148204944 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147688741 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148311228 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
147689020 AMQ0005 FIXED 1 N 0
147992101 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145840120 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
148205644 AMQ0005 FIXED 1 N 0
147690069 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147691265 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147691927 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148707862 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143450948 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147692008 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148317621 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145845020 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145847240 AMQ0005 FIXED 1 N 0
147698021 AMQ0005 FIXED 2 N 188000
147698401 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143627941 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148323009 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147699920 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148010663 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147701965 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148015241 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147702104 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148443880 AMQ0005 FIXED 1 N 0
148020647 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143644565 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147706204 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147707681 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148029507 AMQ0005 FIXED 1 N 0
147708101 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146542063 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145868329 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147713929 AMQ0005 FIXED 1 N 0
148338908 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148342025 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147717086 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145871000 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143668960 AMQ0005 FIXED 2 N 93267
148713142 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148041445 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147718522 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148042906 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148345044 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147721385 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147723464 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147723662 AMQ0005 FIXED 1 N 0
148053382 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147724587 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148351505 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148353006 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147727804 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148056708 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148058043 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148353964 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148213705 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148354129 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148058720 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148060460 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147732309 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144303427 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147732564 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144440906 AMQ0005 FIXED 2 N 540000
147732705 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148062789 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147736565 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143576585 AMQ0005 FIXED 1 N 0
148468523 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148065667 AMQ0005 FIXED 1 N 0
148217201 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148358369 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
147740385 AMQ0005 FIXED 1 N 0
148358849 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148717804 AMQ0005 FIXED 1 N 0
147746143 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148068240 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146578786 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148069008 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
147748701 AMQ0005 FIXED 1 N 0
148069545 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148069784 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144445962 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148366206 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148366362 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148366784 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148072366 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148072424 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148072960 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148367501 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148073562 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148073620 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146585484 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148368764 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148076284 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148220528 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146587969 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146588363 AMQ0005 FIXED 1 N 0
148077209 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143685204 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148489685 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146588488 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148080260 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148080302 AMQ0005 FIXED 1 N 0
148221666 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148222102 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148081706 AMQ0005 FIXED 2 N 117600
144190626 AMQ0005 FIXED 0 X 000000
148494909 AMQ0005 FIXED 1 N 0
148495047 AMQ0005 FIXED 1 N 0
148371289 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148082548 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148371909 AMQ0005 FIXED 1 N 0
148083249 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148372022 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143696581 AMQ0005 FIXED 2 N 120000
143651529 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
148372766 AMQ0005 FIXED 1 N 0
148500028 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148500648 AMQ0005 FIXED 1 N 0
143699205 AMQ0005 FIXED 2 N 391400
144194180 AMQ0005 FIXED 0 X 000000
148086507 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148502644 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148087448 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148088149 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148088420 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144215340 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144326923 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
148507387 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148507940 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148088826 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148376585 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146652268 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148093263 AMQ0005 FIXED 2 N 205917
144201506 AMQ0005 FIXED 1 N 0
144201944 AMQ0005 FIXED 1 N 0
146659008 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146600226 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148095300 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146662986 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148379282 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144204302 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148097587 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146669023 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
148098726 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148098841 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148099401 AMQ0005 FIXED 1 N 0
146674346 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148099781 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148099880 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148100126 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148100282 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148380926 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146033923 AMQ0005 HYBRID 3 YRS FIXED 1 Y 0
148101280 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146685805 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
146609383 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146036926 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146612346 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
144211604 AMQ0005 FIXED 1 N 0
148103781 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148383565 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146041280 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146621362 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146622204 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148385602 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148385800 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148227028 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148105844 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146719141 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148228364 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148387087 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148108384 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148108905 AMQ0005 FIXED 1 N 0
146050828 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148228968 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143761161 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148109523 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146056809 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146060843 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148229727 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148535800 AMQ0005 FIXED 1 N 0
148112329 AMQ0005 FIXED 1 N 0
146726625 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146063920 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148388127 AMQ0005 FIXED 1 N 0
146065685 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148388523 AMQ0005 FIXED 1 N 0
148388762 AMQ0005 FIXED 1 N 0
146728787 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148114242 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148390180 AMQ0005 FIXED 1 N 0
148115140 AMQ0005 FIXED 1 N 0
143802726 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148116221 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146630322 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148117427 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146738802 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148733207 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148539802 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148539984 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148119746 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145136446 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144348000 AMQ0005 FIXED 2 N 156000
143766921 AMQ0005 FIXED 0 X 000000
148392202 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143769644 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148125040 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146752886 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148125685 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146093067 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146093364 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146753785 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145146205 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144233087 AMQ0005 FIXED 1 N 0
148394265 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146096862 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148235484 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144235686 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148548084 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146764865 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146194584 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144354206 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146775226 AMQ0005 HYBRID 2 YRS FIXED 1 Y 0
146776240 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148237589 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146637889 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148238744 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148134083 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148134240 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
143789923 AMQ0005 FIXED 2 N 168000
148238942 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148556764 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148135007 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148135189 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146205000 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148398688 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146106422 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148240120 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146793104 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148735566 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146643101 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146797501 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146797725 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146213947 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145177069 AMQ0005 FIXED 1 N 0
148141708 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148241284 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146802244 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148142649 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148564404 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146804760 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146644364 AMQ0005 FIXED 1 N 0
148144348 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148144363 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148242860 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148400922 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146810064 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148401169 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148401524 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146811203 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148147663 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148147689 AMQ0005 FIXED 1 N 0
148401946 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144364304 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148148026 AMQ0005 FIXED 1 N 0
146812821 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148148984 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
146816400 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148738040 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148245962 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146818661 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145191607 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146117924 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146822382 AMQ0005 FIXED 1 N 0
146822523 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148402985 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146230826 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146825047 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148154529 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146827480 AMQ0005 FIXED 1 N 0
146233267 AMQ0005 FIXED 1 N 0
148158041 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146121405 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146831060 AMQ0005 FIXED 1 N 0
148160187 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146123005 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146831748 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146832308 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148162548 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148404981 AMQ0005 FIXED 1 N 0
146833207 AMQ0005 FIXED 1 N 0
146833389 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148405103 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144266889 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148405384 AMQ0005 FIXED 2 N 84800
148163629 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148163801 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148405624 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148251440 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145215307 AMQ0005 FIXED 1 N 0
148252067 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144269420 AMQ0005 FIXED 1 N 0
145218129 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
143868909 AMQ0005 FIXED 1 N 0
144272028 AMQ0005 FIXED 1 N 0
146836960 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146837141 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146126461 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145232286 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146838909 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148579865 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146244728 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146840327 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148254444 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146842745 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148172760 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148410681 AMQ0005 HYBRID 5 YRS FIXED 1 N 0
146844287 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146651401 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146652748 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148254881 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146845649 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148254964 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
140115767 AMQ0005 FIXED 2 N 88000
146846522 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146847140 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146847843 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
144287968 AMQ0005 FIXED 2 N 274612
148743222 AMQ0005 FIXED 1 N 0
146849708 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
144289667 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148412380 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146131180 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143899888 AMQ0005 FIXED 2 N 183920
148257488 AMQ0005 FIXED 1 N 0
146852504 AMQ0005 FIXED 1 N 0
148412844 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146654082 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148258346 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146852645 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
140482589 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148585300 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146134960 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146135108 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148261886 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148263924 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148416100 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148265101 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146138649 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148416902 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148587025 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148587041 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148587066 AMQ0005 FIXED 1 N 0
146857420 AMQ0005 FIXED 1 N 0
146858345 AMQ0005 FIXED 1 N 0
148268287 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146858600 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148746183 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146858980 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146142161 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146142468 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146860242 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146862107 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146145420 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146863204 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146863600 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146262902 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146659628 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148422801 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146865506 AMQ0005 FIXED 2 N 193200
148424146 AMQ0005 FIXED 1 N 0
148591746 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145328142 AMQ0005 FIXED 2 N 184000
146660907 AMQ0005 FIXED 0 X 000000
145329702 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148424526 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148424666 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146867924 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146662788 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146663828 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146268289 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146869045 AMQ0005 FIXED 2 N 99600
146153622 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145335964 AMQ0005 FIXED 2 N 287200
146154661 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146156567 AMQ0005 FIXED 2 N 112000
146871447 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146271226 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146873021 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146873245 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146666540 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145346722 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148598782 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148434780 AMQ0005 FIXED 1 N 0
146875729 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146875760 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146875885 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146667761 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146164041 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
143996783 AMQ0005 FIXED 2 N 104000
148599228 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146164942 AMQ0005 FIXED 1 N 0
148601081 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146878707 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146166145 AMQ0005 FIXED 1 N 0
148437429 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146274865 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146668140 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146668264 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146668520 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146668942 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145354767 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146881644 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148602469 AMQ0005 FIXED 1 N 0
145356606 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146882428 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146670443 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146883988 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146885165 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146175500 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146672985 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146673462 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146886742 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146673843 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146674601 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146889027 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146675467 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
136516424 AMQ0005 FIXED 1 N 0
148609084 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146889928 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146181565 AMQ0005 FIXED 1 N 0
148611445 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146890520 AMQ0005 FIXED 1 N 0
146890926 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148756760 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148757388 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146287966 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145385365 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
145385647 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146677620 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146677984 AMQ0005 FIXED 1 N 0
145387361 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146892146 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146289988 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145394920 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146680707 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146894142 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148757982 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146681168 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148617368 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146681762 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146894902 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
145401022 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
148619240 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
148619927 AMQ0005 FIXED 1 N 0
146302047 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146685425 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146900444 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146901822 AMQ0005 HYBRID 2 YRS FIXED 1 N 0
146688486 AMQ0005 HYBRID 3 YRS FIXED 1 N 0
146902382 AMQ0005 FIXED 2 N 232000
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0000000000 MAN0001 FIXED BALLOON 30/15 2 N 316000
0000000000 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030044568 MAN0001 FIXED BALLOON 30/15 2 N 422400
0000000000 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044721 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044755 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030044758 MAN0001 FIXED BALLOON 30/15 2 N 221600
1230044472 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
0000000000 MAN0001 FIXED BALLOON 30/15 2 N 272000
2030044359 MAN0001 FIXED BALLOON 40/30 1 N 0
2030044450 MAN0001 HYBRID 3 YRS FIXED 1 Y 0
2030044455 MAN0001 FIXED BALLOON 30/15 2 N 480000
2030044485 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
2030044488 MAN0001 FIXED BALLOON 30/15 2 N 208000
2030044636 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044781 MAN0001 HYBRID 5 YRS FIXED BALLOON 1 N 0
1230045102 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230045104 MAN0001 FIXED BALLOON 30/15 2 N 539650
2030043985 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044534 MAN0001 HYBRID 2 YRS FIXED 1 N 0
0000000000 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044622 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030044753 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
1230044980 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230044981 MAN0001 FIXED BALLOON 30/15 2 N 289600
2030044759 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230044668 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
1230044669 MAN0001 FIXED BALLOON 30/15 2 N 164491
2030044383 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030044620 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030044685 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044908 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230044712 MAN0001 HYBRID 3 YRS FIXED 1 N 0
2030044297 MAN0001 FIXED 1 N 0
2030044507 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
0000000000 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030044535 MAN0001 FIXED BALLOON 30/15 2 N 216000
2030044595 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
0000000000 MAN0001 HYBRID 3 YRS FIXED BALLOON 1 Y 0
2030044735 MAN0001 FIXED BALLOON 30/15 2 N 226400
2030044967 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
2030044968 MAN0001 FIXED BALLOON 30/15 2 N 284000
2030044356 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030044795 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044892 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030044893 MAN0001 FIXED BALLOON 30/15 2 N 446400
2030045038 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230045116 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230045119 MAN0001 FIXED BALLOON 30/15 2 N 256000
1230045216 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230045220 MAN0001 FIXED BALLOON 30/15 2 N 154654
1230045299 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030043983 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044167 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030044169 MAN0001 FIXED BALLOON 30/15 2 N 120000
2030044413 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044508 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044876 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045080 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230045222 MAN0001 HYBRID 3 YRS FIXED 1 N 0
2030044044 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
2030044045 MAN0001 FIXED BALLOON 30/15 2 N 556000
2030044387 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044716 MAN0001 FIXED 1 N 0
2030044730 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
2030044732 MAN0001 FIXED BALLOON 30/15 2 N 364000
2030044747 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030044750 MAN0001 FIXED BALLOON 30/15 2 N 87992
2030044786 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030044789 MAN0001 FIXED BALLOON 30/15 2 N 148000
2030045063 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030045075 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030045236 MAN0001T HYBRID 2 YRS FIXED BALLOON 1 Y 0
2030045239 MAN0001T FIXED BALLOON 30/15 2 N 168000
1230044057 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230044059 MAN0001 FIXED BALLOON 30/15 2 N 228800
1230044309 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230044725 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
1230044729 MAN0001 FIXED BALLOON 30/15 2 N 156888
1230045025 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
0000000000 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044068 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030044271 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044785 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030044788 MAN0001 FIXED BALLOON 30/15 2 N 210400
2030044870 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044895 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045066 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045067 MAN0001 FIXED BALLOON 30/15 2 N 464000
2030045097 MAN0001 FIXED 1 N 0
2030045112 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045176 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045221 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230044965 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230045164 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230045172 MAN0001 FIXED BALLOON 30/15 2 N 444000
2030043601 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044132 MAN0001 FIXED 1 N 0
2030044899 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030044901 MAN0001 FIXED BALLOON 30/15 2 N 364000
0000000000 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030045026 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030045083 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045088 MAN0001 FIXED BALLOON 30/15 2 N 239200
2030045147 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030045295 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030045300 MAN0001 FIXED 1 N 0
1230043682 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230044412 MAN0001 HYBRID 3 YRS FIXED 1 N 0
1230045353 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
1230045354 MAN0001 FIXED BALLOON 30/15 2 N 224000
2030044401 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
2030044404 MAN0001 FIXED BALLOON 30/15 2 N 211120
2030044792 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045218 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
2030045304 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045307 MAN0001 FIXED BALLOON 30/15 2 N 354400
2030045421 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045422 MAN0001 FIXED BALLOON 30/15 2 N 289600
0000000000 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230045078 MAN0001 FIXED BALLOON 30/15 2 N 232800
1230045205 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230045285 MAN0001 HYBRID 2 YRS FIXED 1 N 0
0000000000 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230045380 MAN0001 HYBRID 3 YRS FIXED BALLOON 1 N 0
1230045395 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
1230045396 MAN0001 FIXED BALLOON 30/15 2 N 316000
1230045443 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
1230045578 MAN0001T HYBRID 2 YRS FIXED 1 Y 0
1230045587 MAN0001T FIXED BALLOON 30/15 2 N 468000
2030044315 MAN0001T HYBRID 2 YRS FIXED 1 Y 0
2030044322 MAN0001T FIXED BALLOON 30/15 2 N 136000
2030044618 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044862 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045010 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045069 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
0000000000 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045336 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045436 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
1230044419 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230044976 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230044978 MAN0001 FIXED BALLOON 30/15 2 N 528800
1230045214 MAN0001T HYBRID 2 YRS FIXED BALLOON 1 Y 0
0000000000 MAN0001T FIXED BALLOON 30/15 2 N 116000
1230045226 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
1230045232 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230045238 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
1230045244 MAN0001 FIXED BALLOON 30/15 2 N 285574
1230045252 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230045337 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
1230045397 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230045434 MAN0001 HYBRID 3 YRS FIXED 1 N 0
1230045495 MAN0001 HYBRID 2 YRS FIXED 1 N 0
0000000000 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230045680 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230045681 MAN0001 FIXED BALLOON 30/15 2 N 216000
1230045698 MAN0001 HYBRID 3 YRS FIXED BALLOON 1 N 0
1230045742 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 Y 0
1230045745 MAN0001 FIXED BALLOON 30/15 2 N 476000
2030044542 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044696 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030044760 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030044828 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030044831 MAN0001 FIXED BALLOON 30/15 2 N 209600
2030044906 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030045009 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045013 MAN0001 FIXED BALLOON 30/15 2 N 129600
2030045070 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045146 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045151 MAN0001 FIXED BALLOON 30/15 2 N 260000
2030045157 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045185 MAN0001 HYBRID 3 YRS FIXED 1 Y 0
2030045190 MAN0001 FIXED BALLOON 30/15 2 N 200000
2030045264 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045265 MAN0001 FIXED BALLOON 30/15 2 N 155200
2030045311 MAN0001 FIXED 1 N 0
2030045388 MAN0001 FIXED 1 N 0
0000000000 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045453 MAN0001 FIXED BALLOON 30/15 2 N 392000
2030045457 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045461 MAN0001 FIXED BALLOON 30/15 2 N 243200
2030045468 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045475 MAN0001 FIXED BALLOON 30/15 2 N 207200
2030045489 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030045513 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045542 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045549 MAN0001 FIXED BALLOON 30/15 2 N 150000
2030045581 MAN0001 HYBRID 3 YRS FIXED 1 N 0
2030045641 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030045643 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030044185 MAN0001 HYBRID 2 YRS FIXED 1 N 0
0000000000 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030044379 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030044346 MAN0001 HYBRID 2 YRS FIXED 1 N 0
1230045302 MAN0001 HYBRID 2 YRS FIXED 1 N 0
2030045577 MAN0001 HYBRID 2 YRS FIXED BALLOON 1 N 0
2030045612 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
2030045616 MAN0001 FIXED BALLOON 30/15 2 N 243200
0000000000 MAN0001 FIXED BALLOON 40/30 1 Y 0
2030045705 MAN0001 FIXED BALLOON 30/15 2 N 96000
1230044757 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230044761 MAN0001 FIXED BALLOON 30/15 2 N 412000
1230045197 MAN0001 HYBRID 2 YRS FIXED 1 Y 0
1230045199 MAN0001 FIXED BALLOON 30/15 2 N 447200
loanid secmtgbal modified grade sec32 fico ficodate
----------------------------------------------------------------------------------------------------------
4474055 40842.2 N N 635 7/21/2006
4468817 00000 X X 000 7/21/2006
4422724 29050.92 N N 643 7/21/2006
40374606 0 A+ N 654 7/21/2006
40452000 0 A+ N 598 7/21/2006
4456864 0 X X 000 1/1/2006
40455639 0 A+ N 607 7/21/2006
40458277 0 A+ N 649 7/21/2006
40467143 0 A+ N 600 7/21/2006
40458535 83000 A+ N 684 7/21/2006
40446293 4600 A+ N 565 7/21/2006
40451454 0 A+ N 585 7/21/2006
40457194 29200 A+ N 619 7/21/2006
4429795 0 X X 000 7/21/2006
4501569 0 X X 000 1/1/2006
4459372 0 X X 000 1/1/2006
4448749 0 X X 000 1/1/2006
4484020 00000 X X 000 7/21/2006
4495542 00000 X X 000 1/1/2006
4416059 00000 X X 000 7/21/2006
4482950 0 X X 000 1/1/2006
4448124 0 X X 000 7/21/2006
4427247 00000 X X 000 7/21/2006
4437899 0 X X 000 7/21/2006
4486984 0 X X 000 1/1/2006
4453112 0 X X 000 7/21/2006
4470221 0 X X 000 12/1/2005
4508333 0 X X 000 1/1/2006
4501077 0 X X 000 1/1/2006
40444159 0 A+ N 600 7/21/2006
40438099 0 A+ N 685 7/21/2006
40453433 0 A+ N 555 7/21/2006
40457123 0 A+ N 677 7/21/2006
40451994 20000 A+ N 587 7/21/2006
40460922 4475 A+ N 616 7/21/2006
40462726 13600 A+ N 567 7/27/2006
40454040 0 A+ N 616 7/21/2006
40463583 0 A+ N 587 11/8/2001
40462851 0 A+ N 587 7/21/2006
40467376 0 A+ N 601 7/21/2006
40463763 0 A+ N 620 7/21/2006
40456503 0 A+ N 639 11/10/2001
40457025 0 A+ N 519 7/21/2006
40455700 29400 A+ N 612 7/21/2006
40362797 0 A+ N 563 7/21/2006
40411025 0 A N 562 7/21/2006
40453276 43400 A+ N 608 7/21/2006
40434493 47000 A+ N 723 7/21/2006
40437041 20800 A+ N 643 7/21/2006
40465538 129998 A+ N 635 7/21/2006
40465583 20000 A+ N 651 7/21/2006
40449868 77000 A+ N 712 7/21/2006
40448030 128000 A+ N 703 7/21/2006
40454203 44980 A+ N 655 7/21/2006
40454858 107000 A N 598 7/21/2006
40430326 152000 A+ N 729 7/21/2006
40445465 35600 A+ N 687 7/21/2006
40458977 27600 A+ N 651 7/21/2006
40417152 127200 A+ N 608 7/21/2006
40460226 130000 A+ N 689 7/21/2006
40408426 67000 A+ N 668 7/21/2006
40458139 34390 A+ N 649 7/21/2006
40466250 0 A+ N 723 7/21/2006
40460227 0 A+ N 689 11/16/2001
40462701 0 A+ N 640 7/27/2006
40463137 0 A+ N 727 7/21/2006
40463738 0 A+ N 628 7/21/2006
40455937 0 A+ N 681 7/21/2006
40457590 0 A+ N 608 7/21/2006
40384842 99800 A+ N 708 7/21/2006
40405303 0 A+ N 651 7/21/2006
40455119 0 A+ N 627 7/21/2006
40461708 0 A+ N 593 7/21/2006
40422068 47250 A+ N 620 7/21/2006
40451690 47180 A N 669 7/21/2006
40461470 39100 A+ N 629 7/21/2006
40466161 7550 A+ N 557 7/21/2006
40462671 3999 A+ N 584 7/21/2006
40465430 20200 A+ N 735 7/21/2006
40459438 35600 A+ N 646 7/21/2006
40455047 0 A+ N 591 7/21/2006
40459320 0 A+ N 639 7/21/2006
40455574 69000 A+ N 658 7/21/2006
40457147 62200 A+ N 691 7/21/2006
40466574 23900 A+ N 685 7/21/2006
40461383 20000 A+ N 662 7/21/2006
40451508 0 A+ N 647 7/21/2006
40458519 0 A+ N 568 11/9/2001
40459683 0 A+ N 605 7/21/2006
40455439 40400 A+ N 607 7/21/2006
40466764 20400 A+ N 583 7/21/2006
40438348 0 A+ N 588 7/21/2006
40454452 0 A+ N 612 7/21/2006
40449727 0 A+ N 593 7/21/2006
40466228 61000 A+ N 723 7/21/2006
40465023 0 A N 607 7/21/2006
40465074 27000 A+ N 599 7/21/2006
40464550 22658 A+ N 586 7/21/2006
40468606 43198 A+ N 627 7/21/2006
40447226 0 A- N 681 7/21/2006
40460427 0 A+ N 641 7/21/2006
40460098 49980 A+ N 661 7/21/2006
40463105 29400 A+ N 727 7/21/2006
40425811 0 A+ N 620 7/21/2006
40440534 0 A+ N 747 7/21/2006
40461426 0 A+ N 662 7/21/2006
40437734 0 A+ N 643 7/21/2006
40451761 0 A N 669 7/21/2006
40404916 0 A+ N 612 7/21/2006
40461638 0 A+ N 593 7/21/2006
40462984 0 A+ N 611 7/21/2006
40465095 0 A+ N 590 7/21/2006
40464720 20970 A+ N 596 7/21/2006
40449858 29870 A+ N 591 7/21/2006
40404909 20000 A+ N 612 7/21/2006
40460118 0 A+ N 661 7/21/2006
40461492 0 A+ N 629 7/21/2006
40444070 57000 A+ N 721 7/21/2006
40457783 0 A+ N 689 7/21/2006
40457233 17175 A+ N 553 7/21/2006
40434235 0 A+ N 550 7/21/2006
40447367 0 A+ N 548 7/21/2006
40451764 0 A+ N 554 7/21/2006
40449906 0 A+ N 604 7/21/2006
40453344 0 A+ N 608 7/21/2006
40462219 0 A+ N 576 7/21/2006
40466677 17100 A+ N 582 7/21/2006
40464999 0 A+ N 651 7/21/2006
40454414 0 A+ N 667 7/21/2006
40438577 0 A+ N 541 7/21/2006
40452575 0 A+ N 551 7/21/2006
40454733 0 A+ N 600 7/21/2006
40463439 0 A+ N 722 7/21/2006
40453306 8575 A+ N 563 7/21/2006
40462645 0 A+ N 645 7/21/2006
40464843 0 A+ N 565 7/21/2006
40404261 0 A+ N 611 7/21/2006
40458691 28000 A+ N 528 7/21/2006
40461101 21400 A+ N 511 7/21/2006
40468625 0 A+ N 627 7/21/2006
40467644 0 A+ N 561 7/21/2006
40463707 97000 A+ N 620 7/21/2006
40455999 0 A+ N 604 7/21/2006
40461307 0 A- N 565 7/21/2006
40457157 0 A+ N 691 7/21/2006
40461512 0 A+ N 696 7/21/2006
40461541 0 A+ N 740 7/21/2006
40460804 0 A+ N 640 7/21/2006
40460822 0 A+ N 632 7/21/2006
40433264 0 A+ N 618 7/21/2006
40434528 0 A+ N 697 7/21/2006
40454490 0 A+ N 597 7/21/2006
40459062 0 A+ N 671 7/21/2006
40444171 0 A+ N 708 7/21/2006
40370245 0 A+ N 631 7/21/2006
40454590 0 A+ N 611 7/21/2006
40439573 0 A+ N 684 7/21/2006
40462745 0 A+ N 665 7/21/2006
40456501 20400 A+ N 639 7/21/2006
40428493 97980 A+ N 620 7/21/2006
5080158 0 AA 580 7/21/2006
4492221 00000 X X 000 1/1/2006
4492254 0 X X 000 1/1/2006
4422523 00000 X X 000 7/21/2006
4426569 0 X X 000 7/21/2006
4469507 00000 X X 000 7/21/2006
4489366 00000 X X 000 7/21/2006
4450829 68410.2 N N 669 7/21/2006
4450939 0 X X 000 7/21/2006
4518437 00000 X X 000 1/1/2006
4524019 0 X X 000 1/1/2006
4463647 0 X X 000 1/1/2006
3197095 0 X X 000 7/21/2006
4448746 0 X X 000 1/1/2006
4507405 0 X X 000 1/1/2006
4392991 00000 X X 000 7/21/2006
4403605 0 X X 000 7/21/2006
4381781 00000 X X 000 7/21/2006
4509708 00000 X X 000 1/1/2006
4509719 0 X X 000 1/1/2006
4420280 00000 X X 000 7/21/2006
4420288 0 X X 000 7/21/2006
4462731 00000 X X 000 7/21/2006
4462736 0 X X 000 7/24/2006
4446632 0 X X 000 7/21/2006
4450679 0 X X 000 7/21/2006
4515332 0 X X 000 1/1/2006
4507778 0 X X 000 1/1/2006
4460263 0 X X 000 7/21/2006
4450528 0 X X 000 1/1/2006
4395489 0 X X 000 7/21/2006
4458580 00000 X X 000 7/21/2006
4422125 00000 X X 000 7/21/2006
4431472 0 X X 000 1/1/2006
4505520 0 X X 000 1/1/2006
4477589 00000 X X 000 7/21/2006
4342579 0 X X 000 1/1/2006
4482863 0 X X 000 1/1/2006
4468912 0 X X 000 7/21/2006
4451089 0 X X 000 7/21/2006
4475987 0 X X 000 7/21/2006
4474962 00000 X X 000 7/21/2006
4494433 59820.72 N N 660 7/21/2006
4482788 000000 X X 000 7/21/2006
4506349 0 X X 000 1/1/2006
4444078 00000 X X 000 7/21/2006
4486110 0 X X 000 7/21/2006
4392947 43972.6 N N 724 7/21/2006
4478436 00000 X X 000 7/24/2006
4490468 0 X X 000 7/21/2006
4484853 0 X X 000 7/21/2006
4442063 00000 X X 000 7/21/2006
4442065 0 X X 000 7/21/2006
4506316 00000 X X 000 1/1/2006
4506318 0 X X 000 1/1/2006
4486183 000000 X X 000 7/21/2006
4402183 50275.4 N N 698 7/21/2006
4437060 0 X X 000 7/21/2006
4451026 00000 X X 000 7/21/2006
4409656 000000 X X 000 7/21/2006
4385790 00000 X X 000 7/21/2006
4455630 0 X X 000 1/1/2006
4455633 0 X X 000 1/1/2006
4482939 78012.8 N N 668 7/21/2006
4484240 0 X X 000 7/21/2006
4495713 00000 X X 000 1/1/2006
4497901 0 X X 000 1/1/2006
4482842 00000 X X 000 7/21/2006
4493944 0 X X 000 7/21/2006
4487432 0 X X 000 1/1/2006
4505018 0 X X 000 1/1/2006
4492459 0 X X 000 1/1/2006
4458940 58203.6 N N 601 1/1/2006
4458941 0 X X 000 1/1/2006
4471304 0 X X 000 7/21/2006
4472096 00000 X X 000 7/21/2006
4472097 0 X X 000 7/24/2006
4484426 0 X X 000 1/1/2006
4415648 22988.7 N N 623 7/21/2006
4309115 00000 X X 000 7/21/2006
4295990 0 X X 000 7/21/2006
4417672 00000 X X 000 7/21/2006
4386050 00000 X X 000 7/21/2006
4510522 0 X X 000 1/1/2006
4486185 0 X X 000 7/21/2006
4409684 0 X X 000 7/21/2006
4486933 0 X X 000 1/1/2006
4495715 0 X X 000 1/1/2006
4506740 0 X X 000 1/1/2006
4400213 0 X X 000 7/21/2006
4444334 0 X X 000 7/21/2006
4514706 40809.59 N N 627 1/1/2006
4473339 00000 X X 000 7/21/2006
4410298 00000 X X 000 7/21/2006
4468885 00000 X X 000 7/21/2006
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