CITIGROUP MORTGAGE LOAN TRUST INC. Depositor WELLS FARGO BANK, N.A. Servicer CITIBANK, N.A. Trust Administrator and Trustee POOLING AND SERVICING AGREEMENT Dated as of June 1, 2007 Asset-Backed Pass-Through Certificates Series 2007-WFHE3
CITIGROUP
MORTGAGE LOAN TRUST INC.
Depositor
XXXXX
FARGO BANK, N.A.
Servicer
CITIBANK,
N.A.
Trust
Administrator
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
_________________________________________
Dated
as
of June 1, 2007
_________________________________________
Asset-Backed
Pass-Through Certificates
Series
2007-WFHE3
TABLE
OF CONTENTS
|
ARTICLE
I
|
|
|
DEFINITIONS
|
|
|
SECTION
1.01
|
Defined
Terms.
|
|
SECTION
1.02
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II
|
|
|
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02
|
Acceptance
of the Trust Fund by the Trustee.
|
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Sponsor or the
Depositor.
|
|
SECTION
2.04
|
[Reserved].
|
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Servicer.
|
|
SECTION
2.06
|
Issuance
of the Certificates.
|
|
SECTION
2.07
|
Authorization
to Enter into the Interest Rate Swap Agreement and the Interest
Rate Cap
Agreement
|
|
SECTION
2.08
|
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs
by the
Trustee.
|
|
ARTICLE
III
|
|
|
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3.01
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02
|
Sub-Servicing
Agreements Between the Servicer and Sub-Servicers.
|
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
|
SECTION
3.04
|
Liability
of the Servicer.
|
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or Certificateholders.
|
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Trust
Administrator.
|
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
|
SECTION
3.10
|
Collection
Account and Distribution Account.
|
|
SECTION
3.11
|
Withdrawals
from the Collection Account and Distribution Account.
|
|
SECTION
3.12
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
|
SECTION
3.13
|
[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
|
|
SECTION
4.09
|
Swap
Account.
|
|
SECTION
4.10
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
|
SECTION
4.11
|
Collateral
Accounts.
|
|
SECTION
4.12
|
Rights
and Obligations Under the Interest Rate Cap Agreement and the Interest
Rate Swap Agreement.
|
|
SECTION
4.13
|
Reserve
Fund.
|
|
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 SERVICER
|
|
|
SECTION
6.01
|
Liability
of the Depositor and the Servicer.
|
|
SECTION
6.02
|
Merger
or Consolidation of the Depositor or the Servicer.
|
|
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Servicer and Others.
|
|
SECTION
6.04
|
Limitation
on Resignation of the Servicer.
|
|
SECTION
6.05
|
Rights
of the Depositor in Respect of the Servicer.
|
|
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 Custodian’s Fees and
Expenses.
|
|
SECTION
8.06
|
Eligibility
Requirements for Trustee and Trust Administrator.
|
|
SECTION
8.07
|
Resignation
and Removal of the Trustee and the Trust Administrator.
|
|
SECTION
8.08
|
Successor
Trustee or Trust Administrator.
|
|
SECTION
8.09
|
Merger
or Consolidation of Trustee or Trust Administrator.
|
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11
|
[Reserved].
|
|
SECTION
8.12
|
Appointment
of Office or Agency.
|
|
SECTION
8.13
|
Representations
and Warranties.
|
|
SECTION
8.14
|
[Reserved].
|
|
SECTION
8.15
|
No
Trustee or Trust Administrator Liability for Actions or Inactions
of
Custodian.
|
|
SECTION
8.16
|
Email
Communications.
|
|
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-2 Certificate
|
|
Exhibit
A-3
|
Form
of Class A-3 Certificate
|
|
Exhibit
A-4
|
Form
of Class M-1 Certificate
|
|
Exhibit
A-5
|
Form
of Class M-2 Certificate
|
|
Exhibit
A-6
|
Form
of Class M-3 Certificate
|
|
Exhibit
A-7
|
Form
of Class M-4 Certificate
|
|
Exhibit
A-8
|
Form
of Class M-5 Certificate
|
|
Exhibit
A-9
|
Form
of Class M-6 Certificate
|
|
Exhibit
A-10
|
Form
of Class M-7 Certificate
|
|
Exhibit
A-11
|
Form
of Class M-8 Certificate
|
|
Exhibit
A-12
|
Form
of Class M-9 Certificate
|
|
Exhibit
A-13
|
Form
of Class M-10 Certificate
|
|
Exhibit
A-14
|
Form
of Class M-11 Certificate
|
|
Exhibit
A-15
|
Form
of Class CE Certificate
|
|
Exhibit
A-16
|
Form
of Class P Certificate
|
|
Exhibit
A-17
|
Form
of Class R Certificate
|
|
Exhibit
A-18
|
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 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
|
|
Exhibit
I
|
Form
of Interest Rate Cap Agreement
|
|
Exhibit
J
|
Form
of Cap Administration Agreement
|
|
Exhibit
K
|
Form
of Interest Rate Swap Agreement
|
|
Schedule
1
|
Mortgage
Loan Schedule
|
|
Schedule
2
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement, is dated and effective as of June 1, 2007,
among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, XXXXX FARGO BANK, N.A.,
as Servicer, CITIBANK, N.A., as Trust Administrator, and U.S. BANK NATIONAL
ASSOCIATION, as Trustee.
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates to be issued hereunder
in
multiple classes, which in the aggregate will evidence the entire beneficial
ownership interest in each REMIC (as defined herein) created hereunder. The
Trust Fund will consist of a segregated pool of assets comprised of the Mortgage
Loans and certain other related assets subject to this Agreement.
REMIC
I
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other related assets
(other than any Servicer Prepayment Charge Payment Amounts, the Net WAC Rate
Carryover Reserve Account, the Reserve Fund, the Interest Rate Swap Agreement,
the Swap Account, the Supplemental Interest Trust, the Cap Account, the Cap
Administration Agreement and the Interest Rate Cap Agreement) subject to this
Agreement as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as “REMIC I.” The Class R-I Interest
will be the sole class of “residual interests” in REMIC I for purposes of the
REMIC Provisions (as defined herein). The following table irrevocably
sets forth the designation, the REMIC I Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
REMIC I Regular Interests (as defined herein). None of the REMIC I
Regular Interests will be certificated.
|
Designation
|
REMIC
I
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
|
I
|
(2)
|
$ 176,828,653.50
|
June
2037
|
|||
|
I-1-A
|
(2)
|
$ 7,488,830.00
|
June
2037
|
|||
|
I-1-B
|
(2)
|
$ 7,488,830.00
|
June
2037
|
|||
|
I-2-A
|
(2)
|
$ 7,236,288.75
|
June
2037
|
|||
|
I-2-B
|
(2)
|
$ 7,236,288.75
|
June
2037
|
|||
|
I-3-A
|
(2)
|
$ 7,048,846.25
|
June
2037
|
|||
|
I-3-B
|
(2)
|
$ 7,048,846.25
|
June
2037
|
|||
|
I-4-A
|
(2)
|
$ 6,810,298.75
|
June
2037
|
|||
|
I-4-B
|
(2)
|
$ 6,810,298.75
|
June
2037
|
|||
|
I-5-A
|
(2)
|
$ 6,674,320.00
|
June
2037
|
|||
|
I-5-B
|
(2)
|
$ 6,674,320.00
|
June
2037
|
|||
|
I-6-A
|
(2)
|
$ 6,421,526.25
|
June
2037
|
|||
|
I-6-B
|
(2)
|
$ 6,421,526.25
|
June
2037
|
|||
|
I-7-A
|
(2)
|
$ 6,347,168.75
|
June
2037
|
|||
|
I-7-B
|
(2)
|
$ 6,347,168.75
|
June
2037
|
|||
|
I-8-A
|
(2)
|
$ 6,607,231.25
|
June
2037
|
|||
|
I-8-B
|
(2)
|
$ 6,607,231.25
|
June
2037
|
|||
|
I-9-A
|
(2)
|
$ 11,274,673.75
|
June
2037
|
|||
|
I-9-B
|
(2)
|
$ 11,274,673.75
|
June
2037
|
|||
|
I-10-A
|
(2)
|
$ 10,381,153.75
|
June
2037
|
|||
|
I-10-B
|
(2)
|
$ 10,381,153.75
|
June
2037
|
|||
|
I-11-A
|
(2)
|
$ 9,293,478.75
|
June
2037
|
|||
|
I-11-B
|
(2)
|
$ 9,293,478.75
|
June
2037
|
|||
|
I-12-A
|
(2)
|
$ 8,378,741.25
|
June
2037
|
|||
|
I-12-B
|
(2)
|
$ 8,378,741.25
|
June
2037
|
|||
|
I-13-A
|
(2)
|
$ 7,371,080.00
|
June
2037
|
|||
|
I-13-B
|
(2)
|
$ 7,371,080.00
|
June
2037
|
|||
|
I-14-A
|
(2)
|
$ 4,172,517.50
|
June
2037
|
|||
|
I-14-B
|
(2)
|
$ 4,172,517.50
|
June
2037
|
|||
|
I-15-A
|
(2)
|
$ 3,889,031.25
|
June
2037
|
|||
|
I-15-B
|
(2)
|
$ 3,889,031.25
|
June
2037
|
|||
|
I-16-A
|
(2)
|
$ 3,747,236.25
|
June
2037
|
|||
|
I-16-B
|
(2)
|
$ 3,747,236.25
|
June
2037
|
|||
|
I-17-A
|
(2)
|
$ 3,606,971.25
|
June
2037
|
|||
|
I-17-B
|
(2)
|
$ 3,606,971.25
|
June
2037
|
|||
|
I-18-A
|
(2)
|
$ 3,482,683.75
|
June
2037
|
|||
|
I-18-B
|
(2)
|
$ 3,482,683.75
|
June
2037
|
|||
|
I-19-A
|
(2)
|
$ 3,358,790.00
|
June
2037
|
|||
|
I-19-B
|
(2)
|
$ 3,358,790.00
|
June
2037
|
|||
|
I-20-A
|
(2)
|
$ 3,255,565.00
|
June
2037
|
|||
|
I-20-B
|
(2)
|
$ 3,255,565.00
|
June
2037
|
|||
|
I-21-A
|
(2)
|
$ 3,222,408.75
|
June
2037
|
|||
|
I-21-B
|
(2)
|
$ 3,222,408.75
|
June
2037
|
|||
|
I-22-A
|
(2)
|
$ 3,080,845.00
|
June
2037
|
|||
|
I-22-B
|
(2)
|
$ 3,080,845.00
|
June
2037
|
|||
|
I-23-A
|
(2)
|
$ 2,941,103.75
|
June
2037
|
|||
|
I-23-B
|
(2)
|
$ 2,941,103.75
|
June
2037
|
|||
|
I-49-A
|
(2)
|
$ 2,810,976.25
|
June
2037
|
|||
|
I-49-B
|
(2)
|
$ 2,810,976.25
|
June
2037
|
|||
|
I-25-A
|
(2)
|
$ 556,225.00
|
June
2037
|
|||
|
I-25-B
|
(2)
|
$ 556,225.00
|
June
2037
|
|||
|
I-26-A
|
(2)
|
$ 2,108,245.00
|
June
2037
|
|||
|
I-26-B
|
(2)
|
$ 2,108,245.00
|
June
2037
|
|||
|
I-27-A
|
(2)
|
$ 2,028,091.25
|
June
2037
|
|||
|
I-27-B
|
(2)
|
$ 2,028,091.25
|
June
2037
|
|||
|
I-28-A
|
(2)
|
$ 1,951,191.25
|
June
2037
|
|||
|
I-28-B
|
(2)
|
$ 1,951,191.25
|
June
2037
|
|||
|
I-29-A
|
(2)
|
$ 1,877,348.75
|
June
2037
|
|||
|
I-29-B
|
(2)
|
$ 1,877,348.75
|
June
2037
|
|||
|
I-30-A
|
(2)
|
$ 1,806,437.50
|
June
2037
|
|||
|
I-30-B
|
(2)
|
$ 1,806,437.50
|
June
2037
|
|||
|
I-31-A
|
(2)
|
$ 1,738,338.75
|
June
2037
|
|||
|
I-31-B
|
(2)
|
$ 1,738,338.75
|
June
2037
|
|||
|
I-32-A
|
(2)
|
$ 1,672,930.00
|
June
2037
|
|||
|
I-32-B
|
(2)
|
$ 1,672,930.00
|
June
2037
|
|||
|
I-33-A
|
(2)
|
$ 1,610,068.75
|
June
2037
|
|||
|
I-33-B
|
(2)
|
$ 1,610,068.75
|
June
2037
|
|||
|
I-34-A
|
(2)
|
$ 1,549,731.25
|
June
2037
|
|||
|
I-34-B
|
(2)
|
$ 1,549,731.25
|
June
2037
|
|||
|
I-35-A
|
(2)
|
$ 1,491,768.75
|
June
2037
|
|||
|
I-35-B
|
(2)
|
$ 1,491,768.75
|
June
2037
|
|||
|
I-36-A
|
(2)
|
$ 1,436,086.25
|
June
2037
|
|||
|
I-36-B
|
(2)
|
$ 1,436,086.25
|
June
2037
|
|||
|
I-37-A
|
(2)
|
$ 1,382,606.25
|
June
2037
|
|||
|
I-37-B
|
(2)
|
$ 1,382,606.25
|
June
2037
|
|||
|
I-38-A
|
(2)
|
$ 1,331,230.00
|
June
2037
|
|||
|
I-38-B
|
(2)
|
$ 1,331,230.00
|
June
2037
|
|||
|
I-39-A
|
(2)
|
$ 1,281,820.00
|
June
2037
|
|||
|
I-39-B
|
(2)
|
$ 1,281,820.00
|
June
2037
|
|||
|
I-40-A
|
(2)
|
$ 1,234,361.25
|
June
2037
|
|||
|
I-40-B
|
(2)
|
$ 1,234,361.25
|
June
2037
|
|||
|
I-41-A
|
(2)
|
$ 1,188,906.25
|
June
2037
|
|||
|
I-41-B
|
(2)
|
$ 1,188,906.25
|
June
2037
|
|||
|
I-42-A
|
(2)
|
$ 1,145,133.75
|
June
2037
|
|||
|
I-42-B
|
(2)
|
$ 1,145,133.75
|
June
2037
|
|||
|
I-43-A
|
(2)
|
$ 1,103,048.75
|
June
2037
|
|||
|
I-43-B
|
(2)
|
$ 1,103,048.75
|
June
2037
|
|||
|
I-44-A
|
(2)
|
$ 1,062,582.50
|
June
2037
|
|||
|
I-44-B
|
(2)
|
$ 1,062,582.50
|
June
2037
|
|||
|
I-45-A
|
(2)
|
$ 1,024,337.50
|
June
2037
|
|||
|
I-45-B
|
(2)
|
$ 1,024,337.50
|
June
2037
|
|||
|
I-46-A
|
(2)
|
$ 986,862.50
|
June
2037
|
|||
|
I-46-B
|
(2)
|
$ 986,862.50
|
June
2037
|
|||
|
I-47-A
|
(2)
|
$ 950,812.50
|
June
2037
|
|||
|
I-47-B
|
(2)
|
$ 950,812.50
|
June
2037
|
|||
|
I-48-A
|
(2)
|
$ 916,151.25
|
June
2037
|
|||
|
I-48-B
|
(2)
|
$ 916,151.25
|
June
2037
|
|||
|
I-49-A
|
(2)
|
$ 25,696,247.50
|
June
2037
|
|||
|
I-49-B
|
(2)
|
$ 25,696,247.50
|
June
2037
|
|||
|
P
|
(2)
|
$ 100.00
|
June
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC I Remittance Rate” herein.
|
REMIC
II
As
provided herein, the 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 REMIC II Remittance Rate, the initial Uncertificated Balance
and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
the “latest possible maturity date” for each of the REMIC II Regular Interests
(as defined herein). None of the REMIC II Regular Interests will be
certificated.
|
Designation
|
REMIC
II
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
|
LTAA
|
(2)
|
$ 561,435,444.78
|
June
2037
|
|||
|
LTA1
|
(2)
|
$ 2,332,120.00
|
June
2037
|
|||
|
LTA2
|
(2)
|
$ 1,790,930.00
|
June
2037
|
|||
|
LTA3
|
(2)
|
$ 460,090.00
|
June
2037
|
|||
|
LTM1
|
(2)
|
$ 269,260.00
|
June
2037
|
|||
|
LTM2
|
(2)
|
$ 243,480.00
|
June
2037
|
|||
|
LTM3
|
(2)
|
$ 63,020.00
|
June
2037
|
|||
|
LTM4
|
(2)
|
$ 105,980.00
|
June
2037
|
|||
|
LTM5
|
(2)
|
$ 71,610.00
|
June
2037
|
|||
|
LTM6
|
(2)
|
$ 51,560.00
|
June
2037
|
|||
|
LTM7
|
(2)
|
$ 68,750.00
|
June
2037
|
|||
|
LTM8
|
(2)
|
$ 51,560.00
|
June
2037
|
|||
|
LTM9
|
(2)
|
$ 63,020.00
|
June
2037
|
|||
|
LTM10
|
(2)
|
$ 80,200.00
|
June
2037
|
|||
|
LTM11
|
(2)
|
$ 77,350.00
|
June
2037
|
|||
|
LTZZ
|
(2)
|
$ 5,728,936.22
|
June
0000
|
|||
|
XXX
|
(3)
|
$ 100.00
|
June
2037
|
|||
|
LTIO
|
(2)
|
(4)
|
June
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC II Remittance Rate”
herein.
|
|
(3)
|
REMIC
II Regular Interest LTP will also be entitled to 100% of the Prepayment
Charges.
|
|
(4)
|
REMIC
II Regular Interest LTIO will not have an Uncertificated Balance,
but will
accrue interest on its Uncertificated Notional
Amount.
|
REMIC
III
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC III.” The Class R-III Interest will evidence the sole class of
“residual interests” in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated
Classes of Certificates, the Class CE Interest, the Class IO 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)
|
$ 233,212,000.00
|
June
2037
|
|||
|
Class
A-2
|
Variable(2)
|
$ 179,093,000.00
|
June
2037
|
|||
|
Class
A-3
|
Variable(2)
|
$ 46,009,000.00
|
June
2037
|
|||
|
Class
M-1
|
Variable(2)
|
$ 26,926,000.00
|
June
2037
|
|||
|
Class
M-2
|
Variable(2)
|
$ 24,348,000.00
|
June
2037
|
|||
|
Class
M-3
|
Variable(2)
|
$ 6,302,000.00
|
June
2037
|
|||
|
Class
M-4
|
Variable(2)
|
$ 10,598,000.00
|
June
2037
|
|||
|
Class
M-5
|
Variable(2)
|
$ 7,161,000.00
|
June
2037
|
|||
|
Class
M-6
|
Variable(2)
|
$ 5,156,000.00
|
June
2037
|
|||
|
Class
M-7
|
Variable(2)
|
$ 6,875,000.00
|
June
2037
|
|||
|
Class
M-8
|
Variable(2)
|
$ 5,156,000.00
|
June
2037
|
|||
|
Class
M-9
|
Variable(2)
|
$ 6,302,000.00
|
June
2037
|
|||
|
Class
M-10
|
Variable(2)
|
$ 8,020,000.00
|
June
2037
|
|||
|
Class
M-11
|
Variable(2)
|
$ 7,735,000.00
|
June
2037
|
|||
|
Class
CE Interest
|
Variable(3)
|
$ 311.00
|
June
2037
|
|||
|
Class
P Interest
|
(4)
|
$ 100.00
|
June
2037
|
|||
|
Class
IO Interest
|
(5)
|
June
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
|
(3)
|
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
II Regular Interests (other than REMIC II Regular Interest
LTP). The Class CE Interest will not accrue interest on their
Certificate Principal Balance.
|
|
(4)
|
The
Class P Interest will not accrue interest, but will be entitled
to 100% of the Prepayment Charges.
|
|
(5)
|
The
Class IO Interest will not have a Pass-Through Rate or a Certificate
Principal Balance, but will be entitled to 100% of the amounts distributed
on REMIC II Regular Interest LTIO.
|
REMIC
IV
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class CE Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC
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 Class
of Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
|
Class
CE Certificates
|
Variable(2)
|
$ 311.00
|
June
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class CE Certificates will receive 100% of amounts received in respect
of
the Class CE Interest.
|
REMIC
V
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC
V.” The Class R-V Interest will evidence the sole class of “residual
interests” in REMIC V 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
P Certificates
|
Variable(2)
|
$ 100.00
|
June
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class P Certificates will receive 100% of amounts received in respect
of
the Class P Interest.
|
REMIC
VI
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC
VI.” The Class R-VI Interest will evidence the sole class of
“residual interests” in REMIC VI 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 REMIC
VI Regular Interest, which will be uncertificated.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
|
SWAP
IO
|
Variable(2)
|
N/A
|
June
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
REMIC
VI Regular Interest SWAP IO will receive 100% of amounts received
in
respect of the Class IO Interest.
|
As
of the
Cut-off Date, the Mortgage Loans had an aggregate Stated Principal Balance
equal
to $572,893,411.98.
In
consideration of the mutual agreements herein contained, the Depositor, the
Servicer, the Trust Administrator and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
SECTION
1.01 Defined
Terms.
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the basis of
a
360-day year consisting of twelve 30-day months.
“Adjustable-Rate
Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage
Loan Schedule as having a Mortgage Rate that is subject to
adjustment.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of such Mortgage Loan changes pursuant to
the
related Mortgage Note. The first Adjustment Date following the
Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the
Mortgage Loan Schedule.
“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of
this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, (x) the sum of (i) any Realized Losses allocated to
such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining unpaid
from the previous Distribution Date minus (y) the amount of the increase in
the
Certificate Principal Balance of such Class due to the receipt of Subsequent
Recoveries as provided in Section 4.01.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect the record of sale of
the
Mortgage.
“Assignment
Agreement”: The agreement among the Depositor, the Sponsor and the 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 the
Servicer (or by a Sub-Servicer on its behalf) on or prior to the related
Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans,
Subsequent Recoveries and other unscheduled payments of principal and interest
in respect of the Mortgage Loans or REO Properties received by the Servicer
during the related Prepayment Period, (c) the aggregate of any amounts on
deposit in the Distribution Account representing Compensating Interest Payments
paid by the Servicer in respect of Prepayment Interest Shortfalls relating
to
Principal Prepayments that occurred during the related Prepayment Period, (d)
the aggregate of any P&I Advances made by the Servicer 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 payable or reimbursable to the Servicer,
the Trustee, the Trust Administrator, the Custodian and amounts payable to
the
Interest Rate Swap Provider (other than any Swap Termination Payment owed to
the
Interest Rate Swap Provider resulting from a Swap Provider Trigger Event),
(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 and (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 Servicer or to
be
withdrawn by the Servicer from the Collection Account pursuant to Section
3.18.
“Balloon
Mortgage Loan”: A fixed-rate Mortgage Loan that provides for the
payment of the unamortized Stated Principal Balance of such Mortgage Loan in
a
single payment at the maturity of such fixed-rate Mortgage Loan that is
substantially greater than the preceding monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a
fixed-rate Mortgage Loan in a single payment at the maturity of such fixed-rate
Mortgage Loan that is substantially greater than the preceding Monthly
Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates will be the Floating
Rate Certificates, the Class CE Certificates and the Class P
Certificates.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of New York, the State of Texas,
the
State of South Carolina, 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”: The cap administration agreement between the Sponsor
and the Cap Trustee in the form attached hereto as Exhibit
J.
“Cap
Administrator”: Citibank, N.A.
“Cap
Trust”: A separate trust, the sole asset of which is the Interest Rate Cap
Agreement.
“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 2007-WFHE3, Asset-Backed
Pass-Through Certificates, Series 2007-WFHE3, issued under this
Agreement.
“Certificate
Factor”: With respect to any Class of Certificates as of any Distribution Date,
a fraction, expressed as a decimal carried to six places, the numerator of
which
is the aggregate Certificate Principal Balance (or the Notional Amount, in
the
case of the Class CE Certificates) of such Class of Certificates on such
Distribution Date (after giving effect to any distributions of principal and
allocations of Realized Losses and Extraordinary Trust Fund Expenses in
reduction of the Certificate Principal Balance (or the Notional Amount, in
the
case of the Class CE Certificates) of such Class of Certificates to be made
on
such Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case of the Class
CE Certificates) of such Class of Certificates as of the Closing
Date.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor or the
Servicer or any Affiliate thereof shall be deemed not to be outstanding and
the
Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent has been obtained, except as otherwise provided in
Section 11.01. The Trustee and the Trust Administrator may conclusively rely
upon a certificate of the Depositor or the 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
Margin”: With respect to the Floating Rate Certificates and for purposes of the
Marker Rate and the Maximum LTZZ Uncertificated Interest Deferral Amount, the
specified REMIC II Regular Interest as follows:
|
Class
|
REMIC
II Regular Interest
|
Certificate
Margin
|
||||
|
(1)
|
(2)
|
|||||
|
A-1
|
LTA1
|
0.050%
|
0.100%
|
|||
|
A-2
|
LTA2
|
0.160%
|
0.320%
|
|||
|
A-3
|
LTA3
|
0.250%
|
0.500%
|
|||
|
M-1
|
LTM1
|
0.260%
|
0.390%
|
|||
|
M-2
|
LTM1
|
0.270%
|
0.405%
|
|||
|
M-3
|
LTM3
|
0.280%
|
0.420%
|
|||
|
M-4
|
LTM4
|
0.360%
|
0.540%
|
|||
|
M-5
|
LTM5
|
0.420%
|
0.630%
|
|||
|
M-6
|
LTM6
|
0.700%
|
1.050%
|
|||
|
M-7
|
LTM7
|
1.600%
|
2.400%
|
|||
|
M-8
|
LTM8
|
2.000%
|
3.000%
|
|||
|
M-9
|
LTM9
|
2.500%
|
3.750%
|
|||
|
M-10
|
LTM10
|
2.500%
|
3.750%
|
|||
|
M-11
|
LTM11
|
2.500%
|
3.750%
|
|||
__________
(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.
“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 Floating Rate Certificate or Class P
Certificate as of any date of determination, the Certificate Principal Balance
of such Certificate on the Distribution Date immediately prior to such date
of
determination plus any Subsequent Recoveries added to the Certificate Principal
Balance of such Certificate pursuant to Section 4.01, minus all distributions
allocable to principal made thereon and, in the case of the Mezzanine
Certificates, Realized Losses allocated thereto on such immediately prior
Distribution Date (or, in the case of any date of determination up to and
including the first Distribution Date, the initial Certificate Principal Balance
of such Certificate, as stated on the face thereof). With respect to
the Class CE Certificates as of any date of determination, an amount equal
to
the Percentage Interest evidenced by such Certificate times the excess, if
any,
of (A) the then aggregate Uncertificated Balance of the REMIC II Regular
Interests over (B) the then aggregate Certificate Principal Balance of the
Floating Rate 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 (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A-2 Certificates”: Any one of the Class A-2 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-2 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A-3 Certificates”: Any one of the Class A-3 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-3 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A
Certificates”: Collectively, the Class A-1 Certificates, the Class A-2
Certificates and the Class A-3 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-15 and evidencing (1) a Regular Interest in REMIC IV, (2)
beneficial ownership of the Reserve Fund and (3) beneficial ownership of the
Supplemental Interest Trust.
“Class
CE
Interest”: An uncertificated interest in the Trust Fund held by the
Trustee on behalf of the Holders of the Class CE Certificates, evidencing a
Regular Interest in REMIC III 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-4 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“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) 65.60% and (ii) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
(i) 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 (ii) 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-5 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“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) 74.10% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
(i) 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 (ii) 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-6 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“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) 76.30% 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
(i) 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 (ii) 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-7 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“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) 80.00% 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
(i) 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 (ii) 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-8 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“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) 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
(i) 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 (ii) 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-9 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“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) 84.30% 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
(i) 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 (ii) 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-10 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“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) 86.70% 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
(i) 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 (ii) 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-11 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“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) 88.50% 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
(i) 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 (ii) 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-12 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“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) 90.70% 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
(i) 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 (ii) 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-13 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“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) 93.50% 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
(i) 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 (ii) 0.50% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.
“Class
M-11 Certificate”: Any one of the Class M-11 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-14 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
M-11 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates 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), (xi) the Certificate Principal Balance of the Class M-10
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-10 Principal Distribution Amount on
such
Distribution Date) and (xii) the Certificate Principal Balance of the Class
M-11
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 96.20% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
(i) 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 (ii) 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-16 and evidencing a Regular Interest in REMIC V for purposes of
the
REMIC Provisions.
“Class
P
Interest”: An uncertificated interest in the Trust Fund held by the
Trustee on behalf of the Holders of the Class P Certificates, evidencing a
Regular Interest in REMIC III 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-17 and evidencing the ownership of the Class R-I Interest, the
Class R-II Interest and the Class R-III 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-18 and evidencing the ownership of the Class R-IV Interest,
the Class R-V Interest and the Class R-VI Interest.
“Class
R-I Interest”: The uncertificated Residual Interest in REMIC I.
“Class
R-II Interest”: The uncertificated Residual Interest in REMIC II.
“Class
R-III Interest”: The uncertificated Residual Interest in REMIC III.
“Class
R-IV Interest”: The uncertificated Residual Interest in REMIC IV.
“Class
R-V Interest”: The uncertificated Residual Interest in REMIC V.
“Class
R-VI Interest”: The uncertificated Residual Interest in REMIC VI.
“Closing
Date”: June 25, 2007.
“Code”: The
Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained by the Servicer
pursuant to Section 3.10(a), which shall be entitled “Xxxxx Fargo Bank, N.A.,
as servicer for U.S. Bank National Association, as Trustee, in trust
for the registered holders of Citigroup Mortgage Loan Trust 2007-WFHE3,
Asset-Backed Pass-Through Certificates, Series 2007-WFHE3,” and which 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 received in the related Due
Period.
“Corresponding
Certificate”: With respect to each REMIC II Regular Interest, the Class of
Regular Certificates listed below:
|
REMIC
II Regular Interest
|
Class
|
|
|
LTA1
|
Class
A-1
|
|
|
LTA2
|
Class
A-2
|
|
|
LTA3
|
Class
A-3
|
|
|
LTM1
|
Class
M-1
|
|
|
LTM2
|
Class
M-2
|
|
|
LTM3
|
Class
M-3
|
|
|
LTM4
|
Class
M-4
|
|
|
LTM5
|
Class
M-5
|
|
|
LTM6
|
Class
M-6
|
|
|
LTM7
|
Class
M-7
|
|
|
LTM8
|
Class
M-8
|
|
|
LTM9
|
Class
M-9
|
|
|
LTM10
|
Class
M-10
|
|
|
LTM11
|
Class
M-11
|
|
|
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, the
Servicer and the Trustee and, with respect to the Trustee, at the date of the
execution of this instrument is located at Xxx Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Structured Finance/CMLTI 2007-WFHE3, or such
other address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Servicer and the Trust
Administrator.
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., a Colorado
corporation, and its successors and assigns.
“Credit
Risk Management Agreement”: The agreement, dated as of the Closing
Date, between the Credit Risk Manager and the 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; provided, however, the aggregate fee
paid to the Credit Risk Manager shall not be less than $2,500 on any
Distribution Date.
“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 Xxxxx Fargo
Bank, National Association. The Custodian may be the Trustee, any
Affiliate of the Trustee or an independent entity.
“Custodial
Agreement”: An agreement pursuant to which the Custodian performs
custodial duties with respect to the Mortgage Files. With respect to
the related initial Custodian, the applicable agreement pursuant to which the
related initial Custodian performs its custodial duties with respect to the
Mortgage Files.
“Cut-off
Date”: With respect to each Original Mortgage Loan, June 1, 2007. With respect
to all Qualified Substitute Mortgage Loans, their respective dates of
substitution. References herein to the “Cut-off Date,” when used with respect to
more than one Mortgage Loan, shall be to the respective Cut-off Dates for such
Mortgage Loans.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: As of the last day of the related Due Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate Stated
Principal Balance of the Mortgage Loans that, as of the last day of the previous
calendar month, are 60 or more days delinquent, are in foreclosure, have been
converted to REO Properties or in bankruptcy (and delinquent 60 days or more),
and the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties as of the last day of the previous calendar
month.
“Depositor”:
Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor
in
interest.
“Depository”:
The Depository Trust Company, or any successor Depository hereafter named.
The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is CEDE & Co. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Exchange
Act.
“Depository
Institution”: Any depository institution or trust company, including the Trustee
and the Trust Administrator, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision
and
examination by federal or state banking authorities and (c) has, or is a
subsidiary of a holding company that has, an outstanding unsecured commercial
paper or other short-term unsecured debt obligations that are rated in the
highest rating category (P-1 by Xxxxx’x, R-1 by DBRS and A-1 by S&P) by the
Rating Agencies (or a comparable rating if S&P, Xxxxx’x and DBRS are not the
Rating Agencies).
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to each Distribution Date, the 15th day of
the
calendar month in which such Distribution Date occurs or, if such 15th day is
not a
Business Day, the Business Day immediately preceding such 15th day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by REMIC I, other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the 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 2007-WFHE3,
Asset-Backed Pass-Through Certificates, Series 2007-WFHE3.” 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
July 2007.
“DOL”:
The United States Department of Labor or any successor in interest.
“DOL
Regulations”: The regulations promulgated by the DOL at 29
C.F.R.ss.2510.3-101.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an
account or accounts maintained with a Depository Institution; provided, that
following a downgrade, withdrawal, or suspension of any such Depository
Institution’s rating below A-2 by S&P, such account shall promptly (and in
any case within not more than 30 calendar days) be moved to one or more
segregated trust accounts in the trust department of such institution, or to
an
account at another institution that complies with the above requirements, (ii)
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 (iii) 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. Notwithstanding Section 11.01, this Agreement may be
amended to reduce the rating requirements in clause (i) above, without the
consent of any of the Certificateholders, provided that the Person requesting
such amendment obtains a letter from each Rating Agency stating that such
amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Certificates.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Estate
in Real Property”: A fee simple estate in a parcel of land.
“Estimated
Swap Termination Payment”: As defined in the Interest Rate Swap
Agreement.
“Excess
Overcollateralized Amount”: With respect to the Floating Rate
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 the Servicer the Depositor, or
the Credit Risk Manager 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 the 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
Originator, the Sponsor, the Depositor or the Servicer pursuant to or as
contemplated by Section 2.03 or Section 9.01), a determination made by the
Servicer that all Liquidation Proceeds have been recovered. The Servicer shall
maintain records of each Final Recovery Determination made thereby.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
the related amount set forth in the Interest Rate Swap Agreement.
“Floating
Rate Certificates”: The Class A Certificates and the Mezzanine
Certificates.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Swap Notional Amount (as defined
in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the
numerator of which is the actual number of days elapsed from and including
the
previous Floating Rate Payer Payment Date (as defined in the Interest Rate
Swap
Agreement) to but excluding the current Floating Rate Payer Payment (or, for
the
first Floating Rate Payer Payment Date, the actual number of days elapsed from
the Closing Date to but excluding the first Floating Rate Payer Payment Date),
and the denominator of which is 360.
“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 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.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine
Certificates then outstanding with a Certificate Principal Balance greater
than
zero, with the highest priority for payments pursuant to Section 4.01, in the
following order: Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
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 Servicer and their respective Affiliates,
(b) does not have any direct financial interest in or any material indirect
financial interest in the Depositor, the Servicer or any Affiliate thereof,
and
(c) is not connected with the Depositor, the Servicer or any Affiliate thereof
as an officer, employee, promoter, underwriter, trustee, partner, director
or
Person performing similar functions; provided, however, that a Person shall
not
fail to be Independent of the Depositor, the Servicer or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class
of
securities issued by the Depositor or the Servicer or any Affiliate thereof,
as
the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any REMIC within the meaning of Section
856(d)(3) of the Code if any REMIC were a real estate investment trust (except
that the ownership tests set forth in that section shall be considered to be
met
by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates), so long as any REMIC does not receive or derive any income from
such Person and provided that the relationship between such Person and any
REMIC
is at arm’s length, all within the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other Person (including the Servicer) 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 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 immediately 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 Floating
Rate 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 LTZZ Uncertificated
Interest Deferral Amount, REMIC II Regular Interest LTA1, REMIC II Regular
Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTM1,
REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular
Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6,
REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular
Interest LTM9, REMIC II Regular Interest LTM10 and REMIC II Regular Interest
LTM11, 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.
“Interest
Rate Cap Agreement”: The interest rate cap agreement, dated the
Closing Date between the Cap Trustee and the Interest Rate Cap Provider,
including any schedule, confirmations, credit support annex or other credit
support document relating thereto, and attached hereto as Exhibit
I.
“Interest
Rate Cap Credit Support Annex”: The credit support annex, dated the
Closing Date, between the Cap Trustee and the Interest Rate Cap Provider, which
is annexed to and forms part of the Interest Rate Cap Agreement.
“Interest
Rate Cap Provider”: The interest rate cap provider under the Interest Rate Cap
Agreement. Initially, the Interest Rate Cap Provider shall be Swiss
Re Financial Products Corporation.
“Interest
Rate Swap Agreement”: The interest rate swap agreement, dated the
Closing Date between the Supplemental Interest Trust Trustee and the Interest
Rate Swap Provider, including any schedule, confirmations, credit support annex
or other credit support document relating thereto, and attached hereto as
Exhibit K.
“Interest
Rate Swap Provider”: The interest rate swap provider under the
Interest Rate Swap Agreement. Initially, the Interest Rate Swap
Provider shall be Swiss Re Financial Products Corporation.
“Interest
Remittance Amount”: For any Distribution Date, that portion of the Available
Distribution Amount for the related Distribution Date that represents interest
received or advanced on the Mortgage Loans and Compensating Interest Payments
on
the Mortgage Loans (net of Servicing Fees and Credit Risk Manager
Fees).
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any Due Period, whether as
late
payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds,
Subsequent Recoveries or otherwise, which represent late payments or collections
of principal and/or interest due (without regard to any acceleration of payments
under the related Mortgage and Mortgage Note) but delinquent for such Due Period
and not previously recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to
such Mortgage Loan; or (iii) such Mortgage Loan is removed from any REMIC by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03 or Section 9.01. With respect to any REO Property, either of
the
following events: (i) a Final Recovery Determination is made as to such REO
Property; or (ii) such REO Property is removed from REMIC I by reason of its
being purchased pursuant to Section 9.01.
“Liquidation
Proceeds”: The amount (including any Insurance Proceeds or amounts received in
respect of the rental of any REO Property prior to REO Disposition) received
by
the Servicer in connection with (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or condemnation, (ii) the
liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure
sale or otherwise, or (iii) the repurchase, substitution or sale of a Mortgage
Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section
3.23 or Section 9.01.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the related
Mortgage Loan at such date and the denominator of which is the Value of the
related Mortgaged Property.
“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 II
Remittance Rate for REMIC II Regular Interest LTA1, REMIC II Regular Interest
LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTM1, REMIC
II
Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest
LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC
II
Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest
LTM9, REMIC II Regular Interest LTM10, REMIC II Regular Interest LTM11 and
REMIC
II Regular Interest LTZZ, with the rate on each such REMIC II Regular Interest
(other than REMIC II Regular Interest 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 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 II Regular Interest 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”: The Amended and Restated Master Mortgage Loan Purchase
Agreement between Xxxxx Fargo Bank, N.A., as seller and the Sponsor, as
purchaser, dated as of March 1, 2006, as amended by the First Amendment to
the
Amended and Restated Master Mortgage Loan Purchase Agreement, dated October
26,
2006.
“Maximum
Cap Rate”: For any Distribution Date, a per annum rate equal to
the product of (1) a per annum rate equal to the excess, if any, of (a) the
weighted average of the Expense Adjusted Maximum Mortgage Rates of the Mortgage
Loans, weighted on the basis of the outstanding Stated Principal Balances of
the
Mortgage Loans as of the first day of the related Due Period (adjusted to
reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes such first day) over (b) the Swap Expense Fee Rate for
such
Distribution Date and (2) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related
Interest Accrual Period.
“Maximum
LTZZ Uncertificated Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the REMIC II Remittance
Rate applicable to REMIC II Regular Interest LTZZ for such Distribution Date
on
a balance equal to the Uncertificated Balance of REMIC II Regular Interest
LTZZ
minus the REMIC II Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Interest on REMIC II Regular Interest LTA1,
REMIC
II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular
Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3,
REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular
Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8,
REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10 and REMIC II
Regular Interest LTM11 for such Distribution Date, with the rate on each such
REMIC II 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 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, the Class
M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the
Class M-8 Certificates, the Class M-9 Certificates, the Class M-10 Certificates
and the Class M-11 Certificates.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS System.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“MOM
Loan”: With respect to any Mortgage Loans registered with MERS on the MERS®
System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee
for the originator of such Mortgage Loan and its successors and assigns, at
the
origination thereof.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined: (a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the 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 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, 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 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
Swap
Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of
payments made by the Interest Rate Swap Provider, the excess, if any, of (x)
the
Floating Swap Payment over (y) the Fixed Swap Payment. In each case,
the Net Swap Payment shall not be less than zero.
“Net
WAC
Pass-Through Rate”: For any Distribution Date, a per annum rate
equal to the product of (1) a per annum rate equal to the excess, if any, of
(a)
the weighted average of the Expense Adjusted Mortgage Rates of the Mortgage
Loans, weighted on the basis of the outstanding Stated Principal Balances of
the
Mortgage Loans as of the first day of the related Due Period (adjusted to
reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes such first day) over (b) the Swap Expense Fee Rate for
such
Distribution Date and (2) 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
equivalent of the foregoing shall be expressed as the weighted average of the
REMIC II Remittance Rate on the REMIC II Regular Interests, weighted on the
basis of the Uncertificated Balance of each such REMIC II Regular
Interest.
“Net
WAC
Rate Carryover Reserve Account”: The Net WAC Rate Carryover Reserve
Account established and maintained pursuant to Section 4.06.
“Net
WAC
Rate Carryover Amount”: With respect to any Distribution Date and any
Class of Floating Rate Certificates, the sum of (A) the positive excess, if
any,
of (i) the amount of interest that would have accrued on such Class of
Certificates for such Distribution Date if the Pass-Through Rate for such Class
of Certificates for such Distribution Date were calculated at the related
Formula Rate over (ii) the amount of interest accrued on such Class of
Certificates at the Net WAC Pass-Through Rate for such Distribution Date and
(B)
the related Net WAC Rate Carryover Amount for the previous Distribution Date
not
previously distributed together with interest accrued on such unpaid amount
for
the most recently ended Interest Accrual Period at the Formula Rate for such
Class of Certificates and such Distribution Date.
“New
Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
to
renegotiate the terms of such lease.
“Nonrecoverable
Advance”: Any P&I Advance or Servicing Advance previously made or proposed
to be made in respect of a Mortgage Loan or REO Property that, in the good
faith
business judgment of the Servicer 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 II Regular Interests
(other than REMIC II Regular Interest LTP) for such Distribution
Date.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Servicer, the Sponsor or the Depositor, as
applicable.
“One-Month
LIBOR”: For purposes of the Marker Rate and Maximum LTZZ
Uncertificated Interest Deferral Amount, REMIC II Remittance Rate for REMIC
II
Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest
LTA3, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC
II
Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest
LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC
II
Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest
LTM10 and REMIC II Regular Interest LTM11, 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 Reuters Screen LIBOR01 Page, 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 Reuters Screen LIBOR01 Page, the rate for such date will be determined on
the
basis of the offered rates of the Reference Banks for one-month U.S. dollar
deposits, as of 11:00 a.m. (London time) on such Interest Determination
Date. In such event, the Trust Administrator will request the
principal London office of each of the Reference Banks to provide a quotation
of
its rate. If on such Interest Determination Date, two or more
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the arithmetic mean of such offered quotations
(rounded upwards if necessary to the nearest whole multiple of
1/16%). If on such Interest Determination Date, fewer than two
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the higher of (i) LIBOR as determined on the
previous Interest Determination Date and (ii) the Reserve Interest
Rate. Notwithstanding the foregoing, if, under the priorities
described above, LIBOR for an Interest Determination Date would be based on
LIBOR for the previous Interest Determination Date for the third consecutive
Interest Determination Date, the Trust Administrator, after consultation with
the Depositor, shall select an alternative comparable index (over which the
Trust Administrator has no control), used for determining one-month Eurodollar
lending rates that is calculated and published (or otherwise made available)
by
an independent party.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, the Servicer or the Trust Administrator
acceptable to the Trustee, if such opinion is delivered to the Trustee, or
reasonably acceptable to the Trust Administrator, if such opinion is delivered
to the Trust Administrator, except that any opinion of counsel relating to
(a)
the qualification of any Trust REMIC as a REMIC or (b) compliance with the
REMIC
Provisions must be an opinion of Independent counsel.
“Optional
Termination Date”: The Distribution Date following the Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Loans and each
REO
Property remaining in the Trust Fund is less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
“Original
Mortgage Loan”: Any Mortgage Loans included in the Trust Fund as of the Closing
Date.
“Originator”: Xxxxx
Fargo Bank, N.A., a national banking association.
“OTS
Method”: As defined in Section 4.02 hereof.
“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 Interest Rate Cap Agreement or Net Swap Payments
received under the Interest Rate Swap Agreement 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 1.90% 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)
3.80% of the then current aggregate outstanding Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period and (y) 0.50% of
the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date,
or (iii) on or after the Stepdown Date and if a Trigger Event is in effect,
the
Overcollateralization Target Amount for the immediately preceding Distribution
Date. Notwithstanding the foregoing, on and after any Distribution Date
following the reduction of the aggregate Certificate Principal Balance of the
Floating Rate Certificates to zero, the Overcollateralization Target Amount
shall be zero.
“Overcollateralized
Amount”: With respect to any Distribution Date, the excess, if any,
of (a) the aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties as of the last day of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over (b) the sum of the aggregate Certificate
Principal Balance of the Floating Rate Certificates 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 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 II Regular Interest LTP and (ii)
interest on the Uncertificated Principal Balance of each REMIC II Regular
Interest listed in clause (y) below at a rate equal to the related REMIC II
Remittance Rate minus the Marker Rate and the denominator of which is (y) the
aggregate Uncertificated Balance of REMIC II Regular Interest LTAA, REMIC II
Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest
LTA3, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC
II
Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest
LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC
II
Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest
LTM10, REMIC II Regular Interest LTM11 and REMIC II Regular Interest
LTZZ.
With
respect to the Class CE Certificates, 100% of the interest distributable to
the
Class CE Interest, expressed as a per annum rate.
The
Class
IO Interest shall not have a Pass-Through Rate, but interest for such Regular
Interest and each Distribution Date shall be an amount equal to 100% of the
amounts distributable to REMIC II Regular Interest LTIO.
The
REMIC
VI Regular Interest SWAP IO Interest shall not have a Pass-Through Rate, but
interest for such Regular Interest and each Distribution Date shall be an amount
equal to 100% of the amounts distributable to the Class IO Interest for such
Distribution Date.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not accrue
interest and therefore will not have a Pass-Through 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 Floating Rate 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, the 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 Moody’s and “AAA” by DBRS; and
(vii) if
previously confirmed in writing to the Servicer, the Trustee and the Trust
Administrator, any other demand, money market or time deposit, or any other
obligation, security or investment, as may be acceptable to the Rating Agencies
as a permitted investment of funds backing securities having ratings equivalent
to its highest initial rating of the Class A Certificates;
provided,
however, that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
Organization or Non-United States Person.
“Person”:
Any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“P&I
Advance”: As to any Mortgage Loan or REO Property, any advance made by the
Servicer in respect of any Distribution Date pursuant to Section
4.03.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Prepayment Period, any prepayment premium, penalty
or charge payable by a Mortgagor in connection with any Principal Prepayment
on
a Mortgage Loan pursuant to the terms of the related Mortgage Note (other than
any Servicer Prepayment Charge Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges
included in the Trust Fund on such date, attached hereto as Schedule 2
(including the prepayment charge summary attached thereto). The
Prepayment Charge Schedule shall set forth the following information with
respect to each Prepayment Charge:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating the type of Prepayment Charge;
(iii) the
date
on which the first Monthly Payment was due on the related Mortgage
Loan;
(iv) the
term
of the related Prepayment Charge;
(v) the
original Stated Principal Balance of the related Mortgage Loan; and
(vi) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was during the related Prepayment Period the subject of a Principal
Prepayment in full or in part, an amount equal to interest at the applicable
Mortgage Loan Remittance Rate on the amount of such Principal Prepayment for
the
number of days commencing on the date on which the prepayment is applied and
ending on the last day of the calendar month preceding the calendar month in
which such Distribution Date occurs. The obligations of the Servicer in respect
of any Prepayment Interest Shortfall are set forth in Section 3.24.
“Prepayment
Period”: With respect to each Distribution Date, the calendar month immediately
preceding the month in which such Distribution Date occurs.
“Prime
Rate”: The lesser of (i) the per annum rate of interest, publicly announced from
time to time by Chase Manhattan Bank at its principal office in the City of
New
York, as its prime or base lending rate (any change in such rate of interest
to
be effective on the date such change is announced by Chase Manhattan Bank)
and
(ii) the maximum rate permissible under applicable usury or similar laws
limiting interest rates.
“Principal
Distribution Amount”: With respect to any Distribution Date, the sum of (i) the
principal portion of each Monthly Payment due on the Mortgage Loans during
the
related Due Period, whether or not received on or prior to the related
Determination Date; (ii) the Stated Principal Balance of any Mortgage Loan
that
was purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03 or Section 9.01 and the amount of any shortfall
deposited in the Collection Account in connection with the substitution of
a
Deleted Mortgage Loan pursuant to Section 2.03 during the related Prepayment
Period; (iii) the principal portion of all other unscheduled collections
(including, without limitation, Principal Prepayments, Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization)
received during the related Prepayment Period, net of any portion thereof that
represents a recovery of principal for which an Advance was made by the Servicer
pursuant to Section 4.03 in respect of a preceding Distribution Date and (iv)
any Overcollateralization Increase Amount for such Distribution Date minus
(v)
any Overcollateralization Reduction Amount for such Distribution
Date. In no event will the Principal Distribution Amount with respect
to any Distribution Date be (x) less than zero or (y) greater than the then
outstanding aggregate Certificate Principal Balance of the Floating Rate
Certificates.
“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”: 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 Principal Distribution Amount.
“Private
Certificates”: Any of the Class M-11, Class CE, Class P or Residual
Certificates.
“Prospectus
Supplement”: The Prospectus Supplement, dated June 21, 2007, relating to the
public offering of the Floating Rate Certificates (other than the Class M-11
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 the Servicer, which payment or advance had as of the date of
purchase been distributed pursuant to Section 4.01, through the end of the
calendar month in which the purchase is to be effected, and (y) an REO Property,
the sum of (1) accrued interest on such Stated Principal Balance at the
applicable Mortgage Loan Remittance Rate in effect from time to time from the
Due Date as to which interest was last covered by a payment by the Mortgagor
or
an advance by the Servicer through the end of the calendar month immediately
preceding the calendar month in which such REO Property was acquired, plus
(2)
REO Imputed Interest for such REO Property for each calendar month commencing
with the calendar month in which such REO Property was acquired and ending
with
the calendar month in which such purchase is to be effected, minus the total
of
all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I
Advances that as of the date of purchase had been distributed as or to cover
REO
Imputed Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing
Advances and P&I Advances and any unpaid Servicing Fees 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 Originator pursuant to or as
contemplated by Section 2.03 or Section 9.01, and as confirmed by an Officers’
Certificate from the 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) [reserved], (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, (vi) 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 (vii) conform to each representation and warranty set forth
in
the Assignment Agreement applicable to the Deleted Mortgage Loan. In the event
that one or more mortgage loans are substituted for one or more Deleted Mortgage
Loans, the amounts described in clause (i) hereof shall be determined on the
basis of aggregate principal balances, the Mortgage Rates described in clause
(ii) hereof shall be determined on the basis of weighted average Mortgage Rates,
the terms described in clause (viii) shall be determined on the basis of
weighted average remaining terms to maturity, the Loan-to-Value Ratios described
in clause (iv) hereof shall be satisfied as to each such mortgage loan and,
except to the extent otherwise provided in this sentence, the representations
and warranties described in clause (vi) hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case may
be. With respect to the 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 and Moody’s 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 Servicer.
“Realized
Loss”: With respect to each Mortgage Loan as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of such Mortgage Loan as of the commencement of the
calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest
was
then accruing on such Mortgage Loan and (B) on a principal amount equal to
the
Stated Principal Balance of such Mortgage Loan as of the close of business
on
the Distribution Date during such calendar month, plus (iii) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan prior to the date
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Servicer with respect to such Mortgage Loan pursuant to Section
3.11(a)(iii).
With
respect to any REO Property as to which a Final Recovery Determination has
been
made an amount (not less than zero) equal to (i) the unpaid principal balance
of
the related Mortgage Loan as of the date of acquisition of such REO Property
on
behalf of any REMIC, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as
of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month that occurs during the Prepayment Period in
which
such Final Recovery Determination was made, plus (iv) any amounts previously
withdrawn from the Collection Account in respect of the related Mortgage Loan
pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate
of
all Servicing Advances made by the Servicer in respect of such REO Property
or
the related Mortgage Loan (without duplication of amounts netted out of the
rental income, Insurance Proceeds and Liquidation Proceeds described in clause
(vi) below) and any unpaid Servicing Fees for which the Servicer has been or,
in
connection with such Final Recovery Determination, will be reimbursed pursuant
to Section 3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds
and Liquidation Proceeds received in respect of such REO Property, minus (vi)
the total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, will be transferred to the Distribution
Account pursuant to Section 3.23.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
“Record
Date”: With respect to each Distribution Date and any Floating Rate Certificate
so long as such Floating Rate Certificate is a Book-Entry Certificate, the
Business Day immediately preceding such Distribution Date. With respect to
each
Distribution Date and any 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 Floating Rate 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 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 Reserve Fund, the Interest Rate Cap Agreement,
the Cap Account, the Cap Administration Agreement, the Interest Rate Swap
Agreement, the Swap Account, the Supplemental Interest Trust and Servicer
Prepayment Charge Payment Amounts.
“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, 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.
“REMIC
I
Remittance Rate”: With respect to REMIC I Regular Interest I, a per annum rate
equal to the weighted average of the Expense Adjusted Mortgage Rate of the
Mortgage Loans. With respect to each REMIC I Regular Interest ending with the
designation “A”, a per annum rate equal to the weighted average of the Expense
Adjusted Mortgage Rate of the Mortgage Loans multiplied by 2, subject to a
maximum rate of 10.676%. With respect to each REMIC I Regular Interest ending
with the designation “B”, the greater of (x) a per annum rate equal to the
excess, if any, of (i) 2 multiplied by the weighted average of the Expense
Adjusted Mortgage Rate of the Mortgage Loans over (ii) 10.676% and (y)
0.00%.
“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
REMIC
II Regular Interests pursuant to Article II hereunder, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
“REMIC
II
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 II
Remittance Rate for REMIC II Regular Interest LTAA minus the Marker Rate,
divided by (b) 12.
“REMIC
II
Overcollateralized Amount”: With respect to any date of determination, (i) 1.00%
of the aggregate Uncertificated Balance of the REMIC II Regular Interests (other
than REMIC II Regular Interest LTP) minus (ii) the aggregate Uncertificated
Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2,
REMIC
II Regular Interest LTA3, REMIC II Regular Interest LTM1, REMIC II Regular
Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4,
REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular
Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9,
REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTM11, in each
case as of such date of determination.
“REMIC
II
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) 50% of the aggregate Stated Principal Balance
of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus
a
fraction, the numerator of which is two times the aggregate Uncertificated
Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2,
REMIC
II Regular Interest LTA3, REMIC II Regular Interest LTM1, REMIC II Regular
Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4,
REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular
Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9,
REMIC II Regular Interest LTM10 and the denominator of
which is the aggregate Uncertificated Balance of REMIC II Regular
Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3,
REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular
Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5,
REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular
Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10,
REMIC II Regular Interest LTM11 and REMIC II Regular Interest LTZZ.
“REMIC
II
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC II issued hereunder and designated as a “regular interest” in
REMIC I. Each REMIC II Regular Interest shall accrue interest at the
related REMIC II 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 II Regular Interests are set forth
in
the Preliminary Statement hereto.
“REMIC
II
Remittance Rate”: With respect to REMIC II Regular Interest LTAA,
REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular
Interest LTA3, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular
Interest LTM10, REMIC II Regular Interest LTM11, REMIC II Regular Interest
LTZZ,
REMIC II Regular Interest LTP, a per annum rate (but not less than zero) equal
to the weighted average of: (x) with respect to REMIC I Regular Interest I,
the
REMIC I Remittance Rate for such REMIC I Regular Interest for each such
Distribution Date, (y) with respect to each REMIC I Regular Interest ending
with
the designation “B”, the weighted average of the REMIC I Remittance Rates for
such REMIC I Regular Interests, weighted on the basis of the Uncertificated
Balances of such REMIC I Regular Interests for each such Distribution Date
and
(z) with respect to REMIC I Regular Interests ending with the designation “A”,
for each Distribution Date listed below, the weighted average of the rates
listed below for each such REMIC I Regular Interest listed below, weighted
on
the basis of the Uncertificated Balances of each such REMIC I Regular Interest
for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
||
|
1
|
I-1-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
2
|
I-2-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
|
REMIC
I Remittance Rate
|
|||
|
3
|
I-3-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
and I-2-A
|
REMIC
I Remittance Rate
|
|||
|
4
|
I-4-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-3-A
|
REMIC
I Remittance Rate
|
|||
|
5
|
I-5-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-4-A
|
REMIC
I Remittance Rate
|
|||
|
6
|
I-6-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-5-A
|
REMIC
I Remittance Rate
|
|||
|
7
|
I-7-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-6-A
|
REMIC
I Remittance Rate
|
|||
|
8
|
I-8-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-7-A
|
REMIC
I Remittance Rate
|
|||
|
9
|
I-9-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-8-A
|
REMIC
I Remittance Rate
|
|||
|
10
|
I-10-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-9-A
|
REMIC
I Remittance Rate
|
|||
|
11
|
I-11-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-10-A
|
REMIC
I Remittance Rate
|
|||
|
12
|
I-12-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-11-A
|
REMIC
I Remittance Rate
|
|||
|
13
|
I-13-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-12-A
|
REMIC
I Remittance Rate
|
|||
|
14
|
I-14-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-13-A
|
REMIC
I Remittance Rate
|
|||
|
15
|
I-15-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-14-A
|
REMIC
I Remittance Rate
|
|||
|
16
|
I-16-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-15-A
|
REMIC
I Remittance Rate
|
|||
|
17
|
I-17-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-16-A
|
REMIC
I Remittance Rate
|
|||
|
18
|
I-18-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-17-A
|
REMIC
I Remittance Rate
|
|||
|
19
|
I-19-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-18-A
|
REMIC
I Remittance Rate
|
|||
|
20
|
I-20-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-19-A
|
REMIC
I Remittance Rate
|
|||
|
21
|
I-21-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-20-A
|
REMIC
I Remittance Rate
|
|||
|
22
|
I-22-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-21-A
|
REMIC
I Remittance Rate
|
|||
|
23
|
I-23-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-22-A
|
REMIC
I Remittance Rate
|
|||
|
24
through 26
|
I-24-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-23-A
|
REMIC
I Remittance Rate
|
|||
|
27
|
I-25-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-24-A
|
REMIC
I Remittance Rate
|
|||
|
28
|
I-26-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-25-A
|
REMIC
I Remittance Rate
|
|||
|
29
|
I-27-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-26-A
|
REMIC
I Remittance Rate
|
|||
|
30
|
I-28-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-27-A
|
REMIC
I Remittance Rate
|
|||
|
31
|
I-29-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-28-A
|
REMIC
I Remittance Rate
|
|||
|
32
|
I-30-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-29-A
|
REMIC
I Remittance Rate
|
|||
|
33
|
I-31-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-30-A
|
REMIC
I Remittance Rate
|
|||
|
34
|
I-32-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-31-A
|
REMIC
I Remittance Rate
|
|||
|
35
|
I-33-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-32-A
|
REMIC
I Remittance Rate
|
|||
|
36
|
I-34-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-33-A
|
REMIC
I Remittance Rate
|
|||
|
37
|
I-35-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-34-A
|
REMIC
I Remittance Rate
|
|||
|
38
|
I-36-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-35-A
|
REMIC
I Remittance Rate
|
|||
|
39
|
I-37-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-36-A
|
REMIC
I Remittance Rate
|
|||
|
40
|
I-38-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-37-A
|
REMIC
I Remittance Rate
|
|||
|
41
|
I-39-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-38-A
|
REMIC
I Remittance Rate
|
|||
|
42
|
I-40-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-39-A
|
REMIC
I Remittance Rate
|
|||
|
43
|
I-41-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-40-A
|
REMIC
I Remittance Rate
|
|||
|
44
|
I-42-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-41-A
|
REMIC
I Remittance Rate
|
|||
|
45
|
I-43-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-42-A
|
REMIC
I Remittance Rate
|
|||
|
46
|
I-44-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-43-A
|
REMIC
I Remittance Rate
|
|||
|
47
|
I-45-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-44-A
|
REMIC
I Remittance Rate
|
|||
|
48
|
I-46-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-45-A
|
REMIC
I Remittance Rate
|
|||
|
49
|
I-47-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-46-A
|
REMIC
I Remittance Rate
|
|||
|
50
|
I-48-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-47-A
|
REMIC
I Remittance Rate
|
|||
|
51
|
I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
||
|
I-1-A
through I-48-A
|
REMIC
I Remittance Rate
|
|||
|
thereafter
|
I-1-A
through I-49-A
|
REMIC
I Remittance Rate
|
With
respect to REMIC II Regular Interest LTIO, and (i) the first Distribution Date
through the 51st Distribution
Date,
the excess of (x) the weighted average of the REMIC I Remittance Rates for
REMIC
I Regular Interests ending with the designation “A”, over (y) 2 multiplied by
Swap LIBOR and (ii) thereafter, 0.00%.
“REMIC
II
Required Overcollateralized Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC
III”: The segregated pool of assets consisting of all of the REMIC II 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, the Class IO Interest 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 CE Interest
conveyed in trust to the Trust Administrator, for the benefit of the Class
CE
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
V”: 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-V Interest and all amounts deposited therein,
with
respect to which a separate REMIC election is to be made.
“REMIC
VI”: The segregated pool of assets consisting of all of the
Class IO Interest conveyed in trust to the Trust Administrator, for the benefit
of REMIC VI Regular Interest SWAP IO, and the Class R-VI 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 REMIC II Regular
Interests, the Class CE Interest, the Class P Interest and the Class IO
Interest.
“Remittance
Report”: A report in form and substance acceptable to the Trust Administrator
and the Servicer in an electronic data file prepared by the Servicer pursuant
to
Section 4.03 with such additions, deletions and modifications as agreed to
by
the Trust Administrator and the Servicer.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code as being included in the
term
“rents from real property.”
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of any
Trust REMIC.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of REMIC I, one month’s interest at the
applicable Mortgage Loan Remittance Rate on the Stated Principal Balance of
such
REO Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the close of business on the Distribution
Date in such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
3.23.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Fund”: The Reserve Fund established and maintained pursuant to Section
4.13. The Reserve Fund must be an account or accounts maintained
with a
Depository Institution; provided, that following a downgrade, withdrawal, or
suspension of any such Depository Institution’s rating below A-1 by S&P,
such account shall promptly (and in any case within not more than 60 calendar
days) be moved to one or more segregated trust accounts in the trust department
of such institution, or to an account at another institution that complies
with
the above requirements.
“Reserve
Fund Target”: An amount equal to the greater of (1) zero and (2) the
excess, if any, of (a) the Overcollateralization Target Amount for such
Distribution Date and (b) the Overcollateralized Amount for such Distribution
Date.
“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.
“Reuters
Screen LIBOR01 Page”: The display page currently so designated on the Reuters
Monitor Money Rates Service (or such other page as may replace that page on
that
service for the purpose of displaying comparable rates or prices)
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or its successors in interest.
“Scheduled
Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
Date, the outstanding principal balance of such Mortgage Loan as of such date,
net of the principal portion of all unpaid Monthly Payments, if any, due on
or
before such date; (b) as of any Due Date subsequent to the Cut-off Date up
to
and including the Due Date in the calendar month in which a Liquidation Event
occurs with respect to such Mortgage Loan, the Scheduled Principal Balance
of
such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal
portion of each Monthly Payment due on or before such Due Date but subsequent
to
the Cut-off Date, whether or not received, (ii) all Principal Prepayments
received before such Due Date but after the Cut-off Date, (iii) the principal
portion of all Liquidation Proceeds and Insurance Proceeds received before
such
Due Date but after the Cut-off Date, net of any portion thereof that represents
principal due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) on a Due Date occurring on or before the date on
which such proceeds were received and (iv) any Realized Loss incurred with
respect thereto as a result of a Deficient Valuation occurring before such
Due
Date, but only to the extent such Realized Loss represents a reduction in the
portion of principal of such Mortgage Loan not yet due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) as of
the
date of such Deficient Valuation; and (c) as of any Due Date subsequent to
the
occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
With
respect to any REO Property: (a) as of any Due Date subsequent to the date
of
its acquisition on behalf of the Trust Fund up to and including the Due Date
in
the calendar month in which a Liquidation Event occurs with respect to such
REO
Property, an amount (not less than zero) equal to the Scheduled Principal
Balance of the related Mortgage Loan as of the Due Date in the calendar month
in
which such REO Property was acquired minus the principal portion of each Monthly
Payment that would have become due on such related Mortgage Loan after such
REO
Property was acquired if such Mortgage Loan had not been converted to an REO
Property; and (b) as of any Due Date subsequent to the occurrence of a
Liquidation Event with respect to such REO Property, zero.
“Senior
Enhancement Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the sum of (i)
the aggregate Certificate Principal Balance of the Mezzanine Certificates and
the Class CE Certificates, calculated after taking into account distribution
of
the Principal Distribution Amount to Holders of the Certificates then entitled
to distributions of principal on the related Distribution Date and (ii) the
amount on deposit in the Reserve Fund immediately prior to such Distribution
Date, and the denominator of which is the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period).
“Senior
Interest Distribution Amount”: With respect to any Distribution Date and each
Class of Class A Certificates, an amount equal to the sum of the Interest
Distribution Amount for such Class for such Distribution Date and the Interest
Carry Forward Amount, if any, for such Class for such Distribution
Date.
“Senior
Principal Distribution Amount”: With respect to any Distribution
Date, the excess of (x) the aggregate Certificate Principal Balance of the
Class
A Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) 56.20% and (ii) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
(i) 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 (ii) 0.50% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.
“Servicer”:
Xxxxx Fargo Bank, N.A. 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 Servicer in
respect of any waived Prepayment Charges pursuant to Section 3.01.
“Servicer
Remittance Date”: With respect to any Distribution Date, the 18th day of
the
calendar month in which such Distribution Date occurs or, if such 18th day is
not a
Business Day, the Business Day immediately following.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
Servicer in connection with a default, delinquency or other unanticipated event
by the Servicer in the performance of its servicing obligations, including,
but
not limited to, the cost of (i) the preservation, restoration and protection
of
a Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, in respect of a particular Mortgage Loan, including any expenses
incurred in relation to any such proceedings that result from the Mortgage
Loan
being registered on the MERS System, (iii) the management (including reasonable
fees in connection therewith) and liquidation of any REO Property, (iv) the
performance of its obligations under Section 3.01, Section 3.09, Section 3.13,
Section 3.14, Section 3.16 and Section 3.23. Servicing Advances shall
also include any reasonable “out-of-pocket” costs and expenses (including legal
fees) incurred by the Servicer in connection with executing and recording
instruments of satisfaction, deeds of reconveyance or Assignments of Mortgage
in
connection with any foreclosure in respect of any Mortgage Loan to the extent
not recovered from the related Mortgagor or otherwise payable under this
Agreement. The Servicer shall not be required to make any Servicing
Advance in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the Servicer, would not be ultimately recoverable from
related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or
REO
Property as provided herein. The Servicer shall not be required to
make any Servicing Advance that would be a Nonrecoverable Advance.
“Servicing
Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
the Servicer, which shall, for a period of one full month, be equal to
one-twelfth of the product of (a) the Servicing Fee Rate (without regard to
the
words "per annum") and (b) the outstanding principal balance of such Mortgage
Loan. Such fee shall be payable monthly, computed on the basis of the
same principal amount and period respecting which any related interest payment
on a Mortgage Loan is received. The obligation for payment of the
Servicing Fee is limited to, and the Servicing Fee is payable solely from,
the
interest portion (including recoveries with respect to interest from Liquidation
Proceeds) of such Monthly Payment collected by the Servicer, or as otherwise
provided under Section 3.11.
“Servicing
Fee Rate”: With respect to each Mortgage Loan, the rate of 0.50% per
annum.
“Servicing
Officer”: Any employee of the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name appear on a
list
of Servicing Officers furnished by the Servicer to the Trustee, the Trust
Administrator and the Depositor on the Closing Date, as such list may from
time
to time be amended.
“Significance
Percentage”: With respect to the Interest Rate Cap Agreement or the
Interest Rate Swap Agreement, 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 Interest Rate Cap Agreement
or
the Interest Rate Swap Agreement, as applicable, (assuming that one-month LIBOR
for each remaining Calculation Period (as defined in the Interest Rate Cap
Agreement or the Interest Rate Swap Agreement, as applicable) 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 , us , 3 ; (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 Interest Rate Cap
Agreement or the Interest Rate Swap Agreement, as applicable, in months and
the
Trust Administrator shall click (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 Interest Rate
Cap
Agreement or the Interest Rate Swap Agreement, as applicable (the “Add-On
Amount”) and (c) the Add-On Amount for each previous period) and the denominator
of which is (II) the aggregate Certificate Principal Balance of the Floating
Rate Certificates on such Distribution Date (after giving effect to all
distributions on such Distribution Date).
“Single
Certificate”: With respect to any Class of Certificates (other than the Residual
Certificates), a hypothetical Certificate of such Class evidencing a Percentage
Interest for such Class corresponding to an initial Certificate Principal
Balance or Notional Amount of $1,000. With respect to the Class P and the
Residual Certificates, a hypothetical Certificate of such Class evidencing
a 20%
Percentage Interest in such Class.
“Sponsor”:
Citigroup Global Markets Realty Corp. or its successor in interest.
“Startup
Day”: With respect to any Trust REMIC, the day designated as such pursuant to
Section 10.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the Scheduled Principal Balance of such Mortgage Loan
as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
of
(i) the principal portion of each Monthly Payment due on a Due Date subsequent
to the Cut-off Date, to the extent received from the Mortgagor or advanced
by
the Servicer and distributed pursuant to Section 4.01 on or before such date
of
determination, (ii) all Principal Prepayments received after the Cut-off Date,
to the extent distributed pursuant to Section 4.01 on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied
by
the Servicer as recoveries of principal in accordance with the provisions of
Section 3.16, to the extent distributed pursuant to Section 4.01 on or before
such date of determination, and (iv) any Realized Loss incurred with respect
thereto as a result of a Deficient Valuation made during or prior to the
Prepayment Period for the most recent Distribution Date coinciding with or
preceding such date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the proceeds,
if
any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property
would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of the Trust Fund, minus, the principal portion of
Monthly Payments that would have become due on such related Mortgage Loan after
such REO Property was acquired if such Mortgage Loan had not been converted
to
an REO Property, to the extent advanced by the Servicer and distributed pursuant
to Section 4.01 on or before such date of determination; and (b) as of any
date
of determination coinciding with or subsequent to the Distribution Date on
which
the proceeds, if any, of a Liquidation Event with respect to such REO Property
would be distributed, zero.
“Stayed
Funds”: If the Servicer is the subject of a proceeding under the federal
Bankruptcy Code and the making of any payment required to be made under the
terms of the Certificates and this Agreement is prohibited by Section 362 of
the
federal Bankruptcy Code, funds which are in the custody of the Servicer, a
trustee in bankruptcy or a federal bankruptcy court and should have been the
subject of such Remittance absent such prohibition.
“Stepdown
Date”: The earlier to occur of (i) the Distribution Date immediately following
the Distribution Date on which the aggregate Certificate Principal Balance
of
the Class A Certificates has been reduced to zero and (ii) the later to occur
of
(a) the Distribution Date occurring in July 2010 and (b) the first Distribution
Date on which the Senior Enhancement Percentage (calculated for this purpose
only after taking into account distributions of principal on the Mortgage Loans
but prior to any distribution of the Principal Distribution Amount to the
Certificates then entitled to distributions of principal on such Distribution
Date) is equal to or greater than 43.80%.
“Sub-Servicer”:
Any Person with which the 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
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 3.02.
“Subordinate
Certificates”: Collectively, the Mezzanine Certificates and the Class CE
Certificates.
“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 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.
“Supplemental
Interest Trust”: As defined in Section 4.09.
“Supplemental
Interest Trust Trustee”: Citibank, N.A., a national banking
association, not in its individual capacity but solely in its capacity as
Supplemental Interest Trust Trustee, and any successor thereto.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.09. The Swap Account must be an Eligible Account.
“Swap
Credit Support Annex”: The credit support annex, dated the Closing Date, between
the Supplemental Interest Trust Trustee and the Interest Rate Swap Provider,
which is annexed to and forms part of the Interest Rate Swap
Agreement.
“Swap
Expense Fee Rate”: With respect to each Distribution Date, an amount,
expressed as a per annum rate, equal to the product of 12 and a fraction, the
numerator of which is the sum of any Net Swap Payment and any Swap Termination
Payment (other than any Swap Termination Payment resulting from a Swap Provider
Trigger Event) owed to the Interest Rate Swap Provider for such Distribution
Date and the denominator of which is the outstanding Stated Principal Balances
of the Mortgage Loans as of the first 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).
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Pass-Through
Rate
due to a discrepancy between the Uncertificated Notional Amount of REMIC VI
Regular Interest SWAP IO and the scheduled notional amount.
“Swap
LIBOR”: A per annum rate equal to the floating rate payable by the Interest Rate
Swap Provider under the Interest Rate Swap Agreement.
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect to
which
the Interest Rate Swap Provider is a Defaulting Party (as defined in the
Interest Rate Swap Agreement), (ii) a Termination Event under the Interest
Rate
Swap Agreement with respect to which the Interest Rate Swap Provider is the
sole
Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an
Additional Termination Event under the Interest Rate Swap Agreement with respect
to which the Interest Rate Swap Provider is the sole Affected
Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of any Trust REMIC due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information reports or returns
that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
“Termination
Price”: As defined in Section 9.01.
“Terminator”:
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 36.50% of the Senior Enhancement Percentage
for
the prior Distribution Date; or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Due Period) divided by aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set
forth below with respect to such Distribution Date (the “Realized Loss
Percentage”):
|
Distribution
Date Occurring In
|
Percentage
|
|
|
July
2009 through June 2010
|
1.10%
for the first month plus an additional 1/12th of 1.40% for each month
thereafter
|
|
|
July
2010 through June 2011
|
2.50%
for the first month plus an additional 1/12th of 1.45% for each month
thereafter
|
|
|
July
2011 through June 2012
|
3.95%
for the first month plus an additional 1/12th of 1.15% for each month
thereafter
|
|
|
July
2012 through June 2013
|
5.10%
for the first month plus an additional 1/12th of 0.65% for each month
thereafter
|
|
|
July
2013 and thereafter
|
5.75%
|
“Trust”: Citigroup
Mortgage Loan Trust 2007-WFHE3.
“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, distributions made to the Trust Administrator by
the
Cap Administrator under the Cap Administration Agreement, the Cap Account,
the
Interest Rate Cap Agreement, the Interest Rate Swap Agreement, the Swap Account,
the Supplemental Interest Trust, the Reserve Fund, 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, REMIC IV, REMIC V or REMIC
VI.
“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 II
Regular Interest 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 II 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 related REMIC 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.
“Uncertificated
Notional Amount”: With respect to REMIC II Regular Interest LTIO and
each Distribution Date listed below, the aggregate Uncertificated Balance of
the
REMIC I Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
|
1
|
I-1-A
through X-00-X
|
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
|
0
|
X-0-X
through X-00-X
|
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
|
0
|
X-0-X
through X-00-X
|
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
|
0
|
X-0-X
through X-00-X
|
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
|
0
|
X-0-X
through I-49-A
|
|
|
10
|
I-10-A
through I-49-A
|
|
|
11
|
I-11-A
through I-49-A
|
|
|
12
|
I-12-A
through I-49-A
|
|
|
13
|
I-13-A
through I-49-A
|
|
|
14
|
I-14-A
through I-49-A
|
|
|
15
|
I-15-A
through I-49-A
|
|
|
16
|
I-16-A
through I-49-A
|
|
|
17
|
I-17-A
through I-49-A
|
|
|
18
|
I-18-A
through I-49-A
|
|
|
19
|
I-19-A
through I-49-A
|
|
|
20
|
I-20-A
through I-49-A
|
|
|
21
|
I-21-A
through I-49-A
|
|
|
22
|
I-22-A
through I-49-A
|
|
|
23
|
I-23-A
through I-49-A
|
|
|
24
through 26
|
I-24-A
through I-49-A
|
|
|
27
|
I-25-A
through I-49-A
|
|
|
28
|
I-26-A
through I-49-A
|
|
|
29
|
I-27-A
through I-49-A
|
|
|
30
|
I-28-A
through I-49-A
|
|
|
31
|
I-29-A
through I-49-A
|
|
|
32
|
I-30-A
through I-49-A
|
|
|
33
|
I-31-A
through I-49-A
|
|
|
34
|
I-32-A
through I-49-A
|
|
|
35
|
I-33-A
through I-49-A
|
|
|
36
|
I-34-A
through I-49-A
|
|
|
37
|
I-35-A
through I-49-A
|
|
|
38
|
I-36-A
through I-49-A
|
|
|
39
|
I-37-A
through I-49-A
|
|
|
40
|
I-38-A
through I-49-A
|
|
|
41
|
I-39-A
through I-49-A
|
|
|
42
|
I-40-A
through I-49-A
|
|
|
43
|
I-41-A
through I-49-A
|
|
|
44
|
I-42-A
through I-49-A
|
|
|
45
|
I-43-A
through I-49-A
|
|
|
46
|
I-44-A
through I-49-A
|
|
|
47
|
I-45-A
through I-49-A
|
|
|
48
|
I-46-A
through I-49-A
|
|
|
49
|
I-47-A
through I-49-A
|
|
|
50
|
I-48-A
through I-49-A
|
|
|
51
|
I-49-A
|
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest
LTIO.
With
respect to REMIC VI Regular Interest SWAP IO and any Distribution Date, an
amount equal to the Uncertificated Notional Amount of the Class IO
Interest.
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person”: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of,
the
United States, any State thereof or the District of Columbia (except, in the
case of a partnership, to the extent provided in regulations); provided that,
for purposes solely of the restrictions on the transfer of the Residual
Certificates, no partnership or other entity treated as a partnership for United
States federal income tax purposes shall be treated as a United States Person
unless all persons that own an interest in such partnership either directly
or
through any entity that is not a corporation for United States federal income
tax purposes are required by the applicable operative agreement to be United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States Persons have the authority to control all
substantial decisions of the trust. To the extent prescribed in regulations
by
the Secretary of the Treasury, which have not yet been issued, a trust which
was
in existence on August 20, 1996 (other than a trust treated as owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of the Code),
and
which was treated as a United States person on August 20, 1996 may elect to
continue to be treated as a United States person notwithstanding the previous
sentence. The term “United States” shall have the meaning set forth in Section
7701 of the Code.
“Value”:
With respect to any Mortgaged Property, the lesser of (i) the value thereof
as
determined by an appraisal made for the originator of the Mortgage Loan at
the
time of origination of the Mortgage Loan and (ii) the purchase price paid for
the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the value determined
by an appraisal made for the originator of such Refinanced Mortgage Loan at
the
time of origination of such Refinanced Mortgage Loan by an
appraiser.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. With respect to any date of determination, 98%
of
all Voting Rights will be allocated among the holders of the Floating Rate
Certificates and the Class CE Certificates in proportion to the then outstanding
Certificate Principal Balances of their respective Certificates, 1% of all
Voting Rights will be allocated to the holders of the Class P Certificates
and
1% of all Voting Rights will be allocated among the holders of the Residual
Certificates. The Voting Rights allocated to each Class of Certificate shall
be
allocated among Holders of each such Class in accordance with their respective
Percentage Interests as of the most recent Record Date.
SECTION
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the Interest Distribution Amount for the Floating Rate
Certificates and the Class CE Certificates for any Distribution Date, the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Servicer pursuant to Section 3.24) and any Relief
Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to the Class CE Certificates based
on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of the Class CE Certificates and,
thereafter, among the Floating Rate Certificates on a pro rata basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rate on the respective Certificate Principal Balance
of
each such Certificate immediately prior to such Distribution Date.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I
Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans shall be allocated first, to REMIC
I
Regular Interest I and to the REMIC I Regular Interests ending with the
designation “B”, pro rata based on, and to the extent of, one month’s
interest at the then applicable respective REMIC I Remittance Rates on the
respective Uncertificated Principal Balances of each such REMIC I Regular
Interest, and then, to REMIC I Regular Interests ending with the designation
“A”, pro rata based on, and to the extent of, one month’s interest at
the then applicable respective REMIC I Remittance Rates on the respective
Uncertificated Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
II
Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated among REMIC II Regular Interest LTAA, REMIC II Regular Interest LTA1,
REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular
Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3,
REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular
Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8,
REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10, REMIC II
Regular Interest LTM11 and REMIC II Regular Interest LTZZ pro rata
based on, and to the extent of, one month’s interest at the then applicable
respective REMIC II Remittance Rate on the respective Uncertificated Balance
of
each such REMIC II 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 Agreement, payments
made to the Trust Administrator by the Cap Administrator under the Cap
Administration Agreement, the Cap Account, the Reserve Fund, the Interest Rate
Swap Agreement and the Swap 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 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 Trust
Administrator on behalf of the Trustee an executed copy of the Assignment
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 the Custodian on its behalf, the following
documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan
so transferred and assigned:
(i) The
Mortgage Note, endorsed by manual or facsimile signature without recourse by
the
Originator or an Affiliate of the Originator in blank or to the Trustee showing
a complete chain of endorsements from the named payee to the Trustee or from
the
named payee to the Affiliate of the Originator and from such Affiliate to the
Trustee;
(ii) The
original recorded Mortgage, noting the presence of the MIN of the Mortgage
Loan,
if applicable, and language indicating that the Mortgage Loan is a MOM Loan
if
the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a copy
of
the Mortgage certified by the public recording office in those jurisdictions
where the public recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment from the
Originator or an Affiliate of the Originator to the Trustee in recordable form
of the Mortgage which may be included, where permitted by local law, in a
blanket assignment or assignments of the Mortgage to the Trustee, including
any
intervening assignments and showing a complete chain of title from the original
mortgagee named under the Mortgage to the Person assigning the Mortgage Loan
to
the Trustee (or to MERS, noting the presence of the MIN, if the Mortgage Loan
is
registered on the MERS® System);
(iv) Any
original assumption, modification, buydown or conversion-to- fixed-interest-rate
agreement applicable to the Mortgage Loan; and
(v) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title.
In
instances where an original recorded Mortgage cannot be delivered by the
Depositor to the Trustee (or the Custodian on behalf of the Trustee) prior
to or
concurrently with the execution and delivery of this Agreement, due to a delay
in connection with the recording of such Mortgage, the Depositor may, (a) in
lieu of delivering such original recorded Mortgage referred to in clause (ii)
above, deliver to the Trustee (or the Custodian on behalf of the Trustee) a
copy
thereof, provided that the Depositor certifies that the original Mortgage has
been delivered to a title insurance company for recordation after receipt of
its
policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and (b) in lieu of delivering
the completed assignment in recordable form referred to in clause (iii) above
to
the Trustee (or the Custodian on behalf of the Trustee), deliver such assignment
to the Trustee (or the Custodian on behalf of the Trustee) completed except
for
recording information. In all such instances, the Depositor will deliver the
original recorded Mortgage and completed assignment (if applicable) to the
Trustee (or the Custodian on behalf of the Trustee) promptly upon receipt of
such Mortgage. In instances where an original recorded Mortgage has been lost
or
misplaced, the Depositor or the related title insurance company may deliver,
in
lieu of such Mortgage, a copy of such Mortgage bearing recordation information
and certified as true and correct by the office in which recordation thereof
was
made. In instances where the original or a copy of the title insurance policy
referred to in clause (v) above (which may be a certificate relating to a master
policy of title insurance) pertaining to the Mortgaged Property relating to
a
Mortgage Loan cannot be delivered by the Depositor to the Trustee (or the
Custodian on behalf of the Trustee) prior to or concurrently with the execution
and delivery of this Agreement because such policy is not yet available, the
Depositor may, in lieu of delivering the original or a copy of such title
insurance referred to in clause (v) above, deliver to the Trustee (or the
Custodian on behalf of the Trustee) a binder with respect to such policy (which
may be a certificate relating to a master policy of title insurance) and deliver
the original or a copy of such policy (which may be a certificate relating
to a
master policy of title insurance) to the Trustee (or the Custodian on behalf
of
the Trustee) within 180 days of the Closing Date. In instances where
an original assumption, modification, buydown or conversion-to-fixed-
interest-rate agreement cannot be delivered by the Depositor to the Trustee
(or
the Custodian on behalf of the Trustee) prior to or concurrently with the
execution and delivery of this Agreement, the Depositor may, in lieu of
delivering the original of such agreement referred to in clause (iv) above,
deliver a certified copy thereof.
To
the
extent not already recorded, except with respect to any Mortgage Loan for which
MERS is identified on the Mortgage or on a properly recorded assignment of
the
Mortgage as the mortgagee of record, the Servicer, at the expense of the Sponsor
shall promptly (and in no event later than five Business Days following the
later of the Closing Date and the date of receipt by the Servicer of the
recording information for a Mortgage) submit or cause to be submitted for
recording, at no expense to any Trust REMIC, in the appropriate public office
for real property records, each Assignment delivered to it pursuant to (iii)
above. In the event that any such Assignment is lost or returned unrecorded
because of a defect therein, the Servicer, at the expense of the Sponsor, shall
promptly prepare or cause to be prepared a substitute Assignment or cure or
cause to be cured such defect, as the case may be, and thereafter cause each
such Assignment to be duly recorded. Notwithstanding the foregoing, but without
limiting the requirement that such Assignments be in recordable form, neither
the Servicer nor the Trustee shall be required to submit or cause to be
submitted for recording any Assignment delivered to it or the Custodian pursuant
to (iii) above if such recordation shall not, as of the Closing Date, be
required by the Rating Agencies, as a condition to their assignment on the
Closing Date of their initial ratings to the Certificates, as evidenced by
the
delivery by the Rating Agencies of their ratings letters on the Closing Date;
provided, however, notwithstanding the foregoing, the Servicer shall submit
each
Assignment for recording, at no expense to the Trust Fund or the Servicer,
upon
the earliest to occur of: (A) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights, (B) the occurrence of a Servicer
Event of Default, (C) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Sponsor, (D) the occurrence of a servicing transfer as described
in Section 7.02 of this Agreement and (E) with respect to any one Assignment
the
occurrence of a foreclosure relating to the Mortgagor under the related
Mortgage. Notwithstanding the foregoing, if the Sponsor fails to pay the cost
of
recording the Assignments, such expense will be paid by the Servicer and the
Servicer shall be reimbursed for such expenses by the Trust as Servicing
Advances.
In
connection with the assignment of any Mortgage Loan registered on the MERS
System, the Depositor further agrees that it will cause, within 30 Business
Days
after the Closing Date, the MERS System to indicate that such Mortgage Loans
have been assigned by the Depositor to the Trustee in accordance with this
Agreement for the benefit of the Certificateholders by including in such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The
Depositor further agrees that it will not, and will not permit the Servicer
to,
and the Servicer agrees that it will not and will not permit a Sub-Servicer
to,
alter the codes referenced in this paragraph with respect to any Mortgage Loan
during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement.
With
respect to a maximum of approximately 5.00% of the Original Mortgage Loans,
by
outstanding principal balance of the Original Mortgage Loans as of the Cut-off
Date, if any original Mortgage Note referred to in (i) above cannot be located,
the obligations of the Depositor to deliver such documents shall be deemed
to be
satisfied upon delivery to the Trustee (or the Custodian on behalf of the
Trustee) of a photocopy of such Mortgage Note, if available, with a lost note
affidavit. If any of the original Mortgage Notes for which a lost note affidavit
was delivered to the Trustee (or the Custodian on behalf of the Trustee) is
subsequently located, such original Mortgage Note shall be delivered to the
Trustee (or the Custodian on behalf of the Trustee) within three Business
Days.
The
Depositor shall deliver or cause to be delivered to the Trustee (or the
Custodian on behalf of the Trustee) promptly upon receipt thereof any other
original documents constituting a part of a Mortgage File received with respect
to any Mortgage Loan, including, but not limited to, any original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan.
All
original documents relating to the Mortgage Loans that are not delivered to
the
Trustee (or the Custodian on behalf of the Trustee) are and shall be held by
or
on behalf of the Sponsor, the Depositor or the Servicer, as the case may be,
in
trust for the benefit of the Trustee on behalf of the Certificateholders. In
the
event that any such original document is required pursuant to the terms of
this
Section to be a part of a Mortgage File, such document shall be delivered
promptly to the Trustee (or the Custodian on behalf of the Trustee). Any such
original document delivered to or held by the Depositor that is not required
pursuant to the terms of this Section to be a part of a Mortgage File, shall
be
delivered promptly to the Servicer.
Wherever
it is provided in this Section 2.01 that any document, evidence or information
relating to a Mortgage Loan be delivered or supplied to the Trustee, the
Depositor shall do so by delivery thereof to the Trustee or the Custodian on
behalf of the Trustee.
The
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.
SECTION
2.02 Acceptance
of the Trust Fund by the Trustee.
Subject
to the provisions of Section 2.01 and subject to any exceptions noted on an
exception report delivered by or on behalf of the Trustee, the Trustee
acknowledges receipt of the documents referred to in Section 2.01 (other than
such documents described in Section 2.01(iv)) above and all other assets
included in the definition of “Trust Fund” and declares that it holds and will
hold such documents and the other documents delivered to it constituting the
Mortgage File, and that it holds or will hold all such assets and such other
assets included in the definition of “Trust Fund” in trust for the exclusive use
and benefit of all present and future Certificateholders.
The
Trustee, by execution and delivery hereof, acknowledges receipt, subject to
the
review described in the succeeding sentence, of the documents and other property
referred to in Section 2.01 and declares that the Trustee (or the Custodian
on
behalf of the Trustee) holds and will hold such documents and other property,
including property yet to be received in the Trust Fund, in trust, upon the
trusts herein set forth, for the benefit of all present and future
Certificateholders. The Trustee or the Custodian on its behalf shall, for the
benefit of the Trustee and the Certificateholders, review each Mortgage File
within 90 days after execution and delivery of this Agreement, to ascertain
that
all required documents have been executed, received and recorded, if applicable,
and that such documents relate to the Mortgage Loans. If in the course of such
review the Trustee or the Custodian on its behalf finds a document or documents
constituting a part of a Mortgage File to be defective or missing in any
material respect, the Trustee or the Custodian on its behalf shall promptly
so
notify the Depositor, the Trust Administrator, the Sponsor, the Servicer and,
if
such notice is from the Custodian on the Trustee’s behalf, the Trustee. In
addition, upon the discovery by the Depositor, the Servicer, the Trust
Administrator or the Trustee of a breach of any of the representations and
warranties made by the Originator or the Sponsor in the Assignment Agreement
in
respect of any Mortgage Loan which materially adversely affects such Mortgage
Loan or the interests of the related Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties.
The
Depositor and the Trustee intend that the assignment and transfer herein
contemplated constitute a sale of the Mortgage Loans, the related Mortgage
Notes
and the related documents, conveying good title thereto free and clear of any
liens and encumbrances, from the Depositor to the Trustee in trust for the
benefit of the Certificateholders and that such property not be part of the
Depositor’s estate or property of the Depositor in the event of any insolvency
by the Depositor. In the event that such conveyance is deemed to be, or to
be
made as security for, a loan, the parties intend that the Depositor shall be
deemed to have granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement under
applicable law.
The
Trustee may, concurrently with the execution and delivery hereof or at any
time
thereafter, enter into a custodial agreement with the Custodian pursuant to
which the Trustee appoints the Custodian to hold the Mortgage Files on behalf
of
the Trustee for the benefit of the Trustee and all present and future
Certificateholders, which may provide that the Custodian shall, on behalf of
the
Trustee, conduct the review of each Mortgage File required under the first
paragraph of this Section 2.02. Notwithstanding anything to the
contrary herein, it is understood that the initial Custodian shall be
responsible for the review contemplated in the second paragraph of this Section
2.02 and for all other functions relating to the receipt, review, reporting
and
certification provided for herein with respect to the Mortgage Files (other
than
ownership thereof for the benefit of the Certificateholders and related duties
and obligations set forth herein).
SECTION
2.03 Repurchase
or Substitution of Mortgage Loans by the Sponsor or the Depositor.
(a) Upon
discovery or receipt of notice by the Depositor, the Servicer, the 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 the Master
Agreement or the Assignment Agreement in respect of any Mortgage Loan
which materially adversely affects the value of such Mortgage Loan or the
interest therein of the Certificateholders, the party so discovering or
receiving notice shall promptly notify the other parties to this Agreement,
and
the Trustee thereupon shall promptly notify the Originator and the Sponsor
of
such defect, missing document or breach and request that the Originator deliver
such missing document or cure such defect or that the Originator or the Sponsor,
as applicable, cure such breach within 90 days from the date the Originator
or
the Sponsor, as applicable, was notified of such missing document, defect or
breach, and if the 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 Originator or
Sponsor, as applicable, under the Master Agreement or the Assignment Agreement
(i) to repurchase such Mortgage Loan from REMIC I at the Purchase Price within
90 days after the date on which the Sponsor was notified (subject to Section
2.03(e)) of such missing document, defect or breach, and (ii) to indemnify
the
Trust Fund in respect of such missing document, defect or breach, in the case
of
each of (i) and (ii), if and to the extent that the Originator or Sponsor,
as
applicable, is obligated to do so under the Master Agreement or the Assignment
Agreement. The Purchase Price for the repurchased Mortgage Loan and any
indemnification shall be remitted by the Originator or the Sponsor, as
applicable, to the Servicer for deposit into the Collection Account, and the
Trust Administrator, upon receipt of written notice from the 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 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 Originator or the Sponsor, as applicable, shall furnish to
it
and as shall be necessary to vest in the 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 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 Originator or the Sponsor, as
applicable, pursuant to the Master Agreement or the Assignment Agreement at
its
own expense and without any right of reimbursement, shall cause MERS to execute
and deliver an assignment of the Mortgage in recordable form to transfer the
Mortgage from MERS to the 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 Master Agreement
or Assignment Agreement the 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
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 Master
Agreement or Assignment Agreement to perform any applicable indemnification
obligations with respect to any such omission, defect or breach, as provided
in
such Assignment Agreement, shall constitute the only remedies respecting such
omission, defect or breach available to the Trustee or the Trust Administrator
on behalf of the Certificateholders.
(b) Notwithstanding
anything to the contrary in this Section 2.03, with respect to any breach by
the
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 Originator or the Sponsor, as applicable, to remedy such
breach as provided in the Master Agreement or Assignment Agreement as follows:
upon any Principal Prepayment with respect to the affected Mortgage Loan, the
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 Servicer or receipt of notice by the
Depositor of the breach of any representation, warranty or covenant of the
Servicer set forth in Section 2.05 which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the Servicer shall
cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the date which is
two
years after the Startup Day for REMIC I.
As
to any
Deleted Mortgage Loan for which the Originator or the Sponsor, as applicable,
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
shall be effected by the Originator or the Sponsor, as applicable, delivering
to
the Trustee (or to the Custodian on behalf of the Trustee, as applicable),
for
such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the
Mortgage, the Assignment in blank or to the Trustee, and such other documents
and agreements, with all necessary endorsements thereon, as are required by
Section 2.01, together with an Officers’ Certificate providing that each such
Qualified Substitute Mortgage Loan satisfies the definition thereof and
specifying the Substitution Shortfall Amount (as described below), if any,
in
connection with such substitution. The Custodian on its behalf and on
behalf of the Trustee shall, for the benefit of the Certificateholders, review
each Mortgage File within 90 days after execution and delivery of this
Agreement, to ascertain that all required documents have been executed, received
and recorded, if applicable, and that such documents relate to the Mortgage
Loans. If in the course of such review the Trustee or the Custodian
on its behalf finds a document or documents constituting a part of a Mortgage
File to be defective in any material respect, the Trustee or the Custodian
on
its behalf shall promptly so notify the Depositor, the Trust Administrator,
the
Originator, the Sponsor and the Servicer. Monthly Payments due with
respect to Qualified Substitute Mortgage Loans in the month of substitution
are
not part of the Trust Fund and will be retained by the 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
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 Custodian to amend the Mortgage
Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the
terms of this Agreement and the substitution of the Qualified Substitute
Mortgage Loan or Loans and, upon receipt thereof, shall deliver a copy of such
amended Mortgage Loan Schedule to the Servicer. Upon such
substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute
part of the Mortgage Pool and shall be subject in all respects to the terms
of
this Agreement and the Master Agreement or Assignment Agreement (including
all
applicable representations and warranties thereof included in such Master
Agreement or Assignment Agreement), in each case as of the date of
substitution.
For
any
month in which the Originator or the Sponsor, as applicable, substitutes one
or
more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the Servicer will determine the amount (the “Substitution Shortfall Amount”), if
any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan,
the Scheduled Principal Balance thereof as of the date of substitution, together
with one month’s interest on such Scheduled Principal Balance at the applicable
Mortgage Loan Remittance Rate. On the date of such substitution, the
Trustee will monitor the obligation of the Originator or the Sponsor, as
applicable, to deliver or cause to be delivered, and shall request that such
delivery be to the Servicer for deposit in the Collection Account, an amount
equal to the Substitution Shortfall Amount, if any, and the Trustee (or the
Custodian on behalf of the Trustee, as applicable), upon receipt of the related
Qualified Substitute Mortgage Loan or Loans and written notice given by the
Servicer of such deposit, shall release to the 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 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 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.
(e) Upon
discovery by the Depositor, the 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 Originator or the Sponsor, as
applicable, pursuant to the Master Agreement or Assignment Agreement or the
Depositor pursuant to this Agreement shall repurchase or, subject to the
limitations set forth in Section 2.03(d), substitute one or more Qualified
Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of
the
earlier of discovery or receipt of such notice with respect to such affected
Mortgage Loan. Such repurchase or substitution shall be made by (i)
the 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 Originator or the Sponsor,
as
applicable, under the Master Agreement or Assignment Agreement or (iii) the
Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage is
a breach of no representation or warranty. Any such repurchase or
substitution shall be made in the same manner as set forth in Sections
2.03(a). The Trustee shall reconvey to the Depositor, the 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 Originator or the Sponsor for breach of a
representation or warranty.
SECTION
2.04 [Reserved].
SECTION
2.05 Representations,
Warranties and Covenants of the Servicer.
The
Servicer hereby represents, warrants and covenants to the Trust Administrator
and the Trustee, for the benefit of each of the Trustee, the Trust
Administrator, the Certificateholders and to the Depositor that as of the
Closing Date or as of such date specifically provided herein:
(i) The
Servicer is a national banking association duly formed, validly existing and
in
good standing under the laws of the United States of America and is duly
authorized and qualified to transact any and all business contemplated by this
Agreement to be conducted by the Servicer;
(ii) The
Servicer has the full power and authority to conduct its business as presently
conducted by it and to execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement. The
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 the Servicer, enforceable against the Servicer in
accordance with its terms except as the enforceability thereof may be limited
by
bankruptcy, insolvency, reorganization or similar laws affecting the enforcement
of creditors' rights generally, laws affecting the contract obligations of
insured banks and by general principles of equity;
(iii) The
execution and delivery of this Agreement by the Servicer, the servicing of
the
Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
of
any other of the transactions herein contemplated, and the fulfillment of or
compliance with the terms hereof are in the ordinary course of business of
the
Servicer and will not (A) result in a breach of any term or provision of the
charter or by-laws of the Servicer or (B) conflict with, result in a breach,
violation or acceleration of, or result in a default under, the terms of any
other material agreement or instrument to which the Servicer is a party or
by
which it may be bound, or any statute, order or regulation applicable to the
Servicer of any court, regulatory body, administrative agency or governmental
body having jurisdiction over the Servicer; and the Servicer is not a party
to,
bound by, or in breach or violation of any indenture or other agreement or
instrument, or subject to or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or, to the
Servicer's knowledge, would in the future materially and adversely affect,
(x)
the ability of the Servicer to perform its obligations under this Agreement,
(y)
the business, operations, financial condition, properties or assets of the
Servicer taken as a whole or (z) the legality, validity or enforceability of
this Agreement;
(iv) The
Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211
of
the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx
or
Xxxxxxx Mac in good standing. No event has occurred, including but not limited
to a change in insurance coverage, that would make the Servicer unable to comply
with HUD eligibility requirements or that would require notification to
HUD;
(v) The
Servicer does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant made by it and contained in this
Agreement;
(vi) No
litigation is pending against the Servicer that would materially and adversely
affect the execution, delivery or enforceability of this Agreement or the
ability of the Servicer to service the Mortgage Loans or to perform any of
its
other obligations hereunder in accordance with the terms hereof;
(vii) There
are
no actions or proceedings against, or investigations known to it of, the
Servicer before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or (C) that
might prohibit or materially and adversely affect the performance by the
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 the Servicer
of,
or compliance by the 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) The
Servicer has fully furnished and will continue to fully furnish, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (e.g., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information Company
or
their successors (the “Credit Repositories”) in a timely manner;
and
(x) The
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 shall survive delivery of the Mortgage Files to
the
Trustee or to the Custodian on its behalf and shall inure to the benefit of
the
Trustee, the Trust Administrator, the Depositor and the Certificateholders.
Upon
discovery by any of the Depositor, the Servicer, the Trust Administrator or
the
Trustee of a breach of any of the foregoing representations, warranties and
covenants which materially and adversely affects the value of any Mortgage
Loan
or the interests therein of the Certificateholders, the party discovering such
breach shall give prompt written notice (but in no event later than two Business
Days following such discovery) to the Trustee and the Trust Administrator.
Subject to Section 7.01, the obligation of the Servicer set forth in Section
2.03(c) to cure breaches shall constitute the sole remedies against the Servicer
available to the Certificateholders, the Depositor, the Trust Administrator
or
the Trustee on behalf of the Certificateholders respecting a breach of the
representations, warranties and covenants contained in this Section
2.05.
SECTION
2.06 Issuance
of the Certificates.
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it or to the Custodian on its behalf of the Mortgage Files, subject to the
provisions of Section 2.01 and Section 2.02, together with the assignment to
it
of all other assets included in REMIC I delivered on the date hereof, receipt
of
which is hereby acknowledged. Concurrently with such assignment and delivery
of
such assets delivered on the date hereof and in exchange therefor, the Trust
Administrator, pursuant to the written request of the Depositor executed by
an
officer of the Depositor, has executed, authenticated and delivered, to or
upon
the order of the Depositor, the Certificates in authorized denominations. The
interests evidenced by the Certificates (other than the Class CE Certificates,
the Class P Certificates and the Class R-X Certificates), the Class CE Interest,
the Class P Interest and the Class IO Interest constitute the entire beneficial
ownership interest in REMIC III.
SECTION
2.07 Authorization
to Enter into the Interest Rate Swap Agreement and the Interest Rate Cap
Agreement
(a) The
Trust
Administrator, not in its individual capacity but solely in its separate
capacity as Cap Trustee, is hereby directed by the Depositor to exercise the
rights, perform the obligations, and make any representations to be exercised,
performed, or made by the Cap Trustee, as described in the Interest Rate Cap
Agreement and as described herein. The Cap Trustee is hereby directed
to execute and deliver the Interest Rate Cap Agreement on behalf of Party B
(as
defined therein) and to exercise the rights, perform the obligations, and make
the representations of Party B thereunder, solely in its capacity as Cap Trustee
on behalf of Party B (as defined therein) and not in its individual
capacity. The Depositor, the Servicer and the Certificateholders (by
acceptance of their Certificates) acknowledge and agree that (i) the Cap Trustee
shall execute and deliver the Interest Rate Cap Agreement on behalf of Party
B
(as defined therein), (ii) the Cap Trustee shall exercise the rights, perform
the obligations, and make the representations of Party B thereunder, solely
in
its capacity as Cap Trustee on behalf of Party B (as defined therein) and not
in
its individual capacity and (iii) the Trust Administrator on the Cap Trustee’s
behalf shall also be entitled to exercise the rights and perform the obligations
of Party B under the Interest Rate Cap Agreement. 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 Cap Trustee’s
execution of the Interest Rate Cap Agreement, and the performance of its duties
and satisfaction of its obligations thereunder.
(b) The
Trust
Administrator, not in its individual capacity but solely in its separate
capacity as Supplemental Interest Trust Trustee, is hereby directed by the
Depositor to exercise the rights, perform the obligations, and make any
representations to be exercised, performed, or made by the Supplemental Interest
Trust Trustee, as described herein. The Supplemental Interest Trust
Trustee is hereby directed to execute and deliver the Interest Rate Swap
Agreement on behalf of Party B (as defined therein) and to exercise the rights,
perform the obligations, and make the representations of Party B thereunder,
solely in its capacity as Supplemental Interest Trust Trustee on behalf of
Party
B (as defined therein) and not in its individual capacity. The
Depositor and the Certificateholders (by acceptance of their Certificates)
acknowledge and agree that (i) the Supplemental Interest Trust Trustee shall
execute and deliver the Interest Rate Swap Agreement on behalf of Party B (as
defined therein), (ii) the Supplemental Interest Trust Trustee shall exercise
the rights, perform the obligations, and make the representations of Party
B
thereunder, solely in its capacity as Supplemental Interest Trust Trustee on
behalf of Party B (as defined therein) and not in its individual capacity and
(iii) the Trust Administrator on the Supplemental Interest Trust Trustee’s
behalf shall also be entitled to exercise the rights and obligated to perform
the obligations of Party B under the Interest Rate Swap
Agreement. 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 Supplemental Interest Trust Trustee’s execution of the
Interest Rate Swap Agreement, and the performance of its duties and satisfaction
of its obligations thereunder.
SECTION
2.08 Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by the
Trustee.
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the assets
described in the definition of REMIC I for the benefit of the holders of the
REMIC I Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-I Interest). The Trustee (or the
Custodian on its behalf, as applicable) acknowledges receipt of the assets
described in the definition of REMIC I and declares that it holds and will
hold
the same in trust for the exclusive use and benefit of the holders of the REMIC
I Regular Interests and the Class R Certificates (in respect of the Class R-I
Interest). The interests evidenced by the Class R-I Interest, together with
the
REMIC I Regular Interests, constitute the entire beneficial ownership interest
in REMIC I.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests (which are uncertificated) for the benefit of the Holders
of
the REMIC II Regular Interests (which are uncertificated) 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
REMIC II Regular Interests (which are uncertificated) 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 REMIC II Regular Interests,
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 REMIC
II 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, the Class IO
Interest and the Class R Certificates (in respect of the Class R-III Interest).
The Trustee acknowledges receipt of the REMIC II 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,
the
Class IO Interest and the Class R Certificates (in respect of the Class R-III
Interest). The interests evidenced by the Class R-III Interest,
together with the Regular Certificates, the Class CE Interest, the Class IO
Interest and the Class P Interest, 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
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-IV 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-IV Interest). The interests evidenced
by
the Class R-IV Interest, together with the Class CE Certificates, constitute
the
entire beneficial ownership interest in REMIC IV.
(e) 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-V
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-V Interest). The interests evidenced by the Class R-V
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC V.
(f) 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
IO Interest (which is uncertificated) for the benefit of the Holders of REMIC
VI
Regular Interest SWAP IO (which is uncertificated) and the Class R-X
Certificates (in respect of the Class R-VI Interest). The Trustee acknowledges
receipt of the Class IO Interest and declares that it holds and will hold the
same in trust for the exclusive use and benefit of the Holders of REMIC VI
Regular Interest SWAP IO and the Class R-X Certificates (in respect of the
Class
R-VI Interest). The interests evidenced by the Class R-VI Interest, together
with REMIC VI Regular Interest SWAP IO, constitute the entire beneficial
ownership interest in REMIC VI.
(g) 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 R-IV Interest) and the acceptance by the Trustee
thereof, pursuant to Section 2.01, Section 2.02 and subsection (d) hereof,
(v)
the assignment and delivery to the Trustee of REMIC V (including the Residual
Interest therein represented by the Class R-V Interest) and the acceptance
by
the Trustee thereof, pursuant to Section 2.01, Section 2.02 and subsection
(e)
hereof and (vi) the assignment and delivery to the Trustee of REMIC VI
(including the Residual Interest therein represented by the Class VI Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.01, Section
2.02 and subsection (f) 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,
the Class R-II Interest and the Class R-III Interest and (B) the Class R-X
Certificates in authorized denominations evidencing the Class R-IV Interest,
the
Class R-V Interest and the Class R-VI Interest.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
SECTION
3.01 Servicer
to Act as Servicer.
The
Servicer shall service and administer the Mortgage Loans on behalf of the Trust
Fund and in the best interests of and for the benefit of the Certificateholders
(as determined by the Servicer in its reasonable judgment) in accordance with
the terms of this Agreement and the respective Mortgage Loans and, to the extent
consistent with such terms, in the same manner in which it services and
administers similar mortgage loans for 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.
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) 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, (ii) the collection of such
Prepayment Charge would be in violation of applicable laws or (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. If a Prepayment Charge is waived as permitted by
meeting the standard described in clauses (ii) or (iii) above, then, the Trustee
shall make commercially reasonable efforts to attempt to enforce the obligations
of the Originator under the Master Agreement to pay the amount of such waived
Prepayment Charge, for the benefit of the Holders of the Class P Certificates;
provided, however, that the Trustee shall not be under any obligation to take
any action pursuant to this paragraph unless directed by the Depositor and
provided, further, the Depositor hereby agrees to assist the Trustee in
enforcing any obligations of the Originator to repurchase or substitute for
a
Mortgage Loan which has breached a representation or warranty under the Master
Agreement or Assignment Agreement. If the Trustee makes a good faith
determination as evidenced by an officer’s certificate delivered by the Trustee
to the Trust Administrator, that the Servicer’s efforts are not reasonably
expected to be successful in enforcing such rights, it shall notify the Trust
Administrator of such failure and the Trust Administrator, with the cooperation
of the Servicer, shall enforce the obligation of the Originator under the Master
Agreement to pay to the Servicer the amount of such waived Prepayment
Charge. If such Originator fails to pay the amount of such waived
Prepayment Charge in accordance with its obligations under the related Master
Agreement, the Trustee, Trust Administrator, the Servicer and the Depositor
shall consult on further actions to be taken against the
Originator. Notwithstanding the foregoing, to the extent that the
Trustee and the Originator are the same entity, the Trust Administrator shall
enforce the obligations of the Originator under the related Master Agreement
pursuant to the terms of this paragraph.
To
the
extent consistent with the foregoing, the Servicer shall also seek to maximize
the timely and complete recovery of principal and interest on the Mortgage
Notes. Subject only to the above-described servicing standards and the terms
of
this Agreement and of the respective Mortgage Loans, the Servicer shall have
full power and authority, acting alone or through Sub-Servicers as provided
in
Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, the Servicer in its own name
or in the name of a Sub-Servicer is hereby authorized and empowered by the
Trustee when the Servicer believes it appropriate in its best judgment in
accordance with the servicing standards set forth above, to execute and deliver,
on behalf of the Certificateholders and the Trustee, and upon notice to the
Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Servicer shall
service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to
be
provided to them thereby. The Servicer shall also comply in the performance
of
this Agreement with all reasonable rules and requirements of any standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
written request of the Servicer, and furnish to the Servicer and any
Sub-Servicer such documents as are necessary or appropriate to enable the
Servicer or any Sub-Servicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to the Servicer a power of
attorney to carry out such duties. The Trustee shall not be liable for the
actions of the Servicer or any Sub-Servicers under such powers of
attorney.
In
accordance with the standards of the preceding paragraph, the Servicer shall
advance or cause to be advanced funds as necessary for the purpose of effecting
the timely payment of taxes and assessments on the Mortgaged Properties, which
advances shall be Servicing Advances reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.09, and further
as
provided in Section 3.11. Any cost incurred by the Servicer or by Sub-Servicers
in effecting the timely payment of taxes and assessments on a Mortgaged Property
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit provided,
however, that (subject to Section 3.07) the Servicer may capitalize the amount
of any Servicing Advances incurred pursuant to this Section 3.01 in connection
with the modification of a Mortgage Loan.
The
Servicer further is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan
on
the MERS System, or cause the removal from the registration of any Mortgage
Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses (i) incurred as a result of
MERS
discontinuing or becoming unable to continue operations in connection with
the
MERS System or (ii) if the affected Mortgage Loan is in default or, in the
judgment of the Servicer, such default is reasonably foreseeable, incurred
in
connection with the actions described in the preceding sentence, shall be
subject to withdrawal by the Servicer from the Collection Account.
Notwithstanding
anything in this Agreement to the contrary, the Servicer may not make any future
advances with respect to a Mortgage Loan (except as provided in Section 4.03)
and the Servicer shall not (i) permit any modification with respect to any
Mortgage Loan (except with respect to a Mortgage Loan that is in default or,
in
the judgment of the Servicer, such default is reasonably foreseeable) that
would
change the Mortgage Rate, reduce or increase the principal balance (except
for
reductions resulting from actual payments of principal) or change the final
maturity date on such Mortgage Loan or (ii) permit any modification, waiver
or
amendment of any term of any Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
(or
final, temporary or proposed Treasury regulations promulgated thereunder) and
(B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the
imposition of any tax on “prohibited transactions” or “contributions after the
startup date” under the REMIC Provisions.
The
Servicer may delegate its responsibilities under this Agreement; provided,
however, that no such delegation shall release the Servicer from the
responsibilities or liabilities arising under this Agreement.
SECTION
3.02 Sub-Servicing
Agreements Between the Servicer and Sub-Servicers.
(a) The
Servicer may enter into Sub-Servicing Agreements (provided that such agreements
would not result in a withdrawal or a downgrading by the Rating Agencies of
the
rating on any Class of Certificates) with Sub-Servicers, for the servicing
and
administration of the Mortgage Loans; provided, however, such sub-servicing
arrangement and the terms of the related Sub-Servicing Agreement must provide
for the servicing of Mortgage Loans in a manner consistent with the servicing
arrangement contemplated hereunder.
(b) Each
Sub-Servicer shall be (i) authorized to transact business in the state or states
in which the related Mortgaged Properties it is to service are situated, if
and
to the extent required by applicable law to enable the Sub-Servicer to perform
its obligations hereunder and under the Sub-Servicing Agreement and (ii) a
Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing
Agreement must impose on the Sub-Servicer requirements conforming to the
provisions set forth in Section 3.08 and provide for servicing of the Mortgage
Loans consistent with the terms of this Agreement. The Servicer will examine
each Sub-Servicing Agreement and will be familiar with the terms thereof. The
terms of any Sub-Servicing Agreement will not be inconsistent with any of the
provisions of this Agreement. The Servicer and the Sub-Servicers may enter
into
and make amendments to the Sub-Servicing Agreements or enter into different
forms of Sub-Servicing Agreements; provided, however, that any such amendments
or different forms shall be consistent with and not violate the provisions
of
this Agreement, and that no such amendment or different form shall be made
or
entered into which could be reasonably expected to be materially adverse to
the
interests of the Certificateholders, without the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any variation
without the consent of the Holders of Certificates entitled to at least 66%
of
the Voting Rights from the provisions set forth in Section 3.08 relating to
insurance or priority requirements of Sub-Servicing Accounts, or credits and
charges to the Sub- Servicing Accounts or the timing and amount of remittances
by the Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent
with this Agreement and therefore prohibited. The Servicer shall deliver to
the
Trustee and the Trust Administrator copies of all Sub-Servicing Agreements,
and
any amendments or modifications thereof, promptly upon the Servicer’s execution
and delivery of such instruments.
(c) As
part
of its servicing activities hereunder, the Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit of the Trustee
and the Certificateholders, shall enforce the obligations of each Sub-Servicer
under the related Sub-Servicing Agreement, including, without limitation, any
obligation to make advances in respect of delinquent payments as required by
a
Sub-Servicing Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in such
form
and carried out to such an extent and at such time as the Servicer, in its
good
faith business judgment, would require were it the owner of the related Mortgage
Loans. The Servicer shall pay the costs of such enforcement at its own expense,
and shall be reimbursed therefor only (i) from a general recovery resulting
from
such enforcement, to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans, or (ii) from a specific recovery
of costs, expenses or attorneys’ fees against the party against whom such
enforcement is directed.
SECTION
3.03 Successor
Sub-Servicers.
The
Servicer shall be entitled to terminate any Sub-Servicing Agreement and the
rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer, and
the Servicer either shall service directly the related Mortgage Loans or shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Trustee or the Trust Administrator without fee,
in
accordance with the terms of this Agreement, in the event that the Servicer
shall, for any reason, no longer be the Servicer (including termination due
to a
Servicer Event of Default).
SECTION
3.04 Liability
of the Servicer.
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Servicer and a Sub-Servicer or reference
to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trustee and the Certificateholders for
the
servicing and administering of the Mortgage Loans in accordance with the
provisions of Section 3.01 without diminution of such obligation or liability
by
virtue of such Sub-Servicing Agreements or arrangements or by virtue of
indemnification from the Sub-Servicer and to the same extent and under the
same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
with a Sub- Servicer for indemnification of the Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify
such
indemnification.
SECTION
3.05 No
Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator
or Certificateholders.
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
and the Trustee, the Trust Administrator and the Certificateholders shall not
be
deemed parties thereto and shall have no claims, rights, obligations, duties
or
liabilities with respect to the Sub-Servicer except as set forth in Section
3.06. The Servicer shall be solely liable for all fees owed by it to any
Sub-Servicer, irrespective of whether the Servicer’s compensation pursuant to
this Agreement is sufficient to pay such fees.
SECTION
3.06 Assumption
or Termination of Sub-Servicing Agreements by Trust Administrator.
In
the
event the Servicer shall for any reason no longer be the servicer (including
by
reason of the occurrence of a Servicer Event of Default), the Trust
Administrator or its designee shall thereupon assume all of the rights and
obligations of the Servicer under each Sub-Servicing Agreement that the Servicer
may have entered into, unless the Trust Administrator elects to terminate any
Sub-Servicing Agreement in accordance with its terms as provided in Section
3.03. Upon such assumption, the Trust Administrator, its designee or the
successor servicer for the Trust Administrator appointed pursuant to Section
7.02 shall be deemed, subject to Section 3.03, to have assumed all of the
Servicer’s interest therein and to have replaced the Servicer as a party to each
Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement
had been assigned to the assuming party, except that (i) the Servicer shall
not
thereby be relieved of any liability or obligations under any Sub-Servicing
Agreement and (ii) none of the Trust Administrator, its designee or any
successor Servicer shall be deemed to have assumed any liability or obligation
of the Servicer that arose before it ceased to be the Servicer.
The
Servicer at its expense shall, upon request of the Trust Administrator, deliver
to the assuming party all documents and records relating to each Sub-Servicing
Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by or on behalf of it, and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub- Servicing
Agreements to the assuming party.
SECTION
3.07 Collection
of Certain Mortgage Loan Payments.
The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Mortgage Loans, and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable insurance policies, follow such collection procedures as
it
would follow with respect to mortgage loans comparable to the Mortgage Loans
and
held for its own account. Consistent with the foregoing and the servicing
standards set forth in Section 3.01, the Servicer may in its discretion (i)
waive any late payment charge or, if applicable, penalty interest or (ii) extend
the due dates for Monthly Payments due on a Mortgage Note for a period of not
greater than 180 days; provided that any extension pursuant to clause (ii)
above
shall not affect the amortization schedule of any Mortgage Loan for purposes
of
any computation hereunder, except as provided below. In the event of any such
arrangement pursuant to clause (ii) above, the Servicer shall make timely
advances on such Mortgage Loan during such extension pursuant to Section 4.03
and in accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements. Notwithstanding the
foregoing, in the event that any Mortgage Loan is in default or, in the judgment
of the Servicer, such default is reasonably foreseeable, the Servicer,
consistent with the standards set forth in Section 3.01, may waive, modify
or
vary any term of such Mortgage Loan (including, 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, the Servicer shall not modify any Mortgage Loan in a manner
that would capitalize the amount of any unpaid Monthly Payments or tax or
insurance payments advanced by the Servicer on the Mortgagor’s behalf unless the
related Mortgagor shall have remitted an amount equal to a full Monthly Payment
(or, in the case of any Mortgage Loan subject to a forbearance plan or
bankruptcy plan, a full modified monthly payment under such plan) in each of
the
three calendar months immediately preceding the month of such
modification.
SECTION
3.08 Sub-Servicing
Accounts.
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the Sub-Servicing Account, in no event more than
two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation
to
the extent permitted by the Sub-Servicing Agreement. The Sub-Servicer shall
thereafter remit such proceeds to the Servicer for deposit in the Collection
Account not later than two Business Days after the deposit of such amounts
in
the Sub-Servicing Account. For purposes of this Agreement, the
Servicer shall be deemed to have received payments on the Mortgage Loans when
the Sub-Servicer receives such payments.
SECTION
3.09 Collection
of Taxes, Assessments 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, assessments, 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, assessments, 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) on each
Mortgage Loan;
(iii) all
Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
in
respect of any particular REO Property and amounts paid by the Servicer in
connection with a purchase of Mortgage Loans and REO Properties pursuant to
Section 9.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(v) any
amounts required to be deposited by the Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 9.01;
(vii) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;
and
(viii) all
Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans.
For
purposes of the immediately preceding sentence, the Cut-off Date with respect
to
any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption
fees (other than Prepayment Charges) need not be deposited by the Servicer
in
the Collection Account. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may
at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.
(b) On
behalf
of the Trust Fund, the Trust Administrator, as agent for the Trustee, shall
establish and maintain one or more separate, segregated trust accounts (such
account or accounts, the “Distribution Account”), held in trust for the benefit
of the Certificateholders. On behalf of the Trust Fund, the Servicer shall
deliver to the Trust Administrator in immediately available funds for deposit
in
the Distribution Account on 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 and the Trust
Administrator 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) [reserved];
(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); and
(xi) to
clear
and terminate the Collection Account pursuant to Section 9.01.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
shall provide written notification to the Trustee and the Trust Administrator,
on or prior to the next succeeding Servicer Remittance Date, upon making any
withdrawals from the Collection Account pursuant to subclause (vii)
above.
(b) The
Trust
Administrator shall, from time to time, make withdrawals from the Distribution
Account, for any of the following purposes, without priority:
(i) to
make
distributions to the Swap Account in accordance with Section 4.09;
(ii) to
make
distributions to Certificateholders in accordance with Section
4.01;
(iii) to
pay to
itself any interest income earned on funds deposited in the Distribution Account
pursuant to Section 3.12(c);
(iv) to
reimburse the Trust Administrator or the Trustee pursuant to Section
7.02;
(v) to
pay
any amounts in respect of taxes pursuant to 10.01(g)(iii);
(vi) to
pay
any Extraordinary Trust Fund Expenses;
(vii) 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);
(viii) to
pay
the Credit Risk Manager the Credit Risk Manager Fee; and
(ix) 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 lesser
of the current principal balance of such Mortgage Loan and 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, in each case in an amount not
less
than such amount as is necessary to avoid the application of any coinsurance
clause contained in the related hazard insurance policy. The Servicer shall
also
cause to be maintained fire and hazard insurance on each REO Property with
extended coverage as is customary in the area where the Mortgaged Property
is
located in an amount which is at least equal to the lesser of (i) the maximum
insurable value of the improvements which are a part of such property and (ii)
the outstanding principal balance of the related Mortgage Loan at the time
it
became an REO Property. The Servicer will comply in the performance of this
Agreement with all reasonable rules and requirements of each insurer under
any
such hazard policies. Any amounts to be collected by the Servicer under any
such
policies (other than amounts to be applied to the restoration or repair of
the
property subject to the related Mortgage or amounts to be released to the
Mortgagor in accordance with the procedures that the Servicer would follow
in
servicing loans held for its own account, subject to the terms and conditions
of
the related Mortgage and Mortgage Note) shall be deposited in the Collection
Account, subject to withdrawal pursuant to Section 3.11, if received in respect
of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to
Section 3.23, if received in respect of an REO Property. Any cost incurred
by
the Servicer in maintaining any such insurance shall not, for the purpose of
calculating distributions to Certificateholders, be added to the unpaid
principal balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit; provided, however, that the Servicer may
capitalize the amount of any Servicing Advances incurred pursuant to this
Section 3.14 in connection with the modification of a Mortgage Loan. It is
understood and agreed that no earthquake or other additional insurance is to
be
required of any Mortgagor other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property or REO Property is at
any time in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, the Servicer will cause
to be
maintained a flood insurance policy in respect thereof. Such flood insurance
shall be in an amount equal to the 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). 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 Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless
the Servicer, has obtained a waiver of such requirements from Xxxxxx Mae or
Xxxxxxx Mac. The Servicer shall each also maintain a fidelity bond in the form
and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac, unless
the Servicer, has obtained a waiver of such requirements from Xxxxxx Mae or
Xxxxxxx Mac. The Servicer shall be deemed to have complied with this provision
if an Affiliate of the Servicer, has such errors and omissions and fidelity
bond
coverage and, by the terms of such insurance policy or fidelity bond, the
coverage afforded thereunder extends to the Servicer. Any such errors and
omissions policy and fidelity bond shall by its terms not be cancelable without
thirty days’ prior written notice to the Trustee 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, 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;
provided, however, that the Servicer shall not use any procedure in selecting
Mortgage Loans to be repurchased which is materially adverse to the interests
of
the Certificateholders. 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 Custodian, on behalf
of
the Trustee, by a Request for Release in the form of Exhibit E (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 3.10 have been or will
be so deposited) of a Servicing Officer and shall request that the Custodian,
on
behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such
certification and request, the Custodian, on behalf of the Trustee, shall
release within two Business Days the related Mortgage File to the Servicer,
and
the Servicer is authorized to cause the removal from the registration on the
MERS® System of any such Mortgage, if applicable, and to execute and deliver, on
behalf of the Trustee and the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation or of partial or full
release. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Collection
Account or the Distribution Account.
The
Trustee (or the Custodian on its behalf) shall, at the written request and
expense of any Certificateholder, provide a written report to such
Certificateholder of all Mortgage Files released to the Servicer for servicing
purposes.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the Custodian, on behalf of the Trustee, shall,
upon request of the Servicer and delivery to the Custodian and the Trustee
of a
Request for Release in the form of Exhibit E, release the related Mortgage
File
to the Servicer within two Business Days, and the Custodian, on behalf of the
Trustee, shall, at the direction of the Servicer, execute such documents as
shall be necessary to the prosecution of any such proceedings. Such Request
for
Release shall obligate the Servicer to return each and every document previously
requested from the Mortgage File to the Custodian when the need therefor by
the
Servicer no longer exists, unless the Mortgage Loan has been liquidated and
the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Collection Account or the Mortgage File or such document has been delivered
to
an attorney, or to a public trustee or other public official as required by
law,
for purposes of initiating or pursuing legal action or other proceedings for
the
foreclosure of the Mortgaged Property either judicially or non-judicially,
and
the Servicer has delivered to the Custodian, on behalf of the Trustee, a
certificate of a Servicing Officer certifying as to the name and address of
the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that
are
required to be deposited into the Collection Account have been so deposited,
or
that such Mortgage Loan has become an REO Property, a copy of the Request for
Release shall be released by the Custodian, on behalf of the Trustee, to the
Servicer.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Servicer any court pleadings, requests for trustee’s sale or
other documents reasonably necessary to the foreclosure or trustee’s sale in
respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
a
deficiency judgment, or to enforce any other remedies or rights provided by
the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each
such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee’s sale.
SECTION
3.18 Servicing
Compensation.
As
compensation for the activities of the Servicer hereunder, the Servicer shall
be
entitled to the Servicing Fee with respect to each Mortgage Loan payable solely
from payments of interest in respect of such Mortgage Loan, subject to Section
3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing
Fees out of Insurance Proceeds or Liquidation Proceeds to the extent permitted
by Section 3.11(a)(iii)(A) and out of amounts derived from the operation and
sale of an REO Property to the extent permitted by Section 3.23. The right
to
receive the Servicing Fee may not be transferred in whole or in part except
in
connection with the transfer of all of the Servicer’s responsibilities and
obligations under this Agreement.
Additional
servicing compensation in the form of assumption fees, late payment charges
and
other similar fees and charges (other than Prepayment Charges) shall be retained
by the Servicer (subject to Section 3.24) only to the extent such fees or
charges are received by the Servicer. The Servicer shall also be entitled
pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and
pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.12 and Section 3.24. The Servicer shall be required to
pay
all expenses incurred by it in connection with its servicing activities
hereunder (including premiums for the insurance required by Section 3.14, to
the
extent such premiums are not paid by the related Mortgagors or by a
Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent
provided herein in Section 8.05, the fees and expenses of the Trustee and the
Trust Administrator) and shall not be entitled to reimbursement therefor except
as specifically provided herein.
SECTION
3.19 Reports
to the Trust Administrator; Collection Account Statements.
Not
later
than fifteen days after each Distribution Date, the Servicer shall forward
to
the Trust Administrator, upon the request of the Trust Administrator, 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. Copies of such
statement shall be provided by the Trust Administrator to any Certificateholder
and to any Person identified to the Trust Administrator as a prospective
transferee of a Certificate, upon the request and at the expense of the
requesting party, provided such statement is delivered by the Servicer to the
Trust Administrator.
SECTION
3.20 Statement
as to Compliance.
The
Servicer shall deliver to the Trust Administrator, on or before March 15th of each
calendar
year beginning in 2008, an Officers’ Certificate (an “Annual Statement of
Compliance”) stating, as to each signatory thereof, that (i) a review of 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 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
the
Servicer cannot deliver the related Annual Statement of Compliance by March
15th
of such year, the Trust Administrator, at its sole option, may permit a cure
period for the Servicer to deliver such Annual Statement of Compliance, but
in
no event later than March 20th of such year.
Failure
of the Servicer to timely comply with this Section 3.20, which continues
unremedied for ten (10) calendar days after the date on which the Annual
Statement of Compliance was required to be delivered, shall be deemed an 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 supersede 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 upon a breach of the Servicer’s obligations under this
Section 3.20.
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). The Servicer shall deliver to the Trust Administrator on or
before March 1st of each
calendar
year beginning in 2008, 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 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
the
Servicer cannot deliver any Assessment of Compliance or Attestation Report
by
March 1st of
such year, the Trust Administrator, at its sole option, may permit a cure period
for the Servicer to deliver such Assessment of Compliance or Attestation Report,
but in no event later than March 15th of such
year.
Failure
of the Servicer to timely comply with this Section 3.21 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
supersede 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 upon a breach of the Servicer’s obligations, as
applicable, under this Section 3.21.
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 for purposes of 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
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:
(v) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(vi) 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;
(vii) 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
(viii) the
Servicer shall be obligated with respect thereto to the same extent as if it
alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed by it
to
any such Independent Contractor, irrespective of whether the Servicer’s
compensation pursuant to Section 3.18 is sufficient to pay such
fees.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Servicer may
from time to time make withdrawals from the REO Account for any REO Property:
(i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the
related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
unreimbursed Servicing Advances and P&I Advances made in respect of such REO
Property or the related Mortgage Loan. Any income from the related
REO Property received during any calendar months prior to a Final Recovery
Determination, net of any withdrawals made pursuant to Section 3.23(c) or this
Section 3.23(d), shall be withdrawn by the Servicer from each REO Account
maintained by it and remitted to the Trust Administrator for deposit into the
Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer
Remittance Date relating to a Final Recovery Determination with respect to
such
Mortgage Loan, for distribution on the related Distribution Date in accordance
with Section 4.01.
(e) Subject
to the time constraints set forth in Section 3.23(a), and further subject to
obtaining the approval of the insurer under any related Primary Mortgage
Insurance Policy (if and to the extent that such approvals are necessary to
make
claims under such policies in respect of the affected REO Property), each REO
Disposition shall be carried out by the Servicer at such price and upon such
terms and conditions as the Servicer shall deem necessary or advisable, as
shall
be normal and usual in its general servicing activities for similar
properties.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any payment
or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
be
remitted to the Trust Administrator for deposit in the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the
month
following the receipt thereof for distribution on the related Distribution
Date
in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day
allow
a sale for other consideration).
(g) The
Servicer shall file information returns with respect to the receipt of mortgage
interest received in a trade or business, reports of foreclosures and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
SECTION
3.24 Obligations
of the Servicer in Respect of Prepayment Interest Shortfalls.
The
Servicer shall deliver to the Trust Administrator for deposit into the
Distribution Account on the Servicer Remittance Date from its own funds (or
from
a Sub-Servicer’s own funds received by the Servicer in respect of Compensating
Interest) an amount equal to the lesser of (i) the aggregate of the Prepayment
Interest Shortfalls for the related Distribution Date resulting from full or
partial Principal Prepayments during the related Prepayment Period and (ii)
the
applicable Compensating Interest Payment.
SECTION
3.25 Obligations
of the Servicer in Respect of Monthly Payments.
In
the
event that a shortfall in any collection on or liability with respect to any
Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
Monthly Payments or Stated Principal Balances that were made by the Servicer
in
a manner not consistent with the terms of the related Mortgage Note and this
Agreement, the Servicer, upon discovery or receipt of notice thereof,
immediately shall deliver to the Trust Administrator for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Trust
Administrator, the Depositor and any successor servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement. If amounts paid by the Servicer with respect to any
Mortgage Loan pursuant to this Section 3.25 are subsequently recovered from
the
related Mortgagor, the Servicer shall be permitted to reimburse itself for
such
amounts paid by it pursuant to this Section 3.25 from such
recoveries.
SECTION
3.26 Advance
Facility.
(a) Either
(i) the Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund,
with the consent of and at the direction of the Servicer, is hereby authorized
to enter into a facility with any Person which provides that such Person (an
“Advancing Person”) may fund P&I Advances and/or Servicing Advances to the
Trust Fund under this Agreement, although no such facility shall reduce or
otherwise affect the Servicer’s obligation to fund such P&I Advances and/or
Servicing Advances. If the Servicer enters into such an Advance
Facility pursuant to this Section 3.26, upon reasonable request of the Advancing
Person, the Trust Administrator shall execute a letter of acknowledgment,
confirming its receipt of notice of the existence of such Advance
Facility. If the Trust Administrator enters into such an Advance
Facility pursuant to this Section 3.26, the Servicer shall also be a party
to
such Advance Facility. To the extent that an Advancing Person funds
any P&I Advance or any Servicing Advance and provides the Trust
Administrator with notice acknowledged by the Servicer that such Advancing
Person is entitled to reimbursement, such Advancing Person shall be entitled
to
receive reimbursement pursuant to this Agreement for such amount to the extent
provided in Section 3.26(b). Such notice from the Advancing Person
must specify the amount of the reimbursement, the Section of this Agreement
that
permits the applicable P&I Advance or Servicing Advance to be reimbursed and
the section(s) of the Advance Facility that entitle the Advancing Person to
request reimbursement from the Trust Administrator, rather than the Servicer,
and include the Servicer’s acknowledgment thereto or proof of an Event of
Default under the Advance Facility. The Trust Administrator shall
have no duty or liability with respect to any calculation of any reimbursement
to be paid to an Advancing Person and shall be entitled to rely without
independent investigation on the Advancing Person’s notice provided pursuant to
this Section 3.26. An Advancing Person whose obligations hereunder are limited
to the funding of P&I Advances and/or Servicing Advances shall not be
required to meet the qualifications of a Servicer or a Sub-Servicer pursuant
to
Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this
Agreement.
(b) If
an
advancing facility is entered into, then the Servicer shall not be permitted
to
reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and
Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead
the
Servicer shall include such amounts in the applicable remittance to the Trust
Administrator made pursuant to Section 3.11(a). The Trust
Administrator is hereby authorized to pay to the Advancing Person,
reimbursements for P&I Advances and Servicing Advances from the Distribution
Account to the same extent the Servicer would have been permitted to reimburse
itself for such P&I Advances and/or Servicing Advances in accordance with
Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case
may be, had the Servicer itself funded such P&I Advance or Servicing
Advance. The Trust Administrator is hereby authorized to pay directly
to the Advancing Person such portion of the Servicing Fee as the parties to
any
advancing facility agree in writing.
(c) All
P&I Advances and Servicing Advances made pursuant to the terms of this
Agreement shall be deemed made and shall be reimbursed on a “first in-first out”
(FIFO) basis.
(d) Any
amendment to this Section 3.26 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advance Facility
as
described generally in this Section 3.26, including amendments to add provisions
relating to a successor servicer, may be entered into by the Trustee, the Trust
Administrator and the Servicer without the consent of any Certificateholder,
notwithstanding anything to the contrary in this Agreement.
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
SECTION
4.01 Distributions.
(a) (1) On
each Distribution Date, the Trust Administrator shall, first, withdraw from
the
Distribution Account an amount equal to the Credit Risk Manager Fee for such
Distribution Date and shall pay such amount to the Credit Risk Manager and,
second, withdraw from the Distribution Account an amount equal to the Available
Distribution Amount for such Distribution Date and shall distribute the
following amounts, in the following order of priority:
(I) On
each
Distribution Date, the Interest Remittance Amount shall be distributed to the
Certificateholders in the following order of priority:
(ii) concurrently,
to the Holders of the Class A Certificates, on a pro rata basis based
on the entitlement of each such Class, the Senior Interest Distribution Amount
related to such Certificates; and
(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, Class M-10 and Class M-11 Certificates, in that
order, in an amount equal to the Interest Distribution Amount for each such
Class.
(2)(I) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event is in effect, the Principal Distribution Amount shall be distributed
in
the following order of priority:
(i) to
the
Holders of the Class A Certificates (allocated among the Classes of Class A
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) sequentially,
to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates, in that order, in each case, until the Certificate Principal
Balance of such Class has been reduced to zero.
(II) On
each Distribution Date (a) on or after the Stepdown Date and (b) on which a
Trigger Event is not in effect, the Principal Distribution Amount shall be
distributed in the following order of priority:
(i) to
the
Holders of the Class A Certificates (allocated among the Classes of Class A
Certificates in the priority described in Section 4.01(a)(4) below), the Senior
Principal Distribution Amount, until the Certificate Principal Balances of
such
Classes have been reduced to zero;
(ii) to
the
Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(iii) to
the
Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(iv) to
the
Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(v) to
the
Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(vi) 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;
(vii) 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;
(viii) 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;
(ix) 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;
(x) 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;
(xi) 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; and
(xii) to
the
Holders of the Class M-11 Certificates, the Class M-11 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero.
(3) On
each Distribution Date, the Net Monthly Excess Cashflow shall be distributed
by
the Trust Administrator as follows:
(i) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to the
Overcollateralization Increase Amount for the Certificates, distributable as
part of the Principal Distribution Amount;
(ii) sequentially,
to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates, in that order, in each case, in an amount equal to the Interest
Carry Forward Amount allocable to such Class of Certificates;
(iii) sequentially
to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
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;
(v) to
reimburse the 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
Interest Rate Swap Provider, any Swap Termination Payments resulting from a
Swap
Provider Trigger Event;
(vii) 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
(viii) 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 Class A Certificates, all principal distributions will be
distributed sequentially, to the Class A-1 Certificates, the Class A-2
Certificates and the Class A-3 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 Reserve Fund and 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-1 Certificates, the Class A-2
Certificates and the Class A-3 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, Class M-10 and Class M-11 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 shall distribute the amount on deposit in the Cap Account (other
than any termination payments received under the Interest Rate Cap Agreement
not
related to an optional termination of the Trust) as follows:
(i) concurrently,
to each Class of Class A Certificates, the related Senior Interest Distribution
Amount remaining undistributed, on a pro rata basis based on such
respective remaining Senior Interest Distribution Amount;
(ii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Interest Distribution Amount, to the extent remaining
undistributed;
(iii) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any remaining
Overcollateralization Increase Amount;
(iv) to
the
Reserve Fund, until the amount on deposit therein is equal to the Reserve Fund
Target for such Distribution Date;
(v) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Interest Carry Forward Amount, to the extent remaining
undistributed;
(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, Class M-10 and Class M-11 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;
(vii) concurrently,
to each Class of Class A Certificates, the Net WAC Rate Carryover Amount
remaining undistributed, 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
(viii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Net WAC Rate Carryover Amount remaining
undistributed.
Notwithstanding
the foregoing, the aggregate amount distributed under clause (iii) above on
such
Distribution Date, when added to the cumulative amount distributed under clause
(iii) above on all prior Distribution Dates, shall not exceed the cumulative
amount of Realized Losses incurred on the Mortgage Loans since the Cut-off
Date
through the last day of the related Prepayment Period (reduced by the aggregate
amount of Subsequent Recoveries received since the Cut-off Date through the
last
day of the related Prepayment Period).
(7) On
or before each Distribution Date, Net Swap Payments (whether payable to the
Swap
Provider or to the Supplemental Interest Trust Trustee), any Swap Termination
Payment owed to the Swap Provider not resulting from a Swap Provider Trigger
Event pursuant to the Interest Rate Swap Agreement and any Swap Termination
Payments owed to the Supplemental Interest Trust Trustee will be deposited
by
the Supplemental Interest Trust Trustee into the Swap Account. On
each Distribution Date, the Trust Administrator shall withdraw from amounts
on
deposit in the Swap Account (other than amounts representing Swap Termination
Payments received by the Supplemental Interest Trust Trustee or Net Swap
Payments received by the Supplemental Interest Trust Trustee) prior to any
distribution to any Certificates and pay as follows:
(i) to
the
Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement for such Distribution Date;
(ii) to
the
Swap Provider, any Swap Termination Payment owed to the Swap Provider not due
to
a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement
and
to the extent not paid by the Trust Administrator (in its capacity as
Supplemental Interest Trust Trustee) from any upfront payment received pursuant
to any replacement interest rate swap agreement;
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
shall
distribute the amount on deposit in the Swap Account as follows:
(i) concurrently,
to each Class of Class A Certificates, the related Senior Interest Distribution
Amount remaining undistributed, on a pro rata basis based on such
respective remaining Senior Interest Distribution Amount;
(ii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Interest Distribution Amount, to the extent remaining
undistributed;
(iii) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any remaining
Overcollateralization Increase Amount;
(iv) to
the
Reserve Fund, until the amount on deposit therein is equal to the Reserve Fund
Target for such Distribution Date;
(v) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Interest Carry Forward Amount, to the extent remaining
undistributed;
(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, Class M-10 and Class M-11 Certificates, in that
order, in each case up to the Allocated Realized Loss Amount related to such
Certificates for such Distribution Date remaining undistributed;
(vii) concurrently,
to each Class of Class A Certificates, the related Net WAC Rate Carryover Amount
remaining undistributed, 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
(viii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Net WAC Rate Carryover Amount; and
(ix) to
the
Class CE Certificates.
Notwithstanding
the foregoing, the aggregate amount distributed under clause (iii) above on
such
Distribution Date, when added to the cumulative amount distributed under clause
(iii) above on all prior Distribution Dates, shall not exceed the cumulative
amount of Realized Losses incurred on the Mortgage Loans since the Cut-off
Date
through the last day of the related Prepayment Period (reduced by the aggregate
amount of Subsequent Recoveries received since the Cut-off Date through the
last
day of the related Prepayment Period).
(8)
On each Distribution Date, to the extent that the amount remaining on deposit
in
the Reserve Fund exceeds the Reserve Fund Target for such Distribution Date,
the
Trust Administrator will withdraw the excess amount and distribute such amount
in the following order of priority:
(i) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Interest Distribution Amount and Interest Carry Forward
Amount, to the extent remaining undistributed;
(ii) sequentially
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 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;
(iii) concurrently,
to each class of Class A Certificates, the related Net WAC Rate Carryover
Amount, to the extent remaining undistributed, 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 Net WAC Rate Carryover Amounts
remaining;
(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, Class M-10 and Class M-11 Certificates, in that
order, the related Net WAC Rate Carryover Amount, to the extent remaining
undistributed; and
(v) any
remaining amout to the holders of the Class CE Certificates.
(9) 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 and distributed to the holders of the Class R Certificates
(in
respect of the Class R-I Interest), as the case may be:
(i) to
Holders of REMIC I Regular Interest I and REMIC I Regular Interest I-1-A through
I-49-B, pro rata, in an amount equal to (A) Uncertificated Interest for
such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts
payable in respect thereof remaining unpaid from previous Distribution Dates;
and
(ii) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
above, payments of principal shall be allocated first, to REMIC I Regular
Interest I, then to REMIC I Regular interests I-1-A through I-49-B starting
with
the lowest numerical denomination until the Uncertificated Balance of each
such
REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular
Interests with the same numerical denomination, such payments of principal
shall
be allocated pro rata between such REMIC I Regular
Interests.
(10) On
each Distribution Date, the following amounts, in the following order of
priority, shall be distributed by REMIC II to REMIC III on account of the REMIC
II Regular Interests or withdrawn from the Distribution Account and distributed
to the holders of the Class R-II Interest, as the case may be:
(i) first,
to
the Holders of REMIC II Regular Interest LTIO, in an amount equal to (A)
Uncertificated Interest for such REMIC II Regular Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates and second, to Holders of REMIC II Regular Interest LTAA,
REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular
Interest LTA3, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular
Interest LTM10, REMIC II Regular Interest LTZZ and REMIC II Regular Interest
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 II Regular Interest LTZZ shall be reduced when the sum of
the
REMIC II Overcollateralized Amount is less than the REMIC II Required
Overcollateralized Amount, by the lesser of (x) the amount of such difference
and (y) the Maximum LTZZ Uncertificated Interest Deferral Amount and such
amounts will be payable to the Holders of REMIC II Regular Interest LTA1, REMIC
II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular
Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3,
REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular
Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8,
REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10 and REMIC II
Regular Interest LTM11, in the same proportion as the Overcollateralization
Increase Amount is allocated to the Corresponding Certificates and the
Uncertificated Balance of REMIC II Regular Interest LTZZ shall be increased
by
such amount; and
(ii) to
the
Holders of REMIC II Regular Interests, in an amount equal to the remainder
of
the Available Distribution Amount for such Distribution Date after the
distributions made pursuant to clause (i) above, allocated as
follows:
(a) 98.00%
of such remainder to the Holders of REMIC II Regular Interest LTAA, until the
Uncertificated Balance of such REMIC II Regular Interest is reduced to
zero;
(b) 2.00%
of such remainder first, to the Holders of REMIC II Regular Interest LTA1,
REMIC
II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular
Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3,
REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular
Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8,
REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10 and REMIC II
Regular Interest LTM11, and in the same proportion as principal payments are
allocated to the Corresponding Certificates, until the Uncertificated Balances
of such REMIC II Regular Interests are reduced to zero and second, to the
Holders of REMIC II Regular Interest LTZZ, until the Uncertificated Balance
of
such REMIC II Regular Interest is reduced to zero;
(c) to
the Holders of REMIC II Regular Interest LTP, on the Distribution Date
immediately following the expiration of the latest Prepayment Charge as
identified on the Prepayment Charge Schedule or any Distribution Date thereafter
until $100 has been distributed pursuant to this clause; and
(d) any
remaining amount to the Holders of the Class R Certificates (as Holder of the
Class R-II Interest);
provided,
however, that 98.00% and 2.00% of any principal payments that are attributable
to an Overcollateralization Reduction Amount shall be allocated to Holders
of
REMIC II Regular Interest LTAA and REMIC II Regular Interest LTZZ,
respectively.
(b) On
each
Distribution Date, the Trust Administrator shall withdraw any amounts then
on
deposit in the Distribution Account that represent Prepayment Charges collected
by the Servicer or any Sub-Servicer 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 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
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, 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 in respect
of
which (a) one monthly payment is delinquent, (b) two monthly payments are
delinquent, (c) three monthly payments are delinquent and (d) foreclosure
proceedings have begun, calculated in accordance with the OTS
method;
(viii) 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 and the Realized Loss Percentage;
(x) 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 Servicer 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, unless otherwise set forth in the Form 10-D relating to such
distribution date, material modifications, extensions or waivers to mortgage
loan terms, fees, penalties or payments during the preceding calendar month
or
that have become material over time;
(xxviii) payments,
if any, made under the Interest Rate Cap Agreement and the amount distributed
to
the Floating Rate Certificates from payments made under the Interest Rate Cap
Agreement;
(xxix) the
amount of any Net Swap Payments or Swap Termination Payments and the
Significance Percentage for such Distribution Date; and
(xxx) the
applicable Record Dates, Interest Accrual Periods and Determination Dates for
calculating distributions 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 (the “OTS Method”). The
Servicer hereby represents and warrants to the Depositor that the Servicer
is
not subject to any delinquency recognition policy established by its primary
safety and soundness regulator.
The
Trust
Administrator shall make available on its website to each Person (and the
Trustee) who at any time during the calendar year was a Holder of a Regular
Certificate, the statements containing the information set forth in subclauses
(i) through (iii) above. 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.
In
addition, the Trust Administrator will report on Form 10-D any material breaches
of representations and warranties regarding the Mortgage Loans to the extent
actually known to a Responsible Officer of the Trust Administrator, in a format
that is mutually agreeable to the Depositor and the Trust
Administrator.
On
each
Distribution Date, the Trust Administrator shall make available to the
Depositor, each Holder of a Residual Certificate, the Trustee, the Servicer
and
the Credit Risk Manager, a copy of the reports forwarded to the Regular
Certificateholders on such Distribution Date and a statement setting forth
the
amounts, if any, actually distributed with respect to the Residual Certificates,
respectively, on such Distribution Date.
The
Trust
Administrator shall furnish to the Holders of the Residual Certificates the
applicable Form 1066 and each applicable Form 1066Q as required by the Code.
Additionally, the Trust Administrator shall make available on its website to
each Person (and the Trustee) who at any time during the calendar year was
a
Holder of a Residual Certificate certain statements setting forth information
set forth in clauses (i) through (xxx) above. 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
Servicer.
On
each
Distribution Date, the Trust Administrator shall provide Bloomberg Financial
Markets, L.P. (“Bloomberg”) on its website (1) CUSIP level factors for each
class of Certificates as of such Distribution Date and (2) the number and
aggregate unpaid principal balance of Mortgage Loans that are (a) delinquent
30
to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in
each
case, as of the last day of the preceding calendar month, (d) as to which
foreclosure proceedings have been commenced and (e) with respect to which the
related Mortgagor has filed for protection under applicable bankruptcy laws,
with respect to whom bankruptcy proceedings are pending or with respect to
whom
bankruptcy protection is in force, in each case using a format and media
mutually acceptable to the Trust Administrator and Bloomberg.
For
each
Distribution Date, through and including the Distribution Date in December
2007,
the Trust Administrator shall calculate the Significance Percentage of the
Interest Rate Cap Agreement and the Interest Rate Swap Agreement. If
on any such Distribution Date, the Significance Percentage of the Interest
Rate
Cap Agreement or the Interest Rate Swap Agreement, respectively, 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 Interest Rate
Cap
Provider or the Interest Rate Swap Provider, respectively, as required by Item
1115 of Regulation AB.
SECTION
4.03 Remittance
Reports; P&I Advances.
(a) No
later
than the Servicer Remittance Date, the Servicer shall deliver to the Trust
Administrator, in a mutually agreed upon electronic format (or by such other
means as the 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 Servicer, 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. Neither
the
Trustee nor the Trust Administrator shall be responsible to recompute,
recalculate or verify any information provided to it by the
Servicer.
(b) With
respect to any Mortgage Loan on which a Monthly Payment was due during the
related Due Period and delinquent on the related Determination Date, the amount
of the Servicer's Advance will be 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. 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.
On
the
Servicer Remittance Date, the Servicer shall remit in immediately available
funds to the Trust Administrator for deposit in the Distribution Account an
amount equal to the aggregate amount of P&I Advances, if any, to be made in
respect of the Mortgage Loans for the related Distribution Date either (i)
from
its own funds or (ii) from the Collection Account, to the extent of funds held
therein for future distribution (in which case it will cause to be made an
appropriate entry in the records of the Collection Account that amounts held
for
future distribution have been, as permitted by this Section 4.03, used by the
Servicer in discharge of any such P&I Advance) or (iii) in the form of any
combination of (i) and (ii) aggregating the total amount of P&I Advances to
be made by the Servicer with respect to the Mortgage Loans. Any
amounts held for future distribution used by the Servicer to make a P&I
Advance as permitted in the preceding sentence shall be appropriately reflected
in the Servicer’s records and replaced by the Servicer by deposit in the
Collection Account on or before any future Servicer Remittance Date to the
extent that the Available Distribution Amount for the related Distribution
Date
(determined without regard to P&I Advances to be made on the Servicer
Remittance Date) shall be less than the total amount that would be distributed
to the Certificateholders pursuant to Section 4.01 on such Distribution Date
if
such amounts held for future distributions had not been so used to make P&I
Advances. The Trust Administrator will provide notice to the Servicer by
telecopy by the close of business on the Business Day prior to the Distribution
Date in the event that the amount remitted by the Servicer to the Trust
Administrator on such date is less than the P&I Advances required to be made
by the Servicer for the related Distribution Date.
(c) The
obligation of the Servicer to make such P&I Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to (d) below,
and, with respect to any Mortgage Loan or REO Property, shall continue until
a
Final Recovery Determination in connection therewith or the removal thereof
from
the Trust Fund pursuant to any applicable provision of this Agreement, except
as
otherwise provided in this Section.
(d) Notwithstanding
anything herein to the contrary, no P&I Advance or Servicing Advance shall
be required to be made hereunder by the Servicer if such P&I Advance or
Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, respectively. The determination by the
Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable
Servicing Advance or that any proposed P&I Advance or Servicing Advance, if
made, would constitute a Nonrecoverable P&I Advance or Nonrecoverable
Servicing Advance, respectively, shall be evidenced by a certification of a
Servicing Officer delivered to the Trust Administrator (whereupon, upon receipt
of such certification, the Trust Administrator shall forward a copy of such
certification to the Depositor, the Trustee and the Credit Risk
Manager). Notwithstanding the foregoing, if following the application
of Liquidation Proceeds on any Mortgage Loan that was the subject of a Final
Recovery Determination, any Servicing Advance with respect to such Mortgage
Loan
shall remain unreimbursed to the Servicer, then without limiting the provisions
of Section 3.11(a), a certification of a Servicing Officer regarding such
Nonrecoverable Servicing Advance shall not be required to be delivered by the
Servicer to the Trust Administrator.
SECTION
4.04 Allocation
of Extraordinary Trust Fund Expenses and Realized Losses.
(a) Prior
to
each Distribution Date, the Servicer shall determine as to each Mortgage Loan
and REO Property: (i) the total amount of Realized Losses, if any, incurred
in
connection with any Final Recovery Determinations made during the related
Prepayment Period; (ii) whether and the extent to which such Realized Losses
constituted Bankruptcy Losses; and (iii) the respective portions of such
Realized Losses allocable to interest and allocable to
principal. Prior to each Distribution Date, the Servicer shall also
determine as to each Mortgage Loan: (A) the total amount of Realized Losses,
if
any, incurred in connection with any Deficient Valuations made during the
related Prepayment Period; and (B) the total amount of Realized Losses, if
any,
incurred in connection with Debt Service Reductions in respect of Monthly
Payments due during the related Due Period. The information described
in the two preceding sentences that is to be supplied by the Servicer shall
be
either included in the related Remittance Report or evidenced by an Officers’
Certificate delivered to the Trust Administrator and the Trustee by the Servicer
prior to the Determination Date immediately following the end of (x) in the
case
of Bankruptcy Losses allocable to interest, the Due Period during which any
such
Realized Loss was incurred, and (y) in the case of all other Realized Losses,
the Prepayment Period during which any such Realized Loss was
incurred.
(b) All
Realized Losses on the Mortgage Loans shall be allocated by the Trust
Administrator on each Distribution Date as follows: first, to the Interest
Distribution Amount for the Class CE Certificates for the related Interest
Accrual Period; second, to payments received under the Interest Rate Cap
Agreement and Net Swap Payments received under the Interest Rate Swap Agreement,
third to amounts on deposit in the Reserve Fund, fourth, to the Class CE
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fifth, to the Class M-11 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, sixth, to the Class M-10 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
seventh, to the Class M-9 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; eighth, to the Class M-8 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; ninth,
to
the Class M-7 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; tenth to the Class M-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; eleventh, to the Class
M-5
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; twelfth, to the Class M-4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; thirteenth, to the Class M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fourteenth, to the Class M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero and fifteenth, to the Class
M-1 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero.
All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
Any
allocation of Realized Losses to a Mezzanine Certificate on any Distribution
Date shall be made by reducing the Certificate Principal Balance thereof by
the
amount so allocated and any allocation of Realized Losses to a Class CE
Certificates shall be made by reducing the amount otherwise payable in respect
thereof pursuant to Section 4.01(a)(3). No allocations of any
Realized Losses shall be made to the Certificate Principal Balances of the
Class
A Certificates or the Class P Certificates.
(c) Realized
Losses on the Mortgage Loans shall be allocated on each Distribution Date to
REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-49-B, starting
with the lowest numerical denomination until such REMIC I Regular Interest
has
been reduced to zero, provided that, for REMIC I Regular Interests with the
same
numerical denomination, such Realized Losses shall be allocated pro
rata between such REMIC I Regular Interests.
(d) All
Realized Losses on the Mortgage Loans shall be allocated by the Trust
Administrator on each Distribution Date to the following REMIC II Regular
Interests in the specified percentages, as follows: first, to Uncertificated
Interest payable to the REMIC II Regular Interest LTAA and REMIC II Regular
Interest LTZZ up to an aggregate amount equal to the REMIC II Interest Loss
Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated
Balances of the REMIC II Regular Interest LTAA and REMIC II Regular Interest
LTZZ up to an aggregate amount equal to the REMIC II Principal Loss Allocation
Amount, 98% and 2%, respectively; third, to the Uncertificated Balances of
REMIC
II Regular Interest LTAA, REMIC II Regular Interest LTM11 and REMIC II Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of
REMIC II Regular Interest LTM11 has been reduced to zero; fourth, to the
Uncertificated Balances of REMIC II Regular Interest LTAA, REMIC II Regular
Interest LTM10 and REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC II Regular Interest LTM10 has been
reduced to zero; fifth, to the Uncertificated Balances of REMIC II Regular
Interest LTAA, REMIC II Regular Interest LTM9 and REMIC II Regular Interest
LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II
Regular Interest LTM9 has been reduced to zero; sixth, to the Uncertificated
Balances of REMIC II Regular Interest LTAA, REMIC II Regular Interest LTM8
and
REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest LTM8 has been reduced to
zero; seventh, to the Uncertificated Balances of REMIC II Regular Interest
LTAA,
REMIC II Regular Interest LTM7 and REMIC II Regular Interest LTZZ, 98%, 1%
and
1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest
LTM7 has been reduced to zero; eighth, to the Uncertificated Balances of REMIC
II Regular Interest LTAA, REMIC II Regular Interest LTM6 and REMIC II Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of
REMIC II Regular Interest LTM6 has been reduced to zero; ninth, to the
Uncertificated Balances of REMIC II Regular Interest LTAA, REMIC II Regular
Interest LTM5 and REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC II Regular Interest LTM5 has been
reduced to zero; tenth, to the Uncertificated Balances of REMIC II Regular
Interest LTAA, REMIC II Regular Interest LTM4 and REMIC II Regular Interest
LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II
Regular Interest LTM4 has been reduced to zero; eleventh, to the Uncertificated
Balances of REMIC II Regular Interest LTAA, REMIC II Regular Interest LTM3
and
REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest LTM3 has been reduced to
zero; twelfth, to the Uncertificated Balances of REMIC II Regular Interest
LTAA,
REMIC II Regular Interest LTM2 and REMIC II Regular Interest LTZZ, 98%, 1%
and
1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest
LTM2 has been reduced to zero and thirteenth, to the Uncertificated Balances
of
REMIC II Regular Interest LTAA, REMIC II Regular Interest LTM1 and REMIC II
Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC II Regular Interest LTM1 has been reduced to zero.
SECTION
4.05 Compliance
with Withholding Requirements.
Notwithstanding
any other provision of this Agreement, the Trust Administrator shall comply
with
all federal withholding requirements respecting payments to Certificateholders
of interest or original issue discount that the Trust Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders shall
not be required for such withholding. In the event the Trust Administrator
does
withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trust Administrator shall indicate the amount withheld to
such
Certificateholders.
SECTION
4.06 Net
WAC
Rate Carryover Reserve Account.
(a) No
later
than the Closing Date, the Trust Administrator shall establish and maintain
a
separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
Account, Citibank, N.A., as Trust Administrator, in trust for the registered
holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through
Certificates, Series 2007-WFHE3.” The Net WAC Rate Carryover Reserve
Account will be an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h).
(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(a)(5).
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
disregarded as an entity separate from the Holder of the Class CE Certificates
unless and until the date when either (a) there is more than one Class CE
Certificateholder or (b) any Class of Certificates in addition to the Class
CE
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case it
is
the intention of the parties hereto that, for federal and state income and
state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
treated as a partnership. If the Net WAC Rate Carryover Reserve
Account becomes characterized as a partnership for federal income tax purposes,
the Trust Administrator shall (i) obtain, or cause to be obtained, a taxpayer
identification number for the Net WAC Rate Carryover Reserve Account, (ii)
prepare and file, or cause to be prepared and filed, any necessary federal,
state or local tax returns for the Net WAC Rate Carryover Reserve Account and
(iii) prepare and provide to any requesting withholding agent, or cause to
be
prepared and provided to any requesting withholding agent, any necessary
withholding tax form. All amounts deposited into the Net WAC Rate
Carryover Reserve Account shall be treated as amounts distributed by REMIC
III
to the Holder of the Class CE Interest and by REMIC IV 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 shall be
assigned a value of zero.
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) 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 15, 2008 and (y) unless and until a
Form
15 Suspension Notice shall have been filed, prior to March 15 of each year
thereafter, the 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, 2008 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 15th of each
calendar
year prior to the filing deadline for the Form 10-K.
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, 2008 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.
The
Servicer shall be responsible for determining the pool concentration applicable
to any Sub-Servicer to which the 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 (in the form attached hereto
as Exhibit H-3) 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 and its officers, directors and Affiliates from and against any actual
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out
of
third party claims based upon (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) the 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) the Servicer agrees that it shall
contribute to the amount paid or payable by the Depositor as a result of the
losses, claims, damages or liabilities of the Depositor in such proportion
as is
appropriate to reflect the relative fault of the Depositor on the one hand
and
the Servicer on the other. Notwithstanding the foregoing, in no event shall
the
Trust Administrator be liable for any consequential, indirect or punitive
damages.
SECTION
4.08 Cap
Account
(a) No
later
than the Closing Date, the Trust Administrator shall establish and maintain
with
itself or the Cap Administrator, a separate, segregated trust account titled,
“Citibank, N.A., as Cap Trustee, in trust for the registered holders of
Citigroup Mortgage Loan Trust 2007-WFHE3, Asset-Backed Certificates, Series
2007-WFHE3—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
Interest Rate Cap Agreement, 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. If the Cap Account becomes
characterized as a partnership for federal income tax purposes, the Trust
Administrator shall (i) obtain, or cause to be obtained, a taxpayer
identification number for the Cap Account, (ii) prepare and file, or cause
to be
prepared and filed, any necessary federal, state or local tax returns for the
Cap Account and (iii) prepare and provide to any requesting withholding agent,
or cause to be prepared and provided to any requesting withholding agent, any
necessary withholding tax form. 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.
SECTION
4.09 Swap
Account.
(a) On
the
Closing Date, there is hereby established a separate trust (the “Supplemental
Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
Agreement. The Supplemental Interest Trust shall be maintained by the
Supplemental Interest Trust Trustee. No later than the Closing Date,
the Supplemental Interest Trust Trustee shall establish and maintain with the
Trust Administrator a separate, segregated trust account to be held in the
Supplemental Interest Trust, titled, “Swap Account, Citibank, N.A., as
Supplemental Trust Trustee, in trust for the registered holders of the Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series
2007-WFHE3.” Such account shall be an Eligible Account and funds on
deposit therein shall be held separate and apart from, and shall not be
commingled with, any other moneys, including, without limitation, other moneys
of the Trust Administrator held pursuant to this Agreement. Amounts
therein shall be held uninvested.
(b) Prior
to
any distribution to any Certificate, the Supplemental Interest Trust Trustee
or
the Trust Administrator on its behalf shall deposit into the Swap Account (for
distribution pursuant to Section 4.01(a)(7)): (i) the amount of any Net Swap
Payment or Swap Termination Payment (other than any Swap Termination Payment
resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap
Provider (after taking into account any upfront payment received from the
counterparty to a replacement interest rate swap agreement) from funds collected
and received with respect to the Mortgage Loans prior to the determination
of
the Available Distribution Amount. For federal income tax purposes, any amounts
paid to the Interest Rate Swap Provider shall first be deemed paid to the
Interest Rate Swap Provider in respect of REMIC VI Regular Interest SWAP IO
to
the extent of the amount distributable on REMIC VI Regular Interest SWAP IO
on
such Distribution Date, and any remaining amount shall be deemed paid to the
Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as
defined below).
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Supplemental Interest Trust 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 Supplemental Interest Trust 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 Supplemental Interest Trust be treated as a
partnership. If the Supplemental Interest Trust becomes characterized
as a partnership for federal income tax purposes, the Trust Administrator shall
(i) obtain, or cause to be obtained, a taxpayer identification number for the
Supplemental Interest Trust, (ii) prepare and file, or cause to be prepared
and
filed, any necessary federal, state or local tax returns for the Supplemental
Interest Trust and (iii) prepare and provide to any requesting withholding
agent, or cause to be prepared and provided to any requesting withholding agent,
any necessary withholding tax form. The Supplemental Interest Trust
will be an “outside reserve fund” within the meaning of Treasury Regulation
Section 1.860G-2(h).
(d) To
the
extent that the Supplemental Interest Trust is determined to be a separate
legal
entity from the Supplemental Interest Trust Trustee, any obligation of the
Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
shall
be deemed to be an obligation of the Supplemental Interest Trust.
(e) The
Trust
Administrator shall treat the Holders of Certificates (other than the Class
P,
Class CE, Class R and Class R-X Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class CE Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class CE, Class R and Class R-X Certificates) shall
be
treated as having agreed to pay, on each Distribution Date, to the Holder of
the
Class CE Certificates an aggregate amount equal to the excess, if any, of (i)
the amount payable on such Distribution Date on the REMIC III Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on
such
Class of Certificates on such Distribution Date (such excess, a “Class IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated pro rata among such Certificates based on the
excess of (a) the amount of interest otherwise payable to such Certificates
over
(ii) the amount of interest payable to such Certificates at a per annum rate
equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount
payable from principal collections shall be allocated to the most subordinate
Class of Certificates with an outstanding principal balance to the extent of
such balance. In addition, pursuant to such notional principal contract, the
Holder of the Class CE Certificates shall be treated as having agreed to pay
Net
WAC Rate Carryover Amounts to the Holders of the Certificates (other than the
Class CE, Class P, Class R and Class R-X Certificates) in accordance with the
terms of this Agreement. Any payments to the Certificates from amounts deemed
received in respect of this notional principal contract shall not be payments
with respect to a Regular Interest in a REMIC within the meaning of Code Section
860G(a)(1). However, any payment from the Certificates (other than the Class
CE,
Class P, Class R and Class R-X Certificates) of a Class IO Distribution Amount
shall be treated for tax purposes as having been received by the Holders of
such
Certificates in respect of their interests in REMIC III and as having been
paid
by such Holders pursuant to the notional principal contract. Thus, each
Certificate (other than the Class P, Class R and Class R-X Certificates) shall
be treated as representing not only ownership of Regular Interests in REMIC
III,
but also ownership of an interest in, and obligations with respect to, a
notional principal contract.
SECTION
4.10 Tax
Treatment of Swap Payments and Swap Termination Payments.
For
federal income tax purposes, each holder of a Floating Rate Certificate is
deemed to own an undivided beneficial ownership interest in a REMIC regular
interest and the right to receive payments from either the Net WAC Rate
Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
Carryover Amount or the obligation to make payments to the Swap Account. For
federal income tax purposes, the Trust Administrator will account for payments
to each Floating Rate Certificates as follows: each Floating Rate Certificate
will be treated as receiving their entire payment from REMIC III (regardless
of
any Swap Termination Payment or obligation under the Interest Rate Swap
Agreement) and subsequently paying their portion of any Swap Termination Payment
in respect of each such Class’ obligation under the Interest Rate Swap
Agreement. In the event that any such Class is resecuritized in a REMIC, the
obligation under the Interest Rate Swap Agreement to pay any such Swap
Termination Payment (or any shortfall in Swap Provider Fee), will be made by
one
or more of the REMIC Regular Interests issued by the resecuritization REMIC
subsequent to such REMIC Regular Interest receiving its full payment from any
such Floating Rate Certificate.
The
REMIC
regular interest corresponding to a Floating Rate Certificate will be entitled
to receive interest and principal payments at the times and in the amounts
equal
to those made on the certificate to which it corresponds, except that (i) the
maximum interest rate of that REMIC regular interest will equal the Net WAC
Pass-Through Rate computed for this purpose by limiting the Swap Notional Amount
of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance
of
the Mortgage Loans and (ii) any Swap Termination Payment will be treated as
being payable solely from Net Monthly Excess Cashflow. As a result of the
foregoing, the amount of distributions and taxable income on the REMIC regular
interest corresponding to a Floating Rate Certificate may exceed the actual
amount of distributions on the Floating Rate Certificate.
SECTION
4.11 Collateral
Accounts.
(a) The
Trust
Administrator (in its capacity as Cap Trustee) is hereby directed to perform
the
obligations of the Custodian as defined under the Interest Rate Cap Credit
Support Annex (the “Interest Rate Cap Custodian”). On or before the
Closing Date, the Interest Rate Cap Custodian shall establish an Interest Rate
Cap Collateral Account. The Interest Rate Cap Collateral Account
shall be held in the name of the Interest Rate Cap Custodian in trust for the
benefit of the Certificateholders. The Interest Rate Cap Collateral
Account must be an Eligible Account and shall be titled “Interest Rate Cap
Collateral Account, Citibank, N.A., as Interest Rate Cap Custodian for
registered Certificateholders of Citigroup Mortgage Loan Trust 2007-WFHE3,
Asset-Backed Pass-Through Certificates, Series 2007-WFHE3.”
The
Interest Rate Cap Custodian shall credit to Interest Rate Cap Collateral Account
all collateral (whether in the form of cash or securities) posted by the
Interest Rate Cap Provider to secure the obligations of the Interest Rate Cap
Provider in accordance with the terms of the Interest Rate Cap
Agreement. Except for investment earnings, the Interest Rate Cap
Provider shall not have any legal, equitable or beneficial interest in the
Interest Rate Cap Collateral Account other than in accordance with this
Agreement, the Interest Rate Cap Agreement and applicable law. The
Interest Rate Cap Custodian shall maintain and apply all collateral and earnings
thereon on deposit in the Interest Rate Cap Collateral Account in accordance
with Interest Rate Cap Credit Support Annex.
Cash
collateral posted by the Interest Rate Cap Provider in accordance with the
Interest Rate Cap Credit Support Annex shall be invested at the direction of
the
Interest Rate Cap Provider in Permitted Investments in accordance with the
requirements of the Interest Rate Cap Credit Support Annex. All
amounts earned on amounts on deposit in the Interest Rate Cap Collateral Account
(whether cash collateral or securities) shall be for the account of and taxable
to the Interest Rate Cap Provider.
The
Interest Rate Cap Custodian shall not be liable for the selection of Permitted
Investments or for any investment losses incurred through investment of the
Posted Collateral (as defined in the Interest Rate Cap Credit Support Annex)
into Permitted Investments rated at least (x) AAAm or AAAm-G by S&P and (y)
Prime-1 by Xxxxx’x or Aaa by Xxxxx’x, as directed by the Interest Rate Cap
Provider. The Interest Rate Cap Custodian shall have no liability in
respect of losses incurred as a result of the liquidation of any such Permitted
Investments prior to its stated maturity or failure of the Interest Rate Cap
Provider to provide timely written direction. If no investment
direction is provided, such amounts shall remain uninvested.
In
the
event the Interest Rate Cap Custodian does not meet the Custodian Required
Rating Threshold (as defined in the Interest Rate Cap Agreement), the Cap
Trustee, at the direction of the Depositor, shall within 60 days obtain a
replacement Interest Rate Cap Custodian that meets the Custodian Required Rating
Threshold.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined in
the
Interest Rate Cap Agreement) with respect to the Interest Rate Cap Provider
or
upon occurrence or designation of an Early Termination Date (as defined in
the
Interest Rate Cap Agreement) as a result of any such Event of Default or
Specified Condition with respect to the Interest Rate Cap Provider, and, in
either such case, unless the Interest Rate Cap Provider has paid in full all
of
its Obligations (as defined in the Interest Rate Cap Credit Support Annex)
that
are then due, then any collateral posted by the Interest Rate Cap Provider
in
accordance with the Interest Rate Cap Credit Support Annex shall be applied
to
the payment of any Obligations due to Party B (as defined in the Interest Rate
Cap Agreement) in accordance with the Interest Rate Cap Credit Support
Annex. Any excess amounts held in such Cap Collateral Account after
payment of all amounts owing to Party B under the Interest Rate Cap Agreement
shall be withdrawn from the Cap Collateral Account and paid to the Interest
Rate
Cap Provider in accordance with the Interest Rate Cap Credit Support
Annex.
(b) The
Trust
Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby
directed to perform the obligations of the Custodian as defined under the Swap
Credit Support Annex (the “Swap Custodian”). On or before the Closing
Date, the Swap Custodian shall establish a Swap Collateral
Account. The Swap Collateral Account shall be held in the name of the
Swap Custodian in trust for the benefit of the
Certificateholders. The Swap Collateral Account must be an Eligible
Account and shall be titled “Swap Collateral Account, Citibank, N.A., as Swap
Custodian, in trust for the registered holders of Citigroup Mortgage Loan Trust
2007-WFHE3, Asset-Backed Pass-Through Certificates, Series 2007-WFHE3, Mortgage
Pass-Through Certificates.”
The
Swap
Custodian shall credit to Swap Collateral Account all collateral (whether in
the
form of cash or securities) posted by the Interest Rate Swap Provider to secure
the obligations of the Interest Rate Swap Provider in accordance with the terms
of the Interest Rate Swap Agreement. Except for investment earnings,
the Interest Rate Swap Provider shall not have any legal, equitable or
beneficial interest in the Swap Collateral Account other than in accordance
with
this Agreement, the Interest Rate Swap Agreement and applicable
law. The Swap Custodian shall maintain and apply all collateral and
earnings thereon on deposit in the Swap Collateral Account in accordance with
Swap Credit Support Annex.
Cash
collateral posted by the Interest Rate Swap Provider in accordance with the
Swap
Credit Support Annex shall be invested at the direction of the Interest Rate
Swap Provider in Permitted Investments in accordance with the requirements
of
the Swap Credit Support Annex. All amounts earned on amounts on
deposit in the Swap Collateral Account (whether cash collateral or securities)
shall be for the account of and taxable to the Interest Rate Swap
Provider.
The
Swap
Custodian shall not be liable for the selection of Permitted Investments or
for
any investment losses incurred through investment of the Posted Collateral
(as
defined in the Swap Credit Support Annex) into Permitted Investments rated
at
least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Xxxxx’x or Aaa by
Xxxxx’x, as directed by the Interest Rate Swap Provider. The Swap
Custodian shall have no liability in respect of losses incurred as a result
of
the liquidation of any such Permitted Investments prior to its stated maturity
or failure of the Interest Rate Swap Provider to provide timely written
direction. If no investment direction is provided, such amounts shall
remain uninvested.
In
the
event the Swap Custodian does not meet the Custodian Required Rating Threshold
(as defined in the Interest Rate Swap Agreement), the Supplemental Interest
Trust Trustee, at the direction of the Depositor, shall within 60 days obtain
a
replacement Swap Custodian that meets the Custodian Required Rating
Threshold.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined in
the
Interest Rate Swap Agreement) with respect to the Interest Rate Swap Provider
or
upon occurrence or designation of an Early Termination Date (as defined in
the
Interest Rate Swap Agreement) as a result of any such Event of Default or
Specified Condition with respect to the Interest Rate Swap Provider, and, in
either such case, unless the Interest Rate Swap Provider has paid in full all
of
its Obligations (as defined in the Swap Credit Support Annex) that are then
due,
then any collateral posted by the Interest Rate Swap Provider in accordance
with
the Swap Credit Support Annex shall be applied to the payment of any Obligations
due to Party B (as defined in the Interest Rate Swap Agreement) in accordance
with the Swap Credit Support Annex. To the extent the Swap Custodian
is required to return any of the Posted Collateral (as defined in the Swap
Credit Support Annex) to the Interest Rate Swap Provider under the terms of
the
Swap Credit Support Annex, the Swap Custodian shall return such collateral
in
accordance with the terms of the Swap Credit Support Annex.
SECTION
4.12 Rights
and Obligations Under the Interest Rate Cap Agreement and the Interest Rate
Swap
Agreement.
(a) In
the
event that the Interest Rate Cap Provider fails to perform any of its
obligations under the Interest Rate Cap Agreement (including, without
limitation, its obligation to make any payment or transfer collateral), or
breaches any of its representations and warranties thereunder, or in the event
that any Event of Default, Termination Event, or Additional Termination Event
(each as defined in the Interest Rate Cap Agreement) occurs with respect to
the
Interest Rate Cap Agreement, the Trust Administrator (in its capacity as Cap
Trustee) shall, promptly following actual knowledge of such failure, breach
or
event, notify the Depositor and send any notices and make any demands, on behalf
of the Cap Trust, required to enforce the rights of the Cap Trust under the
Interest Rate Cap Agreement.
In
the
event that the Interest Rate Cap Provider’s obligations are guaranteed by a
third party under a guaranty relating to the Interest Rate Cap Agreement (such
guaranty the “Guaranty” and such third party the “Guarantor”), then to the
extent that the Interest Rate Cap Provider fails to make any payment by the
close of business on the day it is required to make payment under the terms
of
the Interest Rate Cap Agreement, the Trust Administrator (in its capacity as
Cap
Trustee) shall, promptly following actual knowledge of the Interest Rate Cap
Provider’s failure to pay, demand that the Guarantor make any and all payments
then required to be made by the Guarantor pursuant to such Guaranty; provided,
that the Trust Administrator (in its capacity as Cap Trustee) shall in no event
be liable for any failure or delay in the performance by the Interest Rate
Cap
Provider or any Guarantor of its obligations hereunder or pursuant to the
Interest Rate Cap Agreement and the Guaranty, nor for any special, indirect
or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) in connection therewith.
Upon
an
early termination of the Interest Rate Cap Agreement other than in connection
with the optional termination of the Trust, the Trust Administrator (in its
capacity as Cap Trustee) will, at the direction of the Depositor, use reasonable
efforts to appoint a successor Interest Rate Cap Provider to enter into a new
interest rate cap agreement on terms substantially similar to the Interest
Rate
Cap Agreement, with a successor Interest Rate Cap Provider meeting all
applicable eligibility requirements. If the Trust Administrator (in its capacity
as Cap Trustee) receives a termination payment from the Interest Rate Cap
Provider in connection with such early termination, the Trust Administrator
(in
its capacity as Cap Trustee) will apply such termination payment to any upfront
payment required to appoint the successor Interest Rate Cap
Provider. If the Trust Administrator (in its capacity as Cap Trustee)
is required to pay a termination payment to the Interest Rate Cap Provider
in
connection with such early termination, the Trust Administrator (in its capacity
as Cap Trustee) will apply any upfront payment received from the successor
Interest Rate Cap Provider to pay such termination payment.
If
the
Trust Administrator (in its capacity as Cap Trustee) is unable to appoint a
successor Interest Rate Cap Provider within 30 days of the early termination,
then the Trust Administrator (in its capacity as Cap Trustee) will deposit
any
termination payment received from the original Interest Rate Cap Provider into
a
separate, non-interest bearing reserve account and will, on each subsequent
Distribution Date, withdraw from the amount then remaining on deposit in such
reserve account an amount equal to the payment, if any, that would have been
paid to the Trust Administrator (in its capacity as Cap Trustee) by the original
Interest Rate Cap Provider calculated in accordance with the terms of the
original Interest Rate Cap Agreement, and distribute such amount in accordance
with the terms of Section 4.01(a)(6) herein and as set forth in the
Cap Administration Agreement.
Upon
an
early termination of the Interest Rate Cap Agreement in connection with the
optional termination of the Trust, if the Trust Administrator (in its capacity
as Cap Trustee) receives a termination payment from the Interest Rate Cap
Provider, such termination payment will be distributed in accordance with
Section 4.01(a)(6) herein and as set forth in the Cap Administration
Agreement.
(b) In
the
event that the Interest Rate Swap Provider fails to perform any of its
obligations under the Interest Rate Swap Agreement (including, without
limitation, its obligation to make any payment or transfer collateral), or
breaches any of its representations and warranties thereunder, or in the event
that any Event of Default, Termination Event, or Additional Termination Event
(each as defined in the Interest Rate Swap Agreement) occurs with respect to
the
Interest Rate Swap Agreement, the Trust Administrator (in its capacity as
Supplemental Interest Trust Trustee) shall, promptly following actual notice
of
a Responsible Officer of such failure, breach or event, notify the Depositor
and
send any notices and make any demands, on behalf of the Supplemental Interest
Trust, required to enforce the rights of the Supplemental Interest Trust under
the Interest Rate Swap Agreement.
In
the
event that the Interest Rate Swap Provider’s obligations are guaranteed by a
third party under a guaranty relating to the Interest Rate Swap Agreement (such
guaranty the “Guaranty” and such third party the “Guarantor”), then to the
extent that the Interest Rate Swap Provider fails to make any payment by the
close of business on the day it is required to make payment under the terms
of
the Interest Rate Swap Agreement, the Trust Administrator (in its capacity
as
Supplemental Interest Trust Trustee) shall, promptly following actual notice
of
the Interest Rate Swap Provider’s failure to pay, demand that the Guarantor make
any and all payments then required to be made by the Guarantor pursuant to
such
Guaranty; provided, that the Trust Administrator (in its capacity as
Supplemental Interest Trust Trustee) shall in no event be liable for any failure
or delay in the performance by the Interest Rate Swap Provider or any Guarantor
of its obligations hereunder or pursuant to the Interest Rate Swap Agreement
and
the Guaranty, nor for any special, indirect or consequential loss or damage
of
any kind whatsoever (including but not limited to lost profits) in connection
therewith.
Upon
an
early termination of the Interest Rate Swap Agreement other than in connection
with the optional termination of the Trust, the Trust Administrator (in its
capacity as Supplemental Interest Trust Trustee), at the direction of the
Depositor, will use reasonable efforts to appoint a successor swap provider
to
enter into a new interest rate swap agreement on terms substantially similar
to
the Interest Rate Swap Agreement, with a successor swap provider meeting all
applicable eligibility requirements. If the Trust Administrator (in its capacity
as Supplemental Interest Trust Trustee) receives a termination payment from
the
Interest Rate Swap Provider in connection with such early termination, the
Trust
Administrator (in its capacity as Supplemental Interest Trust Trustee) will
apply such termination payment to any upfront payment required to appoint the
successor swap provider. If the Trust Administrator (in its capacity
as Supplemental Interest Trust Trustee) is required to pay a termination payment
to the Interest Rate Swap Provider in connection with such early termination,
the Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
will apply any upfront payment received from the successor swap provider to
pay
such termination payment.
If
the
Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
is
unable to appoint a successor swap provider within 30 days of the early
termination, then the Trust Administrator (in its capacity as Supplemental
Interest Trust Trustee) will deposit any termination payment received from
the
original Swap Provider into a separate, non-interest bearing reserve account
and
will, on each subsequent Distribution Date, withdraw from the amount then
remaining on deposit in such reserve account an amount equal to the Net Swap
Payment, if any, that would have been paid to the Trust Administrator (in its
capacity as Supplemental Interest Trust Trustee) by the original Swap Provider
calculated in accordance with the terms of the original Interest Rate Swap
Agreement, and distribute such amount in accordance with the terms of Section
4.01(a)(7).
Upon
an
early termination of the Interest Rate Swap Agreement in connection with the
optional termination of the Trust, if the Trust Administrator (in its capacity
as Supplemental Interest Trust Trustee) receives a termination payment from
the
Interest Rate Swap Provider, such termination payment will be distributed in
accordance with Section 4.01(a)(7).
SECTION
4.13 Reserve
Fund.
(a) No
later
than the Closing Date, the Trust Administrator shall establish and maintain
a
separate, segregated trust account titled, “Reserve Fund, Citibank, N.A., as
Trust Administrator, in trust for the registered holders of Citigroup Mortgage
Loan Trust, Asset-Backed Pass-Through Certificates, Series
2007-WFHE3.” The Reserve Fund will be an “outside reserve fund”
within the meaning of Treasury Regulation Section 1.860G-2(h).
(b) On
each
Distribution Date, the Trust Administrator shall deposit into the Reserve Fund
certain payments received under the Interest Rate Cap Agreement and the Interest
Rate Swap Agreement for such Distribution Date as set forth in Section
4.01(a)(6)(iv) and Section 4.01(a)(7)(iv). On each Distribution Date,
the Trust Administrator shall hold all such amounts for the benefit of the
Holders of the Floating Rate Certificates, and shall distribute such amounts
in
accordance with the priorities set forth in Section 4.01(a)(8).
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Reserve Fund 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 Reserve Fund 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 Reserve
Fund be treated as a partnership. If the Reserve Fund becomes
characterized as a partnership for federal income tax purposes, the Trust
Administrator shall (i) obtain, or cause to be obtained, a taxpayer
identification number for the Reserve Fund, (ii) prepare and file, or cause
to
be prepared and filed, any necessary federal, state or local tax returns for
the
Reserve Fund and (iii) prepare and provide to any requesting withholding agent,
or cause to be prepared and provided to any requesting withholding agent, any
necessary withholding tax form. All amounts deposited into the
Reserve Fund shall be treated as amounts distributed by REMIC III to the Holder
of the Class CE Interest and by REMIC IV to the Holder of the Class CE
Certificates. Upon the termination of the Trust Fund, or the payment
in full of the Floating Rate Certificates, all amounts remaining on deposit
in
the Reserve Fund shall be released by the Trust Fund and distributed to the
Class CE Certificateholders or their designees. The Reserve Fund
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 Reserve Fund 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 Reserve Fund may be invested in Permitted
Investments.
(f) For
federal tax return and information reporting, the right of the Holders of the
Floating Rate Certificates to receive payments from the Reserve Fund shall
be
assigned a value of zero.
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-18. The Certificates of each Class will be issuable in registered
form
only, in denominations of authorized Percentage Interests as described in the
definition thereof. Each Certificate will share ratably in all rights of the
related Class.
Upon
original issue, the Certificates shall be executed, authenticated and delivered
by the Trust Administrator to or upon the order of the Depositor. The
Certificates shall be executed and attested by manual or facsimile signature
on
behalf of the Trust Administrator by an authorized signatory. Certificates
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Trust Administrator shall bind the Trust
Administrator, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the execution, authentication and delivery of
such
Certificates or did not hold such offices at the date of such Certificates.
No
Certificate shall be entitled to any benefit under this Agreement or be valid
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided herein executed by the Trust
Administrator by manual signature, and such certificate of authentication shall
be conclusive evidence, and the only evidence, that such Certificate has been
duly authenticated and delivered hereunder. All Certificates shall be dated
the
date of their authentication.
(b) The
Book-Entry Certificates shall initially be issued as one or more Certificates
held by Book-Entry Custodian or, if appointed to hold such Certificates as
provided below, the Depository and registered in the name of the Depository
or
its nominee and, except as provided below, registration of such Certificates
may
not be transferred by the Trust Administrator except to another Depository
that
agrees to hold such Certificates for the respective Certificate Owners with
Ownership Interests therein. The Certificate Owners shall hold their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided below, shall not be
entitled to definitive, fully registered Certificates (“Definitive
Certificates”) in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by
the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in
the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository’s normal
procedures. The Trust Administrator is hereby initially appointed as
the Book-Entry Custodian and hereby agrees to act as such in accordance herewith
and in accordance with the agreement that it has with the Depository authorizing
it to act as such. The Book-Entry Custodian may, and if it is no longer
qualified to act as such, the Book-Entry Custodian shall, appoint, by a written
instrument delivered to the Depositor, the Servicer and the Trust Administrator
and any other transfer agent (including the Depository or any successor
Depository) to act as Book-Entry Custodian under such conditions as the
predecessor Book-Entry Custodian and the Depository or any successor Depository
may prescribe, provided that the predecessor Book-Entry Custodian shall not
be
relieved of any of its duties or responsibilities by reason of any such
appointment of other than the Depository. If the Trust Administrator
resigns or is removed in accordance with the terms hereof, the successor Trust
Administrator or, if it so elects, the Depository shall immediately succeed
to
its predecessor’s duties as Book-Entry Custodian. The Depositor shall have the
right to inspect, and to obtain copies of, any Certificates held as Book-Entry
Certificates by the Book-Entry Custodian.
The
Trustee, the Trust Administrator, the Servicer and the Depositor may for all
purposes (including the making of payments due on the Book-Entry Certificates)
deal with the Depository as the authorized representative of the Certificate
Owners with respect to the Book-Entry Certificates for the purposes of
exercising the rights of Certificateholders hereunder. The rights of Certificate
Owners with respect to the Book-Entry Certificates shall be limited to those
established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository
as
Holder of the Book-Entry Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Trust Administrator may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record
date.
If
(i)(A)
the Depositor advises the Trust Administrator in writing that the Depository
is
no longer willing or able to properly discharge its responsibilities as
Depository, and (B) the Depositor is unable to locate a qualified successor
or
(ii) after the occurrence of a Servicer Event of Default, Certificate Owners
representing in the aggregate not less than 51% of the Ownership Interests
of
the Book-Entry Certificates advise the Trust Administrator through the
Depository, in writing, that the continuation of a book-entry system through
the
Depository is no longer in the best interests of the Certificate Owners, the
Trust Administrator shall notify all Certificate Owners, through the Depository,
of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to the
Trust Administrator of the Book-Entry Certificates by the Book-Entry Custodian
or the Depository, as applicable, accompanied by registration instructions
from
the Depository for registration of transfer, the Trust Administrator shall
issue
the Definitive Certificates. Such Definitive Certificates will be issued in
minimum denominations of $25,000, except that any beneficial ownership that
was
represented by a Book-Entry Certificate in an amount less than $25,000
immediately prior to the issuance of a Definitive Certificate shall be issued
in
a minimum denomination equal to the amount represented by such Book-Entry
Certificate. None of the Depositor, the Servicer, the 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 or the first transfer by the initial transferee of 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 Servicer, in its capacity
as such, or any Sub-Servicer), together with copies of the written
certification(s) of the Certificateholder desiring to effect the transfer and/or
such Certificateholder’s prospective transferee upon which such Opinion of
Counsel is based, if any. None of the Depositor, the 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
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
Notwithstanding
the foregoing, in the event of any such transfer of any Ownership Interest
in
any Private Certificate that is a Book-Entry Certificate, except with respect
to
the initial transfer of any such Ownership Interest by the Depositor, such
transfer shall be required to be made in reliance upon Rule 144A under the
1933
Act, and the transferee will be deemed to have made each of the transferee
representations and warranties set forth Exhibit F-1 hereto in respect of such
interest as if it was evidenced by a Definitive Certificate. The
Certificate Owner of any such Ownership Interest in any such Book-Entry
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the 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, 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 the Trust Administrator is provided with an Opinion of Counsel
on which the Trust Administrator, the Depositor, the Trustee and the Servicer
may rely, to the effect that the purchase of such Certificates is permissible
under ERISA and the Code, will not constitute or result in any non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Servicer, the Trustee, the Trust Administrator or
the
Trust Fund to any obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those undertaken in
this
Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
the Servicer, the Trustee, the Trust Administrator or the Trust Fund. Neither
a
certification nor an Opinion of Counsel will be required in connection with
(i)
the initial transfer of any such Certificate by the Depositor to an Affiliate
of
the Depositor or, in the case of the Residual Certificates, the first transfer
by an Affiliate of the Depositor, (ii) the transfer of any such Class CE, Class
P or Residual Certificate to the issuer under the Indenture or the indenture
trustee under the Indenture or (iii) a transfer of any such Class CE, Class
P or
Residual Certificate from the issuer under the Indenture or the indenture
trustee under the Indenture to the Depositor or an Affiliate of the Depositor
(in which case, the Depositor or any Affiliate thereof shall have deemed to
have
represented that such Affiliate is not a Plan or a Person investing Plan Assets)
and the Trust Administrator shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trust Administrator, shall be
a
written representation) from the Depositor of the status of such transferee
as
an affiliate of the Depositor.
Prior
to
the termination of the Supplemental Interest Trust, each beneficial owner of
a
Class A Certificate, Mezzanine Certificate or any interest therein, shall
represent or be deemed to have represented, by virtue of its acquisition or
holding of the Class A Certificate, Mezzanine Certificate or interest therein,
that either (i) it is not a Plan or (ii) (A) it is an accredited investor within
the meaning of Prohibited Transaction Exemption (“PTE”) 91-23, as amended by XXX
00-00, XXX 0000-00, XXX 0000-00 and PTE 2007-05 (the “Underwriters’ Exemption”)
and (B) the acquisition and holding of such Certificate and the separate right
to receive payments from the Supplemental Interest Trust are eligible for the
exemptive relief available under either (I) Prohibited Transaction Class
Exemption (“PTCE”) 95-60 or (II) except in the case of a Class M-11 Certificate,
PTCE 84-14, 91-38, 90-1 or 96-23.
Each
beneficial owner of a Class A Certificate that is a Private Certificate or
any
interest therein that is acquired subsequent to the termination of the
Supplemental Interest Trust shall represent or 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 or a trustee or other Person acting on behalf
of a Plan or using “plan assets” of a Plan to effect such acquisition (including
any insurance company using funds in its general or separate accounts that
may
constitute “plan assets”) or (ii) it is an “accredited investor” as defined in
Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended, and
covenants to obtain from any transferee of the Certificate such a representation
and covenant.
Each
beneficial owner of a Mezzanine Certificate or any interest therein which is
acquired subsequent to the termination of the Supplemental Interest Trust 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 or a trustee
or other Person acting on behalf of a Plan or using “plan assets” of a Plan to
effect such acquisition (including any insurance company using funds in its
general or separate accounts that may constitute “plan assets”), (ii) except in
the case of a Class M-11 Certificate, (A) it has acquired and is holding the
Certificate in reliance on the Underwriters’ Exemption, (B) in the case of a
Private Certificate, it is an “accredited investor” as defined in Rule 501(a)(1)
of Regulation D of the Securities Act of 1933, as amended, and covenants to
obtain from any transferee of such Certificate such a representation
and covenant, and (C) it understands that there are certain conditions to the
availability of the Underwriters’ Exemption, including that the Certificate must
be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by
S&P, Xxxxx’x, Xxxxx Ratings, Dominion Bond Rating Service Limited (known as
DBRS Limited) or Dominion Bond Rating Service, Inc. (known as DBRS, Inc.) (each,
an “Exemption Rating Agency”) and the Certificate is 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
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding four 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
four paragraphs shall indemnify and hold harmless the Depositor, the Servicer,
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 three separate Certificates, each representing such Holder’s
respective Percentage Interest in the Class R-I Interest, the Class R-II
Interest and the Class R-III 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 three separate Certificates, each representing such Holder’s
respective Percentage Interest in the Class R-IV Interest, the Class R-V
Interest and the Class R-VI 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 Servicer, the Trustee, the Trust Administrator and any agent
of
any of them may treat the Person in whose name any Certificate is registered
as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever, and none of
the
Depositor, the Servicer, the Trustee, the Trust Administrator or any agent
of
any of them shall be affected by notice to the contrary.
SECTION
5.05 Certain
Available Information.
The
Trust
Administrator shall maintain at its Corporate Trust Office and shall make
available free of charge during normal business hours for review by any Holder
of a Certificate or any Person identified to the Trust Administrator as a
prospective transferee of a Certificate, originals or copies of the following
items: (A) this Agreement and any amendments hereof entered into pursuant to
Section 11.01, (B) all monthly statements required to be delivered to
Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, and all other notices, reports, statements and written
communications delivered to the Certificateholders of the relevant Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trust Administrator since the Closing
Date pursuant to Section 10.01(h), (D) any and all Officers’ Certificates
delivered to the Trust Administrator by the Servicer since the Closing Date
to
evidence such Servicer’s determination that any P&I Advance or Servicing
Advance was, or if made, would be a Nonrecoverable Advance and (E) any and
all
Officers’ Certificates delivered to the Trust Administrator by the 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 SERVICER
SECTION
6.01 Liability
of the Depositor and the Servicer.
The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed by this Agreement and undertaken hereunder
by
the Servicer herein. 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 Servicer.
Subject
to the following paragraph, the Depositor will keep in full effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation. Subject to the following paragraph, the
Servicer will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation and its
qualification as an approved conventional seller/servicer for Xxxxxx Xxx or
Xxxxxxx Mac in good standing. The Depositor and the Servicer each will obtain
and preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect
the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this
Agreement.
The
Depositor or the Servicer may be merged or consolidated with or into any Person,
or transfer all or substantially all of its assets to any Person, in which
case
any Person resulting from any merger or consolidation to which the Depositor
or
the Servicer shall be a party, or any Person succeeding to the business of
the
Depositor or the Servicer, shall be the successor of the Depositor or the
Servicer, as the case may be, hereunder, without the execution or filing of
any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that the successor
or
surviving Person to the Servicer shall be qualified to service mortgage loans
on
behalf of Xxxxxx Mae or Xxxxxxx Mac; and provided further that the Rating
Agencies’ ratings of the Floating Rate 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 Servicer and Others.
None
of
the Depositor, the Servicer (and any Sub-Servicer), the Credit Risk Manager
or
any of the directors, officers, employees or agents of the Depositor, the
Servicer (and any Sub-Servicer) or the Credit Risk Manager 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 Servicer (and any Sub-Servicer), the Credit Risk Manager or
any
such person against any breach of warranties, representations or covenants
made
herein, or against any specific liability imposed on the Servicer (and any
Sub-Servicer) pursuant hereto or the related Sub-Servicing Agreement, as
applicable, or against any liability which would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of duties
or
by reason of reckless disregard of obligations and duties hereunder or the
related Sub-Servicing Agreement, as applicable. The Depositor, the Servicer
(and
any Sub-Servicer), the Credit Risk Manager and any director, officer, employee
or agent of the Depositor, the Servicer or the Credit Risk Manager 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 Servicer
(and any Sub-Servicer), the Credit Risk Manager and any director, officer,
employee or agent of the Depositor, the Servicer (and any Sub-Servicer) or
the
Credit Risk Manager shall be indemnified and held harmless by the Trust Fund
against (i) any loss, liability or expense incurred in connection with any
legal
action relating to this Agreement or the Certificates (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement)
or any loss, liability or expense incurred by reason of willful misfeasance,
bad
faith or negligence in the performance of duties hereunder or the related
Sub-Servicing Agreement, as applicable, or by reason of reckless disregard
of
obligations and duties hereunder or the related Sub-Servicing Agreement, as
applicable, and (ii) any breach of a representation or warranty regarding the
Mortgage Loans. None of the Depositor, the Servicer (and any Sub-Servicer)
or
the Credit Risk Manager shall be under any obligation to appear in, prosecute
or
defend any legal action unless such action is related to its respective duties
under this Agreement or the related Sub-Servicing Agreement, as applicable,
and,
in its opinion, does not involve it in any expense or liability; provided,
however, that each of the Depositor, the Servicer (and any Sub-Servicer) and
the
Credit Risk Manager may in its discretion undertake any such action which it
may
deem necessary or desirable with respect to this Agreement or the related
Sub-Servicing Agreement, as applicable, and the rights and duties of the parties
hereto or to the related Sub-Servicing Agreement, as applicable, and the
interests of the Certificateholders hereunder. In such event, unless the
Depositor, the Servicer (and any Sub-Servicer) or the Credit Risk Manager acts
without the consent of Holders of Certificates entitled to at least 51% of
the
Voting Rights (which consent shall not be necessary in the case of litigation
or
other legal action by either to enforce their respective rights or defend
themselves hereunder or the related Sub-Servicing Agreement, as applicable),
the
legal expenses and costs of such action and any liability resulting therefrom
(except any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder
or
by reason of reckless disregard of obligations and duties hereunder or the
related Sub-Servicing Agreement, as applicable) shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor (subject to the limitations
set
forth above), the Servicer (and any Sub-Servicer) and the Credit Risk Manager
shall be entitled to be reimbursed therefor from the Collection Account as
and
to the extent provided in Section 3.11 or from the corresponding custodial
account established under the related Sub-Servicing Agreement, any such right
of
reimbursement being prior to the rights of the Certificateholders to receive
any
amount in the Collection Account.
SECTION
6.04 Limitation
on Resignation of the Servicer.
The
Servicer shall not resign from the obligations and duties hereby imposed on
it
except (i) upon determination that its duties hereunder are no longer
permissible under applicable law or (ii) with the written consent of the Trustee
and the Trust Administrator, which consent may not be unreasonably withheld,
with written or electronic 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
Servicer hereunder. Any such determination pursuant to clause (i) of the
preceding sentence permitting the resignation of the Servicer shall be evidenced
by an Opinion of Counsel to such effect obtained at the expense of the Servicer
and delivered to the Trustee and the Trust Administrator. No resignation of
the
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 Servicer’s responsibilities, duties, liabilities (other
than those liabilities arising prior to the appointment of such successor)
and
obligations under this Agreement.
Except
as
expressly provided herein, the Servicer shall not assign or transfer any of
its
rights, benefits or privileges hereunder to any other Person, nor delegate
to or
subcontract with, nor authorize or appoint any other Person to perform any
of
the duties, covenants or obligations to be performed by the Servicer hereunder.
If, pursuant to any provision hereof, the duties of the Servicer are transferred
to a successor servicer, the entire amount of the Servicing Fee and other
compensation payable to the Servicer pursuant hereto shall thereafter be payable
to such successor servicer.
SECTION
6.05 Rights
of
the Depositor in Respect of the Servicer.
The
Servicer shall afford (and any Sub-Servicing Agreement shall provide that each
Sub-Servicer shall afford) the Depositor, the Trustee and the Trust
Administrator, upon reasonable notice, during normal business hours, access
to
all records maintained by the Servicer (and any such Sub-Servicer) in respect
of
the Servicer’s rights and obligations hereunder and access to officers of the
Servicer (and those of any such Sub-Servicer) responsible for such obligations.
Upon request, the Servicer shall furnish to the Depositor, the Trustee and
the
Trust Administrator its (and any such Sub-Servicer’s) most recent financial
statements of the parent company of the Servicer and such other information
relating to the Servicer’s capacity to perform its obligations under this
Agreement that it possesses. To the extent such information is not
otherwise available to the public, the Depositor, the Trustee and the Trust
Administrator shall not disseminate any information obtained pursuant to the
preceding two sentences without the Servicer’s written consent, except as
required pursuant to this Agreement or to the extent that it is appropriate
to
do so (i) in working with legal counsel, auditors, taxing authorities or other
governmental agencies, rating agencies or reinsurers or (ii) pursuant to any
law, rule, regulation, order, judgment, writ, injunction or decree of any court
or governmental authority having jurisdiction over the Depositor, the Trustee,
the Trust Administrator or the Trust Fund, and in either case, the Depositor,
the Trustee or the Trust Administrator, as the case may be, shall use its best
efforts to assure the confidentiality of any such disseminated non-public
information. The Depositor may, but is not obligated to, enforce the obligations
of the Servicer under this Agreement and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Servicer under
this Agreement or exercise the rights of any of the Servicer under this
Agreement; provided that the Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer and is not obligated to
supervise the performance of the Servicer under this Agreement or
otherwise.
SECTION
6.06 Duties
of
the Credit Risk Manager.
For
the
Sponsor, on behalf of the Trust, the Credit Risk Manager will provide reports
and recommendations concerning certain delinquent and defaulted Mortgage Loans,
and as to the collection of any Prepayment Charges with respect to the Mortgage
Loans. Such reports and recommendations will be based upon
information provided to the Credit Risk Manager pursuant to the respective
Credit Risk Management Agreement, and the Credit Risk Manager shall look solely
to the Servicer for all information and data (including loss and delinquency
information and data) relating to the servicing of the related Mortgage
Loans. Upon any termination of the Credit Risk Manager or the
appointment of a successor Credit Risk Manager, the Depositor shall give written
notice thereof to the Servicer, the 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 Servicer under the related Credit
Risk
Management Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Credit Risk Manager or any such person against
liability that would otherwise be imposed by reason of willful malfeasance
or
bad faith in its performance of its duties. The Credit Risk Manager
and any director, officer, employee, or agent of the Credit Risk Manager may
rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising hereunder,
and may rely in good faith upon the accuracy of information furnished by the
Servicer pursuant to the applicable Credit Risk Management Agreement in the
performance of its duties thereunder and hereunder.
SECTION
6.08 Removal
of the Credit Risk Manager.
The
Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
exercise of its or their sole discretion. The Certificateholders
shall provide written notice of the Credit Risk Manager’s removal to the Trust
Administrator. Upon receipt of such notice, the Trust Administrator
shall provide written notice to the Credit Risk Manager of its removal, which
shall be effective upon receipt of such notice by the Credit Risk
Manager.
ARTICLE
VII
DEFAULT
SECTION
7.01 Servicer
Events of Default.
With
respect to the Servicer, individually, if any one of the following events
(“Servicer Event of Default”) shall occur and be continuing:
(i) any
failure by the Servicer to remit to the Trust Administrator for distribution
to
the Certificateholders any payment (other than a P&I Advance required to be
made from its own funds on any Servicer Remittance Date pursuant to Section
4.03) required to be made under the terms of the Certificates and this Agreement
which continues unremedied for a period of 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, or the breach by the Servicer of any representation
and warranty contained in Section 2.05 (other than representation 2.05(a)(ix)),
which continues unremedied for a period of 30 days (or if such failure or breach
cannot be remedied within 30 days, then such remedy shall have been commenced
within 30 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; or
(vi) 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 (v) of this Section
shall occur, then, and in each and every such case, so long as such Servicer
Event of Default shall not have been remedied, the Depositor or the Trustee
may,
and at the written direction of the Holders of Certificates entitled to at
least
51% of Voting Rights, the Trustee shall, by notice in writing to the 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 (vi) hereof shall occur and shall not have been remedied during the
applicable time period set forth in clause (vi) above, the Trust Administrator
shall, by notice in writing to the 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
Servicer under this Agreement, except during such time, if any, as the Trustee
or the Trust Administrator, as applicable, shall be the successor to, and be
vested with the rights, duties, powers and privileges of, the Servicer in
accordance with the terms of this Agreement.
SECTION
8.02 Certain
Matters Affecting the Trustee and the Trust Administrator.
(a) Except
as
otherwise provided in Section 8.01:
(i) Each
of
the Trustee and the Trust Administrator and any director, officer, employee
or
agent of the Trustee or the Trust Administrator, as the case may be, may request
and conclusively rely upon and shall be fully protected in acting or refraining
from acting upon any resolution, Officers’ Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper
party or parties;
(ii) Each
of
the Trustee and the Trust Administrator, as the case may be, may consult with
counsel of its selection and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such Opinion of
Counsel;
(iii) Neither
the Trustee nor the Trust Administrator shall be under any obligation to
exercise any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation hereto
at
the request, order or direction of any of the Certificateholders, pursuant
to
the provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee or the Trust Administrator, as applicable, security
or
indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby; the right of the Trustee or the Trust
Administrator to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Trust
Administrator shall be answerable for other than its negligence or willful
misconduct in the performance of any such act; nothing contained herein shall,
however, relieve the Trust Administrator or the Trustee of the obligation,
upon
the occurrence of a Servicer Event of Default (which has not been cured or
waived), to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise as
a
prudent person would exercise or use under the circumstances in the conduct
of
such person’s own affairs;
(iv) Neither
the Trustee nor the Trust Administrator shall be personally liable for any
action taken, suffered or omitted by it in good faith and believed by it to
be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
(v) Prior
to
the occurrence of a Servicer Event of Default hereunder, and after the curing
of
all Servicer Events of Default which may have occurred, neither the Trustee
nor
the Trust Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by the Holders of Certificates
entitled to at least 25% of the Voting Rights; provided, however, that if the
payment within a reasonable time to the Trustee or the Trust Administrator,
as
applicable, of the costs, expenses or liabilities likely to be incurred by
it in
the making of such investigation is, in the opinion of the Trustee or the Trust
Administrator, as applicable, not reasonably assured to the Trustee or the
Trust
Administrator, as applicable, by such Certificateholders, the Trustee or the
Trust Administrator, as applicable, may require indemnity satisfactory to it
against such cost, expense, or liability from such Certificateholders as a
condition to taking any such action;
(vi) Each
of
the Trustee and the Trust Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and neither the Trustee nor the Trust Administrator shall
be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care;
(vii) Neither
the Trustee nor the Trust Administrator shall be personally liable for any
loss
resulting from the investment of funds held in the Collection Account at the
direction of the Servicer pursuant to Section 3.12; and
(viii) Any
request or direction of the Depositor, the Servicer or the Certificateholders
mentioned herein shall be sufficiently evidenced in writing.
(b) All
rights of action under this Agreement or under any of the Certificates,
enforceable by the Trustee or the Trust Administrator, may be enforced by it
without the possession of any of the Certificates, or the production thereof
at
the trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee or the Trust Administrator shall be brought
in its name for the benefit of all the Holders of such Certificates, subject
to
the provisions of this Agreement.
SECTION
8.03 Neither
the Trustee nor Trust Administrator Liable for Certificates or Mortgage
Loans.
The
recitals contained herein and in the Certificates (other than the signature
of
the Trust Administrator, on behalf of the Trustee, the authentication of the
Trust Administrator on the Certificates, the acknowledgments of the Trustee
and
the Trust Administrator contained in Article II and the representations and
warranties of the Trustee and the Trust Administrator in Section 8.12) shall
be
taken as the statements of the Depositor and neither the Trustee nor the Trust
Administrator assumes any responsibility for their correctness. Neither the
Trustee nor the Trust Administrator makes any representations or warranties
as
to the validity or sufficiency of this Agreement (other than as specifically
set
forth in Section 8.12) or of the Certificates (other than the signature of
the
Trust Administrator and authentication of the Trust Administrator on the
Certificates) or of any Mortgage Loan or related document or of MERS or the
MERS
System. Neither the Trustee nor the Trust Administrator shall be
accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor or the Servicer in respect of
the
Mortgage Loans or deposited in or withdrawn from the Collection Account by
the
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 Custodian’s 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,
the Custodian and any director, officer, employee or agent of any of them,
as
applicable, shall be indemnified by the Trust Fund and held harmless against
any
loss, liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee, the Trust Administrator or the Custodian,
as
applicable, including the compensation and the expenses and disbursements of
its
agents and counsel, in the ordinary course of the Trustee’s, the Trust
Administrator’s or the Custodian’s, as the case may be, performance in
accordance with the provisions of this Agreement) incurred by the Trustee,
the
Trust Administrator or the Custodian, as applicable, in connection with any
claim or legal action or any pending or threatened claim or legal action arising
out of or in connection with the acceptance or administration of its obligations
and duties under this Agreement (or, in the case of the Custodian, under the
Custodial Agreement), other than any loss, liability or expense (i) resulting
from any breach of the Servicer’s obligations in connection with this Agreement
for which the Servicer shall indemnify the Trustee and the Trust Administrator
pursuant to Section 8.05(b) and Section 10.03 (and in the case of the Trustee,
resulting from any breach of the Trust Administrator’s obligations in connection
with this Agreement for which the Trust Administrator shall indemnify the
Trustee pursuant to Section 10.03(a) and in the case of the Trust Administrator,
resulting from any breach of the Trustee’s obligations in connection with this
Agreement for which the Trustee shall indemnify the Trust Administrator pursuant
to Section 10.03(c)), (ii) that constitutes a specific liability of the Trustee
or the Trust Administrator, as applicable, pursuant to Section 10.01(g) or
(iii)
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder (or, in the case of
the
Custodian, under the Custodial Agreement) or as a result of a breach of the
Trustee’s or the Trust Administrator’s obligations under Article X hereof (or,
in the case of the Custodian, as a result of a breach of the Custodian’s
obligations under the Custodial Agreement). Any amounts payable to
the Trustee, the Trust Administrator, the Custodian, or any director, officer,
employee or agent of any of them in respect of the indemnification provided
by
this paragraph (a), or pursuant to any other right of reimbursement from the
Trust Fund that the Trustee, the Trust Administrator, the Custodian or any
director, officer, employee or agent of any of them may have hereunder in its
capacity as such, may be withdrawn by the Trust Administrator for payment to
the
applicable indemnified Person from the Distribution Account at any
time.
(b) The
Servicer agrees to indemnify the Trustee, the Trust Administrator and the
Custodian from, and hold each harmless against, any loss, liability or expense
resulting from a breach of the Servicer’s obligations and duties under this
Agreement. Such indemnity shall survive the termination or discharge of this
Agreement and the resignation or removal of the Trustee, the Trust Administrator
or the Custodian, as the case may be. Any payment hereunder made by the Servicer
to the Trustee, the Trust Administrator or the Custodian shall be from the
Servicer’s own funds, without reimbursement from the Trust Fund
therefor.
SECTION
8.06 Eligibility
Requirements for Trustee and Trust Administrator.
Each
of
the Trustee and the Trust Administrator hereunder shall at all times be a
corporation or an association organized and doing business under the laws of
any
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee or the Trust Administrator, as the case may be, shall resign immediately
in the manner and with the effect specified in Section 8.07.
SECTION
8.07 Resignation
and Removal of the Trustee and the Trust Administrator.
Either
of
the Trustee or the Trust Administrator may at any time resign and be discharged
from the trust hereby created by giving written notice thereof to the Depositor,
the Servicer and the Certificateholders and, if the Trustee is resigning, to
the
Trust Administrator, or, if the Trust Administrator is resigning, to the
Trustee. Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor trustee or trust administrator (which may be the same Person
in the event both the Trustee and the Trust Administrator resign or are removed)
by written instrument, in duplicate, which instrument shall be delivered to
the
resigning Trustee or Trust Administrator and to the successor trustee or trust
administrator, as applicable. A copy of such instrument shall be delivered
to
the Certificateholders, the Trustee or Trust Administrator, as applicable,
and
the Servicer by the Depositor. If no successor trustee or trust administrator
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee or Trust
Administrator, as applicable, may petition any court of competent jurisdiction
for the appointment of a successor trustee or trust administrator, as
applicable.
If
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 Servicer by the
Depositor.
The
Holders of Certificates entitled to at least 51% of the Voting Rights may at
any
time remove the Trustee or the Trust Administrator and appoint a successor
trustee or trust administrator by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Depositor,
one
complete set to the Trustee or the Trust Administrator, as the case may be,
so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Certificateholders and the Servicer by
the
Depositor.
If
no
successor Trust Administrator shall have been appointed and shall have accepted
appointment within 60 days after the Trust Administrator ceases to be the Trust
Administrator pursuant to this Section 8.07, then the Trustee shall perform
the
duties of the Trust Administrator pursuant to this Agreement. The Trustee shall
notify the Rating Agencies of any change of Trust Administrator.
Any
resignation or removal of the Trustee or the Trust Administrator and appointment
of a successor trustee or trust administrator, as the case may be, pursuant
to
any of the provisions of this Section shall not become effective until
acceptance of appointment by the successor trustee or trust administrator as
provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust
Administrator advises the Trustee that it is unable to continue to perform
its
obligations pursuant to the terms of this Agreement prior to the appointment
of
a successor, the Trustee shall be obligated to perform such obligations until
a
new trust administrator is appointed. Such performance shall be without
prejudice to any claim by a party hereto or beneficiary hereof resulting from
the Trust Administrator’s breach of its obligations hereunder. As
compensation therefor, the Trustee shall be entitled to all fees the Trust
Administrator would have been entitled to if it had continued to act
hereunder.
Any
Person appointed as successor trust administrator pursuant to this Section
8.07
shall also be required to serve as successor cap trustee under the Interest
Rate
Cap Agreement and successor supplemental interest trust trustee under the
Interest Rate Swap Agreement.
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.
Any
Person appointed as successor trust administrator pursuant to Section 8.08
shall
also be required to serve as successor Cap Trustee under the Interest Rate
Cap
Agreement and the Cap Administration Agreement and successor Supplemental
Interest Trust Trustee under the Interest Rate Swap Agreement.
SECTION
8.09 Merger
or
Consolidation of Trustee or Trust Administrator.
Any
corporation or association into which either the Trustee or the Trust
Administrator may be merged or converted or with which it may be consolidated
or
any corporation or association resulting from any merger, conversion or
consolidation to which the Trustee or the Trust Administrator, as the case
may
be, shall be a party, or any corporation or association succeeding to the
business of the Trustee or the Trust Administrator, as applicable, shall be
the
successor of the Trustee or the Trust Administrator, as the case may be,
hereunder, provided such corporation or association shall be eligible under
the
provisions of Section 8.06, without the execution or filing of any paper or
any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
SECTION
8.10 Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of REMIC I or property
securing the same may at the time be located, the Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of REMIC I, and to vest in such Person
or
Persons, in such capacity, such title to REMIC I, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Servicer and the Trustee may consider
necessary or desirable. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request to do so, or
in
case a Servicer Event of Default shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee
or
separate trustee hereunder shall be required to meet the terms of eligibility
as
a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be
required under Section 8.08 hereof.
In
the
case of any appointment of a co-trustee or separate trustee pursuant to this
Section 8.10 all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the
extent that under any law of any jurisdiction in which any particular act or
acts are to be performed by the Trustee (whether as Trustee hereunder or as
successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to REMIC I or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
SECTION
8.11 [Reserved].
SECTION
8.12 Appointment
of Office or Agency.
The
Trust
Administrator will appoint an office or agency in the City of New York where
the
Certificates may be surrendered for registration of transfer or exchange, and
presented for final distribution, and where notices and demands to or upon
the
Trust Administrator in respect of the Certificates and this Agreement may be
served.
SECTION
8.13 Representations
and Warranties.
Each
of
the Trustee and the Trust Administrator hereby represents and warrants to the
Servicer, the Depositor and the Trustee and the Trust Administrator, as
applicable, as of the Closing Date, that:
(i) It
is a
national banking association duly organized, validly existing and in good
standing under the laws of the United States of America.
(ii) The
execution and delivery of this Agreement by it, and the performance and
compliance with the terms of this Agreement by it, will not violate its articles
of association or bylaws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in
the
breach of, any material agreement or other instrument to which it is a party
or
which is applicable to it or any of its assets.
(iii) It
has
the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered this
Agreement.
(iv) This
Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid, legal and binding obligation of it,
enforceable against it in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, receivership, reorganization, moratorium
and
other laws affecting the enforcement of creditors’ rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) It
is not
in violation of, and its execution and delivery of this Agreement and its
performance and compliance with the terms of this Agreement will not constitute
a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in its good faith and reasonable
judgment, is likely to affect materially and adversely either the ability of
the
it to perform its obligations under this Agreement or the financial condition
of
it.
(vi) No
litigation is pending or, to the best of its knowledge, threatened against
it
which would prohibit it from entering into this Agreement or, in its good faith
reasonable judgment, is likely to materially and adversely affect either the
ability of it to perform its obligations under this Agreement or the financial
condition of it.
SECTION
8.14 [Reserved].
SECTION
8.15 No
Trustee or Trust Administrator Liability for Actions or Inactions of
Custodian.
Notwithstanding
anything to the contrary herein, in no event shall the Trustee or the Trust
Administrator be liable to any party hereto or to any third party for the
performance of any custody-related functions with respect to which the Custodian
shall fail to take action on behalf of the Trustee or Trust Administrator,
as
the case may be, or, with respect to which the performance of custody-related
functions pursuant to the terms of the custodial agreement with the Custodian
shall fail to satisfy all the related requirements under this
Agreement.
SECTION
8.16 Email
Communications.
Notwithstanding
anything to the contrary herein, any and all email communications (both text
and
attachments) by or from the Trust Administrator that the Trust Administrator
in
its sole discretion deems to contain confidential, proprietary, and/or sensitive
information shall be encrypted. The recipient (the “Email Recipient”) of the
email communication will be required to complete a one-time registration
process. Instructions on how to register and/or retrieve an encrypted message
will be included in the first secure email sent by the Trust Administrator
to
the Email Recipient. Additional information and assistance on using the Trust
Administrator’s encryption technology can be found at the Trust Administrator's
website xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling
(000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.
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 Servicer, the Trustee and the Trust
Administrator with respect to the Mortgage Loans (other than the obligations
of
the Servicer to the Trustee and the Trust Administrator pursuant to Section
8.05
and of the Servicer to provide for and the Trust Administrator to make payments
in respect of the REMIC 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 Servicer and the Trust Administrator) and (ii)
the
fair market value of the Mortgage Loans and the REO Properties (as determined
by
the Servicer, with the consent of the Trust Administrator as of the close of
business on the third Business Day next preceding the date upon which notice
of
any such termination is furnished to the related Certificateholders pursuant
to
Section 9.01(c)), in each case plus accrued and unpaid interest thereon at
the
weighted average of the Mortgage Rates through the end of the Due Period
preceding the final Distribution Date plus unreimbursed Servicing Advances
allocable to such Mortgage Loans and REO Properties and any accrued and unpaid
Net WAC Rate Carryover Amounts (the “Termination Price”); provided,
however, such option may only be exercised if the Termination Price is
sufficient to result in the payment of any Swap Termination Payment payable
to
the Interest Rate Swap Provider and all interest accrued on, as well as amounts
necessary to retire the principal balance of, each class of notes issued
pursuant to the Indenture.
(b) The
Servicer shall have the right (the party exercising such right, the
“Terminator”), to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I pursuant to clause (i) of the preceding paragraph
no later than the Determination Date in the month immediately preceding the
Distribution Date on which the Certificates will be retired; provided, however,
that the Terminator may elect to purchase all of the Mortgage Loans and each
REO
Property remaining in REMIC I pursuant to clause (i) above only if the aggregate
Stated Principal Balance of the Mortgage Loans and each REO Property remaining
in the Trust Fund at the time of such election is reduced to less than 10%
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date. By acceptance of a Residual Certificate, the Holders of the
Residual Certificates agree, in connection with any termination hereunder,
to
assign and transfer any amounts in excess of par, and to the extent received
in
respect of such termination, to pay any such amounts to the Holders of the
Class
CE Certificates.
In
connection with any termination pursuant to Section 9.01(b):
(i) At
least
twenty (20) days prior to the latest date on which notice of such optional
termination is required to be mailed to the Certificateholders pursuant to
Section 9.01(c), the Terminator shall notify in writing (which may be done
in
electronic format) the Interest Rate Swap Provider and the Trust Administrator
of the final Distribution Date on which the Terminator intends to terminate
the
Trust Fund;
(ii) No
later
than 4:00 pm (New York City time) four (4) Business Days prior to the final
Distribution Date specified in the notices required pursuant to Section 9.01(c),
the Trust Administrator shall
request in writing (in accordance with the applicable provision of the Interest
Rate Swap Agreement) from the Swap Provider the amount of the Estimated Swap
Termination Payment. The Swap Provider shall, no later than 2:00 pm
on the following Business Day, notify in writing (which may be done in
electronic format) the Trust Administrator of the amount of the Estimated Swap
Termination Payment; the Trust Administrator shall promptly on the next Business
Day notify the Terminator of the amount of the Estimated Swap Termination
Payment; and
(iii) Two
(2)
Business Days prior to the final Distribution Date specified in the notices
required pursuant to Section 9.01(c), (x) the Terminator shall, no later than 1:00 pm (New York
City time) on such day, deliver to the Trust Administrator and the Trust
Administrator shall deposit funds in the Distribution Account in an amount
equal
to the sum of the Termination Price (which shall be based on the Estimated
Swap
Termination Payment), and (y) if the Trust Administrator shall have determined
that the all of the requirements for Optional Termination have been met,
including without limitation the deposit required pursuant to the immediately
preceding clause (x) as well as the requirements specified in Section 9.01(c),
then the Trust Administrator shall, on the same Business Day, provide written
notice to the Terminator and the Interest Rate Swap Provider confirming (a)
its
receipt of the Termination Price (which shall be based on the Estimated Swap
Termination Payment), and (b) that all other requirements of the Optional
Termination have been met (the “Optional Termination
Notice”). Upon the delivery of the Optional Termination Notice by
the Trust Administrator pursuant to the preceding sentence, (i) the optional
termination shall become irrevocable, (ii) the notice to Certificateholders
of
such optional termination provided pursuant to Section 9.01(c) shall become
unrescindable, (iii) the Interest Rate Swap Provider shall determine the Swap
Termination Payment in accordance with the Interest Rate Swap Agreement (which
shall not exceed the Estimated Swap Termination Payment), and (iv) the Interest
Rate Swap Provider shall provide to the Trust Administrator written notice
of
the amount of the Swap Termination Payment not later than one (1) Business
Days
prior to the final Distribution Date specified in the notices required pursuant
to Section 9.01(c).
(c) Notice
of
the liquidation of any Certificates shall be given promptly by the Trust
Administrator by letter to the related Certificateholders and the Interest
Rate
Swap Provider 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 (as set forth in Section 9.01(d)) for deposit in the Distribution
Account an amount in immediately available funds equal to the Termination Price.
Upon certification to the Trust Administrator and the Trustee by a Servicing
Officer of the making of such final deposit, the Trust Administrator shall
promptly release or cause to be released to the related Terminator the Mortgage
Files for the remaining Mortgage Loans and the Trustee shall execute all
assignments, endorsements and other instruments delivered to it which are
necessary to effectuate such transfer.
(d) Upon
receipt of notice by the Trust Administrator of the presentation of the
Certificates by the Certificateholders on the related final Distribution Date
to
the Trust Administrator, the Trust Administrator shall distribute to each
Certificateholder so presenting and surrendering its Certificates the amount
otherwise distributable on such Distribution Date in accordance with Section
4.01 in respect of the Certificates so presented and surrendered. Any funds
not
distributed to any Holder or Holders of Certificates being retired on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by the
Trust Administrator and credited to the account of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given
pursuant to this Section 9.01 shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Trust
Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order
to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trust Administrator shall, directly or through an agent,
mail
a final notice to remaining related non-tendering Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining the
funds
in trust and of contacting such Certificateholders shall be paid out of the
assets remaining in the trust funds. If within one year after the final notice
any such Certificates shall not have been surrendered for cancellation, the
Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts,
and all rights of non-tendering Certificateholders in or to such amounts shall
thereupon cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Trust Administrator as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Immediately
following the deposit of funds in trust hereunder in respect of each of the
Certificates the Trust Fund shall terminate.
SECTION
9.02 Additional
Termination Requirements.
(a) In
the
event that the Terminator purchases all the Mortgage Loans and each REO
Property, REMIC I shall be terminated, in each case in accordance with the
following additional requirements (or in connection with the final payment
on or
other liquidation of the last Mortgage Loan or REO Property remaining in REMIC
I, the additional requirement specified in clause (i) below):
(i) The
Trust
Administrator shall specify the first day in the 90-day liquidation period
in a
statement attached to REMIC I’s final Tax Return pursuant to Treasury regulation
Section 1.860F-1, and such termination shall satisfy all requirements of a
qualified liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel obtained at the expense of
the
Servicer;
(ii) During
such 90-day liquidation period, and at or prior to the time of making of the
final payment on the Certificates, the 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 Servicer), the Terminator 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 REMIC II Regular Interests 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
Floating Rate Certificates (exclusive of any right to receive distributions
from
or obligation to make payments to the Net WAC Rate Carryover Reserve Account
in
respect of the Net WAC Rate Carryover Amount, the Reserve Fund, the Cap Account
or the Swap Account), the Class CE Interest, the Class IO Interest and the
Class
P Interest 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 CE Certificates (exclusive of any right to receive
distributions from or obligation to make payments to the Net WAC Rate Carryover
Reserve Account in respect of the Net WAC Rate Carryover Amount or the Swap
Account) 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. The
Class P Certificates shall be designated as the Regular Interests in REMIC
V and
the Class R-V Interest shall be designated as the Residual Interest in REMIC
V. The SWAP IO Interest shall be designated as the Regular Interests
in REMIC VI and the Class R-VI Interest shall be designated as the Residual
Interest in REMIC VI. Neither the Trustee nor the Trust Administrator
shall permit the creation of any “interests” in any Trust REMIC (within the
meaning of Section 860G of the Code) other than the REMIC Regular Interests
and
the interests represented by the Certificates.
(b) The
Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
created hereunder within the meaning of Section 860G(a)(9) of the
Code.
(c) The
Trust
Administrator shall pay any and all expenses relating to any tax audit of the
Trust Fund (including, but not limited to, any professional fees or any
administrative or judicial proceedings with respect to any Trust REMIC that
involve the Internal Revenue Service or state tax authorities), and shall be
entitled to reimbursement from the Trust therefor to the extent permitted under
Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax
matters person, shall (i) act on behalf of the Trust Fund in relation to any
tax
matter or controversy involving any Trust REMIC and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination
or
audit by any governmental taxing authority with respect thereto. The holder
of
the largest Percentage Interest of the Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
matters person of the related REMIC created hereunder. By its acceptance
thereof, the holder of the largest Percentage Interest of the Residual
Certificates hereby agrees to irrevocably appoint the Trust Administrator or
an
Affiliate as its agent to perform all of the duties of the tax matters person
for the Trust Fund.
(d) The
Trust
Administrator shall prepare and the Trustee at the direction of the Trust
Administrator shall sign and the Trust Administrator shall file all of the
Tax
Returns in respect of the REMIC created hereunder. The expenses of preparing
and
filing such returns shall be borne by the Trust Administrator without any right
of reimbursement therefor. The Servicer shall provide on a timely
basis to the Trust Administrator or its designee such information with respect
to the assets of the Trust Fund as is in its possession and reasonably required
by the Trust Administrator to enable it to perform its obligations under this
Article.
(e) The
Trust
Administrator shall perform on behalf of any Trust REMIC all reporting and
other
tax compliance duties that are the responsibility of the REMIC under the Code,
the REMIC Provisions or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority including the filing of Form
8811
with the Internal Revenue Service within 30 days following the Closing Date.
Among its other duties, as required by the Code, the REMIC Provisions or other
such compliance guidance, the Trust Administrator shall provide (i) to any
Transferor of a Residual Certificate such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to
any
Person who is not a Permitted Transferee, (ii) to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption as required) and (iii)
to
the Internal Revenue Service the name, title, address and telephone number
of
the person who will serve as the representative of any Trust
REMIC. The Servicer shall provide on a timely basis to the Trust
Administrator such information with respect to the assets of the Trust Fund,
including, without limitation, the Mortgage Loans, as is in its possession
and
reasonably required by the Trust Administrator to enable it to perform its
obligations under this subsection. In addition, the Depositor shall provide
or
cause to be provided to the Trust Administrator, within ten (10) days after
the
Closing Date, all information or data that the Trust Administrator reasonably
determines to be relevant for tax purposes as to the valuations and issue prices
of the Certificates, including, without limitation, the price, yield, Prepayment
Assumption and projected cash flow of the Certificates.
(f) The
Trustee, the Trust Administrator, the Servicer and the Holders of Certificates
shall take such action or cause the Trust REMIC to take such action as shall
be
necessary to create or maintain the status thereof as a REMIC under the REMIC
Provisions. The Trustee, the Trust Administrator and the Servicer shall not
take
any action or cause the Trust Fund to take any action or fail to take (or fail
to cause to be taken) any action that, under the REMIC Provisions, if taken
or
not taken, as the case may be, could (i) endanger the status of each Trust
REMIC
as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined
in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth
in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
unless the Trustee has received an Opinion of Counsel, addressed to the Trustee
and the Trust Administrator (at the expense of the party seeking to take such
action but in no event at the expense of the Trustee or the Trust Administrator)
to the effect that the contemplated action will not, with respect to any Trust
REMIC, endanger such status or result in the imposition of such a tax, nor
shall
the Servicer take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee or the Trust Administrator has advised it
in
writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could occur with respect to such action; provided that the Servicer
may conclusively rely on such Opinion of Counsel and shall incur no liability
for its action or failure to act in accordance with such Opinion of Counsel.
In
addition, prior to taking any action with respect to any Trust REMIC or the
respective assets of each, or causing any Trust REMIC to take any action, which
is not contemplated under the terms of this Agreement, the Servicer consult
with
the Trustee and the Trust Administrator or their designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur
with
respect to any Trust REMIC and the 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 the Servicer may conclusively rely on such writing and
shall incur no liability for its action or failure to act in accordance with
such writing. The Trust Administrator 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 Servicer will ensure that substantially
all of the assets of REMIC I will consist of “qualified mortgages” as defined in
Section 860G(a)(3) of the Code and “permitted investments” as defined in Section
860G(a)(5) of the Code, to the extent such obligations are within the Trustee’s,
Trust Administrator’s or Servicer’s, as applicable, control and not otherwise
inconsistent with the terms of this Agreement.
(g) In
the
event that any tax is imposed on “prohibited transactions” of the REMIC created
hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on
any contributions to the REMIC after the Startup Day therefor pursuant to
Section 860G(d) of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such tax shall be charged
(i)
to the Trust Administrator pursuant to Section 10.03 hereof, if such tax arises
out of or results from a breach by the Trust Administrator of any of its
obligations under this Article X, (ii) to the Trustee pursuant to Section 10.03
hereof, if such tax arises out of or results from a breach by the Trustee of
any
of its obligations under this Article X, (iii) to the Servicer pursuant to
Section 10.03 hereof, if such tax arises out of or results from a breach by
the
Servicer of any of its obligations under Article III or this Article X, or
otherwise (iv) against amounts on deposit in the Distribution Account and shall
be paid by withdrawal therefrom.
(h) The
Trust
Administrator shall prepare and forward to the Certificateholders, upon written
request, and to the Internal Revenue Service and, if necessary, state tax
authorities, all information returns and reports as and when required to be
provided to them under the Code, including, but not limited to, the calculation
of any original issue discount using the prepayment assumption (as described
in
the Prospectus Supplement).
(i) The
Trust
Administrator shall, for federal income tax purposes, maintain books and records
with respect to any Trust REMIC on a calendar year and on an accrual
basis.
(j) Following
the Startup Day, the Servicer, the 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 Servicer shall enter into any
arrangement by which any Trust REMIC will receive a fee or other compensation
for services nor permit either such REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
Code.
SECTION
10.02 Prohibited
Transactions and Activities.
None
of
the Depositor, the Servicer, the Trust Administrator or the Trustee shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the foreclosure of a Mortgage Loan, including but not limited to,
the
acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the termination
of
any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution
pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans
pursuant to Article II or III of this Agreement), nor acquire any assets for
any
Trust REMIC (other than REO Property acquired in respect of a defaulted Mortgage
Loan), nor sell or dispose of any investments in the Collection Account or
the
Distribution Account for gain, nor accept any contributions to any Trust REMIC
after the Closing Date (other than a Qualified Substitute Mortgage Loan
delivered in accordance with Section 2.03), unless it has received an Opinion
of
Counsel, addressed to the Trustee and the Trust Administrator (at the expense
of
the party seeking to cause such sale, disposition, substitution, acquisition
or
contribution but in no event at the expense of the Trustee or the Trust
Administrator) that such sale, disposition, substitution, acquisition or
contribution will not (a) affect adversely the status of any Trust REMIC as
a
REMIC or (b) cause any Trust REMIC to be subject to a tax on “prohibited
transactions” or “contributions” pursuant to the REMIC Provisions.
SECTION
10.03 Servicer,
Trustee and Trust Administrator Indemnification.
(a) The
Trust
Administrator agrees to indemnify the Trust Fund, the Depositor, the Servicer
and the Trustee for any taxes and costs including, without limitation, any
reasonable attorneys fees imposed on or incurred by the Trust Fund, the
Depositor, the Servicer or the Trustee as a result of a breach of the Trust
Administrator’s covenants set forth in this Article X.
(b) The
Servicer agrees to indemnify the Trust Fund, the Depositor, the 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 or this Article
X.
(c) The
Trustee agrees to indemnify the Trust Fund, the Depositor, the Trust
Administrator and the Servicer for any taxes and costs including, without
limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
Fund, the Depositor, the 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 Servicer,
the
Trustee and the Trust Administrator without the consent of any of the
Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct, modify
or supplement any provisions herein (including to give effect to the
expectations of Certificateholders) or (iii) to make any other provisions with
respect to matters or questions arising under this Agreement which shall not
be
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by either (a) an Opinion of Counsel delivered to the
Trustee and the Trust Administrator, adversely affect in any material respect
the interests of any Certificateholder or (b) written or electronic notice
to
the Depositor, the Servicer, the Trustee and the Trust Administrator from the
Rating Agencies that such action will not result in the reduction or withdrawal
of the rating of any outstanding Class of Certificates with respect to which
it
is a Rating Agency). No amendment shall be deemed to adversely affect in any
material respect the interests of any Certificateholder who shall have consented
thereto, and no Opinion of Counsel or Rating Agency confirmation shall be
required to address the effect of any such amendment on any such consenting
Certificateholder.
This
Agreement may also be amended from time to time by the Depositor, the Servicer,
the Trustee and the Trust Administrator with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights for the purpose
of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received
on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interests of the Holders of any Class of Certificates
(as
evidenced by either (i) an Opinion of Counsel delivered to the Trustee and
Trust
Administrator or (ii) written notice to the Depositor, the Servicer, the Trustee
and the Trust Administrator from the Rating Agencies that such action will
not
result in the reduction or withdrawal of the rating of any outstanding Class
of
Certificates with respect to which it is a Rating Agency) in a manner, other
than as described in (i), without the consent of the Holders of Certificates
of
such Class evidencing at least 66% of the Voting Rights allocated to such Class,
or (iii) modify the consents required by the immediately preceding clauses
(i)
and (ii) without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01,
Certificates registered in the name of the Depositor or the Servicer or any
Affiliate thereof shall be entitled to Voting Rights with respect to matters
affecting such Certificates.
Notwithstanding
any contrary provision of this Agreement, neither the Trustee nor the Trust
Administrator shall consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment
will
not result in the imposition of any tax on any Trust REMIC pursuant to the
REMIC
Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding.
Prior
to
executing any amendment pursuant to this Section, the 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 parties to this
Agreement shall enter into any amendment to this Agreement that could reasonably
be expected to have a material adverse effect on the interests of the
Interest Rate Swap Provider hereunder (excluding, for the avoidance of doubt,
any amendment to the Pooling and Servicing Agreement that is entered into solely
for the purpose of appointing a successor servicer, trust administrator, trustee
or other service provider) without the prior written consent of the Interest
Rate Swap Provider, which consent shall not be unreasonably withheld,
conditioned or delayed.
Promptly
after the execution of any such amendment the Trust Administrator shall make
available a copy of such amendment on its website.
It
shall
not be necessary for the consent of Certificateholders under this Section 11.01
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trust Administrator may prescribe.
The
cost
of any Opinion of Counsel to be delivered pursuant to this Section 11.01 shall
be borne by the Person seeking the related amendment, but in no event shall
such
Opinion of Counsel be an expense of the Trustee or the Trust
Administrator.
Notwithstanding
the foregoing, each of the Trustee and Trust Administrator may, but shall not
be
obligated to enter into any amendment pursuant to this Section that affects
its
rights, duties and immunities under this Agreement or otherwise.
SECTION
11.02 Recordation
of Agreement; Counterparts.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the expense
of
the Certificateholders, but only upon direction of Certificateholders
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the
Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
SECTION
11.03 Limitation
on Rights of Certificateholders.
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as expressly provided
for
herein) or in any manner otherwise control the operation and management of
the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of any of the Certificates, be construed
so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to
any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless (i) such Holder previously
shall have given to the Trustee and Trust Administrator a written notice of
default and of the continuance thereof, as hereinbefore provided, and (ii)
the
Holders of Certificates entitled to at least 25% of the Voting Rights shall
have
made written request upon the Trustee and the Trust Administrator to institute
such action, suit or proceeding in its own name as Trustee or Trust
Administrator hereunder and shall have offered to the Trustee or the Trust
Administrator, as applicable, such indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee or the Trust Administrator, for 15 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder, the Trustee and the Trust Administrator, that no one or
more
Holders of Certificates shall have any right in any manner whatsoever by virtue
of any provision of this Agreement to affect, disturb or prejudice the rights
of
the Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder,
the Trustee and the Trust Administrator shall be entitled to such relief as
can
be given either at law or in equity.
SECTION
11.04 Governing
Law.
This
Agreement shall be construed in accordance with the laws of the State of New
York and the obligations, rights and remedies of the parties hereunder shall
be
determined in accordance with such laws.
SECTION
11.05 Notices.
All
directions, demands and notices hereunder shall be sent (i) via facsimile (with
confirmation of receipt) or (ii) in writing and shall be deemed to have been
duly given when received if personally delivered at or mailed by first class
mail, postage prepaid, or by express delivery service or delivered in any other
manner specified herein, to (a) in the case of the Depositor, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group (telecopy
number (000) 000-0000), or such other address or telecopy number as may
hereafter be furnished to the Servicer, the Trust Administrator and the Trustee
in writing by the Depositor, (b) in the case of the Servicer, 0 Xxxx Xxxxxx,
Xxx
Xxxxxx, XX 00000-0000, Attention: Xxxx X. Xxxxx, MAC X 2302-033, (telecopy
number: (000) 000-0000), with a copy to General Counsel, 0 Xxxx Xxxxxx, Xxx
Xxxxxx, XX 00000-0000, MAC X 2401-06T, (telecopy number: (000) 000-0000) or
such
other address or telecopy number as may hereafter be furnished to the Trustee,
the Trust Administrator and the Depositor in writing by the Servicer, (c) in
the
case of the Trust Administrator, 000 Xxxxxxxxx Xxxxxx – 00xx Xxxxx,
Xxx Xxxx,
Xxx Xxxx 00000, Attention: CMLTI 2007-WFHE3 (telecopy number (000) 000-0000),
or
such other address or telecopy number as may hereafter be furnished to the
Trustee, the Servicer and the Depositor in writing by the Trust Administrator
and (d) in the case of the Trustee, U.S. Bank National Association, Xxx Xxxxxxx
Xxxxxx – 0xx
Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Structured Finance/CMLTI
2007-WFHE3 (telecopy number (000) 000-0000), or such other address or telecopy
number as may hereafter be furnished to the Servicer, the Trust Administrator
and the Depositor in writing by the Trustee. Any notice required or permitted
to
be given to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register.
Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.
SECTION
11.06 Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
SECTION
11.07 Notice
to
Rating Agencies.
The
Trust
Administrator shall use its best efforts promptly to provide notice to the
Rating Agencies, and the Servicer shall use its best efforts promptly to provide
notice to the Trust Administrator, with respect to each of the following of
which the Trust Administrator or the Servicer, as applicable, has actual
knowledge:
1. Any
material change or amendment to this Agreement;
2. The
occurrence of any Servicer Event of Default that has not been cured or
waived;
3. The
resignation or termination of the 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
Servicer, as required pursuant to Section 3.20 and Section 3.21, shall promptly
furnish to the Rating Agencies copies of the following:
1. Each
annual statement as to compliance described in Section 3.20; and
2. Each
annual independent public accountants’ servicing report described in Section
3.21.
Any
such
notice pursuant to this Section 11.07 shall be in writing and shall be deemed
to
have been duly given if personally delivered at or mailed by first class mail,
postage prepaid, or by express delivery service to Standard & Poor’s Ratings
Services, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 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
Interest Rate Swap Provider shall be an express third-party beneficiary of
this
Agreement to the extent of its express rights to receive any payments under
this
Agreement or any other express rights of the Interest Rate Swap Provider
explicitly stated in this Agreement, and shall have the right to enforce such
rights under this Agreement as if it were a party hereto.
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 SEC
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 SEC 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 may
determine in good faith is necessary to comply with the provisions of Regulation
AB, and (d) no amendment of this Agreement shall be required to effect any
such
changes in the parties’ obligations as are necessary to accommodate evolving
interpretations of the provisions of Regulation AB; provided, however, that
any
such changes shall require the consent of each of the parties
hereto.
IN
WITNESS WHEREOF, the Depositor, the Servicer, the Trust Administrator and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized, in each case as of the day and year first above
written.
|
CITIGROUP MORTGAGE
LOAN TRUST INC.,
as Depositor
|
|||
|
|
By:
|
/s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | ||
| Title: | Director | ||
|
XXXXX
FARGO BANK, N.A.,
as
Servicer
|
|||
|
|
By:
|
/s/ Xxxxxxxx X. Xxxx | |
| Name: | Xxxxxxxx X. Xxxx | ||
| Title: |
Assistant Vice
President
Xxxxx Fargo Home Mortgage
|
||
|
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 X.
Xxxxxxx
|
|
|
Name: Xxxxx
X. Xxxxxxx
|
|
|
Title: President
and General Counsel
|
|
STATE
OF NEW YORK
|
) |
| ) ss.: | |
|
COUNTY
OF NEW YORK
|
) |
On
the
____ day of June 2007, before me, a notary public in and for said State,
personally appeared __________________, known to me to be a __________________
of Citigroup Mortgage Loan Trust Inc., one of the corporations 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 corporation executed
the
within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF ____________
|
) |
| ) ss.: | |
|
COUNTY
OF __________
|
) |
On
the
____ day of June 2007, before me, a notary public in and for said State,
personally appeared _________________, known to me to be a ________________
of
Xxxxx Fargo Bank, N.A., one of the entities that executed the within instrument,
and also known to me to be the person who executed it on behalf of said entity,
and acknowledged to me that such corporation executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF NEW YORK
|
) |
| ) ss.: | |
|
COUNTY
OF NEW YORK
|
) |
On
the
____ day of June 2007, 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 corporation executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF ____________
|
) |
| ) ss.: | |
|
COUNTY
OF __________
|
) |
On
the
____ day of June 2007, before me, a notary public in and for said State,
personally appeared _________________, known to me to be a ________________
of
U.S. Bank National Association, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said entity, and acknowledged to me that such entity executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
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.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986
(THE “CODE”).
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class A-1 Certificates as
of the
Issue Date: $233,212,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$233,212,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the 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-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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons
in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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-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”).
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class A-2 Certificates as
of the
Issue Date: $183,319,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
: $183,319,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP: 00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-2 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which
is set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day
of each month
or, if such 25th day
is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate
and the
amount required to be distributed to the Holders of Class A-2 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five
Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose
as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals
from the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred,
with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons
in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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-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”).
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class A-3 Certificates as
of the
Issue Date: $42,239,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$42,239,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-3 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the 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-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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons
in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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 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
DESCRIBED HEREIN.
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class M-1 Certificates as
of the
Issue Date: $26,953,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$26,953,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP: 00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which
is set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day
of each month
or, if such 25th day
is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate
and the
amount required to be distributed to the Holders of Class M-1 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five
Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose
as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals
from the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred,
with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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 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
DESCRIBED HEREIN.
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class M-2 Certificates as
of the
Issue Date: $24,372,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$24,372,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-2 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which
is set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day
of each month
or, if such 25th day
is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate
and the
amount required to be distributed to the Holders of Class M-2 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five
Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose
as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals
from the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred,
with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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-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
DESCRIBED HEREIN.
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class M-3 Certificates as
of the
Issue Date: $6,308,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$6,308,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-3 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which
is set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day
of each month
or, if such 25th day
is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate
and the
amount required to be distributed to the Holders of Class M-3 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five
Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose
as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals
from the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred,
with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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
________________________________________________________________________________________________
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-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
DESCRIBED HEREIN.
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class M-4 Certificates as
of the
Issue Date: $10,609,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$10,609,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-4 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which
is set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day
of each month
or, if such 25th day
is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate
and the
amount required to be distributed to the Holders of Class M-4 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five
Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose
as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals
from the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred,
with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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
________________________________________________________________________________________________
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-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
DESCRIBED HEREIN.
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class M-5 Certificates as
of the
Issue Date: $7,168,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$7,168,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-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 Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which
is set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day
of each month
or, if such 25th day
is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate
and the
amount required to be distributed to the Holders of Class M-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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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
________________________________________________________________________________________________
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-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
DESCRIBED HEREIN.
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class M-6 Certificates as
of the
Issue Date: $5,161,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
: $5,161,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-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 Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which
is set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day
of each month
or, if such 25th day
is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate
and the
amount required to be distributed to the Holders of Class M-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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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
________________________________________________________________________________________________
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-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
DESCRIBED HEREIN.
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class M-7 Certificates as
of the
Issue Date: $6,882,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$6,882,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-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 Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which
is set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day
of each month
or, if such 25th day
is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate
and the
amount required to be distributed to the Holders of Class M-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
Servicer, the Trust Administrator, the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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
________________________________________________________________________________________________
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-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
DESCRIBED HEREIN.
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class M-8 Certificates as
of the
Issue Date: $5,161,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$5,161,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-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 Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which
is set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day
of each month
or, if such 25th day
is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate
and the
amount required to be distributed to the Holders of Class M-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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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-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
DESCRIBED HEREIN.
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class M-9 Certificates as
of the
Issue Date: $6,308,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$6,308,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-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 Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which
is set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day
of each month
or, if such 25th day
is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate
and the
amount required to be distributed to the Holders of Class M-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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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-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.
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
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class M-10 Certificates
as of the
Issue Date: $8,028,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$8,028,000.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 25, 2007
|
|
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-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 Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which
is set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day
of each month
or, if such 25th day
is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate
and the
amount required to be distributed to the Holders of Class M-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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other
written
instrument of transfer in form satisfactory to the Trust Administrator
duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may
treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby
shall
terminate upon payment to the Certificateholders of all amounts held by
the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or
any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
| 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-11 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
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, THE CLASS M-9 CERTIFICATES
AND THE CLASS M-10 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 REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
|
Series
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class M-11 Certificates as
of the
Issue Date: $7,742,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$7,742,000.00
|
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 25, 2007
|
||
|
CUSIP:
00000XXX0
|
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 SERVICER, THE TRUST ADMINISTRATOR,
THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED
STATES.
|
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-11 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-11 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which is
set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-11 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of 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. 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 Servicer and any Sub-Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with
such
federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
June ___, 2007
|
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 CE 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 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 SHALL BE MADE UNLESS THE TRANSFEREE OF SUCH
CERTIFICATE PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION FORM
(I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE
(OR ANY SUCCESSOR FORM THERETO)), AS A CONDITION TO SUCH TRANSFER AND AGREES
TO
UPDATE SUCH FORMS (I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED
UNDER
THEN APPLICABLE U.S. TREASURY REGULATIONS AND (III) PROMPTLY UPON LEARNING
THAT
ANY IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE
(OR
ANY SUCCESSOR FORM THERETO), HAS BECOME OBSOLETE OR INCORRECT.
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:
2007-WFHE3
|
Aggregate
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: June 1,
2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
|
First
Distribution Date: July 25, 2007
|
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: June 25, 2007
|
THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT ANY
TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE 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 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 Servicer, 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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and any
Sub-Servicer against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement. In addition, no
transfer of this Certificate shall be made except in accordance with the
tax
certification form procedures set forth in Section 5.02(b) of the
Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the
Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
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:
June ___, 2007
|
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 P 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 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:
2007-WFHE3
|
Aggregate
Certificate Principal Balance of the Class P Certificates as of
the Issue
Date: $100.00
|
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Denomination:
$100.00
|
|
|
First
Distribution Date: July 25, 2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
||
|
Issue
Date: June 25, 2007
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE 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 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 Servicer and the Trustee, a summary of certain
of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class P Certificates
on such
Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in
immediately available funds to the account of the Person entitled thereto
if
such Person shall have so notified the Trust Administrator in writing at
least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and any
Sub-Servicer against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the
Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
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:
June ___, 2007
|
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 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
2007-WFHE3
|
Aggregate
Percentage Interest of the Class R Certificates as of the Issue
Date:
100%
|
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
||
|
First
Distribution Date: July 25, 2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
||
|
Issue
Date: June 25, 2007
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien and second lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE 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 Servicer, the Trust Administrator and the
Trustee, a summary of certain of the pertinent provisions of which is set
forth
hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class R Certificates
on such
Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing a Percentage Interest
in the Class of Certificates equal to the denomination specified on the face
hereof divided by the aggregate Certificate Principal Balance of the Class
of
Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicer, the Trust Administrator, the Trustee, and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
Any
resale, transfer or other disposition of this certificate may be made only
in
accordance with the provisions of section 5.02 of the agreement referred
to
herein.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and any
Sub-Servicer against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(b) of the Agreement.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that
(A) the
Class R Certificates have been designated as a residual interest in the REMICs
as set forth in the Agreement, (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 any
REMIC.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the purchase by the Servicer 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, Servicer 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:
June ___, 2007
|
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-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
2007-WFHE3
|
Aggregate
Percentage Interest of the Class R-X Certificates as of the Issue
Date:
100%
|
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
||
|
First
Distribution Date: July 25, 2007
|
Servicer: Xxxxx
Fargo Bank, N.A.
|
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
||
|
Issue
Date: June 25, 2007
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR,
THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED
STATES.
|
This
certifies that Citigroup Global Markets Inc. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class R-X Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class R-X Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicer, the Trust Administrator
and
the Trustee, a summary of certain of the pertinent provisions of which is
set
forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class R-X Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing a Percentage Interest
in the Class of Certificates equal to the denomination specified on the face
hereof divided by the aggregate Certificate Principal Balance of the Class
of
Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Servicer, the Trust Administrator, the Trustee, and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
Any
resale, transfer or other disposition of this certificate may be made only
in
accordance with the provisions of section 5.02 of the agreement referred
to
herein.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and any
Sub-Servicer against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(b) of the Agreement.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that
(A) the
Class R-X Certificates have been designated as a residual interest in the
REMICs
as set forth in the Agreement, (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 any
REMIC.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
the Person in whose name this Certificate is registered as the owner hereof
for
all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
the Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the purchase by the Servicer 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, Servicer 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:
June ___, 2007
|
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
Servicer; and b) items marked “Form 10-D report” are required to be in the Form
10-D report but not the 4.02 statement, provided by the party
indicated. Information under all other Items of Form 10-D is to be
included in the Form 10-D report.
|
Form
|
Item
|
Description
|
Responsible
Party
|
||
|
10-D
|
Must
be filed within 15 days of the Distribution Date.
|
||||
|
1
|
Distribution
and Pool Performance Information
|
||||
|
Item
1121(a) – Distribution and Pool Performance
Information
|
|
||||
|
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for the
distribution period.
|
4.02
statement
|
||||
|
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
4.02
statement
|
||||
|
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
4.02
statement
|
||||
|
(i)
Fees or expenses accrued and
paid, with an identification of the general purpose of such fees
and the
party receiving such fees or expenses.
|
4.02
statement
|
||||
|
(ii)
Payments accrued or paid
with respect to enhancement or other support identified in Item
1114 of
Regulation AB (such as insurance premiums or other enhancement
maintenance
fees), with an identification of the general purpose of such payments
and
the party receiving such payments.
|
4.02
statement
|
||||
|
(iii)
Principal, interest and
other distributions accrued and paid on the asset-backed securities
by
type and by class or series and any principal or interest shortfalls
or
carryovers.
|
4.02
statement
|
||||
|
(iv)
The amount of excess cash
flow or excess spread and the disposition of excess cash
flow.
|
4.02
statement
|
||||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.02
statement
|
||||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
4.02
statement
|
||||
|
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
4.02
statement
|
||||
|
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
4.02
statement
|
||||
|
(8)
Number and amount of pool assets at the beginning and ending of
each
period, and updated pool composition information, such as weighted
average
coupon, weighted average 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
Servicer
Originator
Custodian
|
Seller
Depositor
Trustee
Trust
Administrator
Depositor
Servicer
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, Servicer, Trust Administrator, Interest Rate
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 Servicer, Trustee or Trust Administrator
|
||||
|
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing
10% or more
of pool assets at time of report, other material servicers, trust
administrator or trustee. Reg AB disclosure about any new
servicer, trust administrator or trustee is also required.
|
Trust Administrator
or
Servicer
|
||||
|
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 servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
Depositor
|
||||
|
7.01
|
Regulation
FD Disclosure
|
Depositor
|
|||
|
8.01
|
Other
Events
|
||||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
Depositor
|
||||
|
9.01
|
Financial
Statements and Exhibits
|
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
Servicer
Originator
Custodian
Credit
Enhancer/Support Provider, if any
Significant
Obligor, if any
|
Seller
Depositor
Trustee
Trust
Administrator
Issuing
entity
Servicer
Originator
Custodian
Depositor
Depositor
|
||||
|
Item
1122 – Assessment of Compliance with Servicing
Criteria
|
Each
Party participating in the servicing function
|
||||
|
Item
1123 – Servicer Compliance Statement
|
Servicer
|
||||
EXHIBIT
C
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
Definitions
Primary
Servicer – transaction party having borrower contact
Master
Servicer – aggregator of pool assets
Trust
Administrator – waterfall calculator (may be the Trustee, or may be the Master
Servicer)
Back-up
Servicer – named in the transaction (in the event a Back up Servicer becomes the
Primary Servicer, follow Primary Servicer obligations)
Custodian
– safe keeper of pool assets
Paying
Agent – distributor of funds to ultimate investor (Trust Administrator performs
this function)
Trustee
–
fiduciary of the transaction
Note: The
definitions above describe the essential function that the party performs,
rather than the party’s title. So, for example, in a particular
transaction, the trustee may perform the “paying agent” and “trust
administrator” functions, while in another transaction, the trust administrator
may perform these functions.
Where
there are multiple checks for criteria the attesting party will identify
in
their management assertion that they are attesting only to the portion of
the
distribution chain they are responsible for in the related transaction
agreements.
Key:
X
- obligation
|
Reg
AB Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Master
Servicer
|
Trust
Administrator
|
|
General
Servicing Considerations
|
||||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
X
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
|||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
X
|
|
|
Cash
Collection and Administration
|
||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
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
Servicer.
|
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
Servicer’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 Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
||
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
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 servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
||
|
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
|
EXHIBIT
D
FORM
OF
ASSIGNMENT AND RECOGNITION AGREEMENT
ASSIGNMENT
AND RECOGNITION AGREEMENT
This
is
an Assignment, Assumption and Recognition Agreement (“Assignment Agreement”)
made as of June 25, 2007, among Citigroup Global Markets Realty Corp. (the
“Assignor”), Xxxxx Fargo Bank, N.A. (the “Company”) and Citigroup Mortgage Loan
Trust Inc. (the “Assignee”) for the benefit of the holders of the Citigroup
Mortgage Loan Trust 2007-WFHE3, Asset-Backed Pass-Through Certificates,
Series
2007-WFHE3.
In
consideration of the mutual promises contained herein the parties hereto
agree
that (i) the residential mortgage loans (the “Assigned Loans”) listed on
Attachment 1 annexed hereto (the “Assigned Loan Schedule”), (ii) the
Amended and Restated Master Mortgage Loan Purchase Agreement (the “Agreement”),
dated as of March 1, 2006, as amended by the First Amendment to the Amended
and
Restated Master Mortgage Loan Purchase Agreement, dated as of October 26,
2006
between the Assignor and the Company, pursuant to which the Assigned Loans
were
purchased by the Assignor from the Company and (iii) the Assignment and
Conveyance Agreement (WFHM 2007-M05) (the “Assignment and Conveyance
Agreement”), dated as of May 31, 2007, between the Company and the Assignor shall be subject
to the
terms of this Assignment Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Agreement.
Assignment
and
Assumption
Except
as
expressly provided for herein, the Assignor hereby grants, transfers and
assigns
to the Assignee all of its right, title and interest as in, to and under
(a) the
Assigned Loans and (b) the Agreement with respect to the Assigned Loans;
provided, however, that the Assignor is not assigning to the Assignee any
of its
right, title or interest, in, to and under the Agreement with respect to
any
mortgage loan other than the Assigned Loans listed on Attachment
1. Except as is otherwise expressly provided herein, the Assignor
makes no representations, warranties or covenants to the Assignee and the
Assignee acknowledges that the Assignor has no obligations to the Assignee
under
the terms of the Agreement or otherwise relating to the transaction contemplated
herein (including, but not limited to, any obligation to indemnify the
Assignee). The rights of the Assignor under Section 4(b) of the Agreement
shall
survive the execution and delivery of this Assignment Agreement.
Representations,
Warranties and
Covenants
1. Assignor
warrants and represents to Assignee and Company as of the date
hereof:
(a) The
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) Assignor
is the lawful owner of the Assigned Loans with full right to transfer the
Assigned Loans and any and all of its interests, rights and obligations
under
the Agreement as they relate to the Assigned Loans, free and clear from
any and
all claims and encumbrances; and upon the transfer of the Assigned Loans
to
Assignee as contemplated herein, Assignee shall have good title to each
and
every Assigned Loan, as well as any and all of Assignee’s interests, rights and
obligations under the Agreement as they relate to the Assigned Loans, free
and
clear of any and all liens, claims and encumbrances;
(c) There
are
no offsets, counterclaims or other defenses available to Company with respect
to
the Assigned Loans or the Agreement;
(d) Assignor
has no knowledge of, and has not received notice of, any waivers under,
or any
modification of, any Assigned Loan;
(e) Assignor
is duly organized, validly existing and in good standing under the laws
of the
jurisdiction of its incorporation, and has all requisite power and authority
to
acquire, own and sell the Assigned Loans;
(f) Assignor
has full corporate power and authority to execute, deliver and perform
its
obligations under this Assignment Agreement, and to consummate the transactions
set forth herein. The consummation of the transactions contemplated
by this Assignment Agreement is in the ordinary course of Assignor’s business
and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor’s charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignor
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 Assignor or its property
is
subject. The execution, delivery and performance by Assignor of this
Assignment Agreement and the consummation by it of the transactions contemplated
hereby, have been duly authorized by all necessary corporate action on
the part
of Assignor. This Assignment Agreement has been duly executed and
delivered by Assignor and, upon the due authorization, execution and delivery
by
Assignee and Company, will constitute the valid and legally binding obligation
of Assignor enforceable against Assignor 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;
(g) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
Assignor in connection with the execution, delivery or performance by Assignor
of this Assignment Agreement, or the consummation by it of the transactions
contemplated hereby;
(h) Neither
Assignor nor anyone acting on its behalf has offered, transferred, pledged,
sold
or otherwise disposed of the Assigned Loans or any interest in the Assigned
Loans, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Assigned Loans, or any interest in the Assigned Loans
or
otherwise approached or negotiated with respect to the Assigned Loans,
or any
interest in the Assigned Loans with any Person in any manner, or made any
general solicitation by means of general advertising or in any other manner,
or
taken any other action which would constitute a distribution of the Assigned
Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
would render the disposition of the Assigned Loans a violation of Section
5 of
the 1933 Act or require registration pursuant thereto;
(i) The
Assignor has received from Company, and has delivered to the Assignee,
all
documents required to be delivered to Assignor by the Company prior to
the date
hereof pursuant to the Agreement with respect to the Assigned Loans and
has not
received, and has not requested from the Company, any additional
documents;
(j) There
is
no action, suit, proceeding, investigation or litigation pending or, to
Assignor's knowledge, threatened, which either in any instance or in the
aggregate, if determined adversely to Assignor, would adversely affect
Assignor's execution or delivery of, or the enforceability of, this Assignment
Agreement, or the Assignor's ability to perform its obligations under this
Assignment Agreement;
(k) The
Assignor hereby represents and warrants that to the best of the Assignor’s
knowledge, nothing has occurred in the period of time from the related
Closing
Date (as defined in the Agreement) to the date hereof which would cause
such
representation and warranties referred to in Exhibit A to be untrue in
any
material respect as of the date hereof;
(l) No
Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
is
governed by the Georgia Fair Lending Act;
(m) 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(c) Glossary
Revised, Appendix E); and
(n) All
Mortgage Loans were originated in compliance with all applicable laws,
including, but not limited to, all applicable anti-predatory lending
laws.
2. Assignee
warrants and represents to, and covenants with, Assignor and Company as
of the
date hereof:
(a) Assignee
is a Delaware corporation duly organized, validly existing and in good
standing
under the laws of the State of Delaware and has all requisite power and
authority to hold the Assigned Loans;
(b) Assignee
has full power and authority to execute, deliver and perform its obligations
under this Assignment Agreement, and to consummate the transactions set
forth
herein. The consummation of the transactions contemplated by this
Assignment Agreement is in the ordinary course of Assignee’s business and will
not conflict with, or result in a breach of, any of the terms, conditions
or
provisions of Assignee’s charter or by-laws or any legal restriction, or any
material agreement or instrument to which Assignee 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 Assignee or its property is subject. The
execution, delivery and performance by Assignee of this Assignment Agreement
and
the consummation by it of the transactions contemplated hereby, have been
duly
authorized by all necessary corporate action on part of Assignee. This
Assignment Agreement has been duly executed and delivered by Assignee and,
upon
the due authorization, execution and delivery by Assignor and Company,
will
constitute the valid and legally binding obligation of Assignee enforceable
against Assignee in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other
similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
Assignee in connection with the execution, delivery or performance by Assignee
of this Assignment Agreement, or the consummation by it of the transactions
contemplated hereby;
(d) There
is
no action, suit, proceeding, investigation or litigation pending or, to
Assignee's knowledge, threatened, which either in any instance or in the
aggregate, if determined adversely to Assignee, would adversely affect
Assignee's execution or delivery of, or the enforceability of, this Assignment
Agreement, or the Assignee's ability to perform its obligations under this
Assignment Agreement;
(e) Assignee
assumes for the benefit of each of the Assignor and the Company all of
the
rights of the Assignor under the Agreement with respect to the Assigned
Loans;
and
(f) The
Assignee agrees to be bound, as purchaser, by all of the terms, covenants
and
conditions of the Agreement and the Assigned Loans, and from and after
the date
hereof, the Assignee assumes for the benefit of each of the Company and
the
Assignor all of the Assignor’s obligations as purchaser thereunder, with respect
to the Assigned Loans.
3. Company
warrants and represents to, and covenant with, Assignor and Assignee as
of the
date hereof:
(a) The
Agreement is in full force and effect as of the date hereof and the provisions
of which have not been waived, further amended or modified in any respect,
nor
has any notice of termination been given thereunder;
(b) Company
is a national banking association duly organized, validly existing and
in good
standing under the laws of the United States, and has all requisite power
and
authority to service the Assigned Loans and otherwise to perform its obligations
under the Agreement;
(c) Company
has full power and authority to execute, deliver and perform its obligations
under this Assignment Agreement, and to consummate the transactions set
forth
herein. The consummation of the transactions contemplated by this
Assignment Agreement is in the ordinary course of Company’s business and will
not conflict with, or result in a breach of, any of the terms, conditions
or
provisions of Company’s charter or by-laws or any legal restriction, or any
material agreement or instrument to which 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 Company or its property is subject. The
execution, delivery and performance by Company of this Assignment Agreement
and
the consummation by it of the transactions contemplated hereby, have been
duly
authorized by all necessary action on the part of Company. This Assignment
Agreement has been duly executed and delivered by Company, and, upon the
due
authorization, execution and delivery by Assignor and Assignee, will constitute
the valid and legally binding obligation of Company, enforceable against
Company
in accordance with its terms except as enforceability may be limited by
the
effect of insolvency, liquidation, conservatorship and other similar laws
administered by the Federal Deposit Insurance Corporation affecting the
enforcement of contract obligations of insured banks and subject to the
application of the rules of equity, including those respecting the availability
of specific performance;
(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
Company in connection with the execution, delivery or performance by Company
of
this Assignment Agreement, or the consummation by it of the transactions
contemplated hereby;
(e) No
event
has occurred from the Closing Date to the date hereof which would render
the
representations and warranties as to the Company in Section 6(a) of the
Agreement to be untrue in any material respect;
(f) Each
of
the representations and warranties regarding the Assigned Loans set forth
in
Section 6(b) of the Agreement (and attached hereto as Exhibit A) are true
and
correct as of the related Closing Date (as defined in the Agreement);
and
(g) Neither
this Assignment Agreement nor any certification, statement, report or other
agreement, document or instrument furnished or to be furnished by the Company
pursuant to this Assignment Agreement contains or will contain any materially
untrue statement of fact or omits or will omit to state a fact necessary
to make
the statements contained therein not misleading.
4. Assignor
hereby agrees to indemnify and hold the Assignee (and its successors and
assigns) harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
fees
and expenses that Assignee (and its successors and assigns) may sustain
in any
way related to any breach of the representations or warranties of Assignor
set
forth in this Assignment Agreement or the breach of any covenant or condition
contained herein.
Recognition
of
Assignee
5. From
and
after the date hereof, the Company shall recognize Assignee as owner of
the
Assigned Loans, and acknowledges that the Assigned Loans will be further
assigned by the Assignee to U.S. Bank National Association as trustee under
the
Pooling and Servicing Agreement, dated as of June 1, 2007 (the “Pooling and
Servicing Agreement”), among the Citigroup Mortgage Loan Trust Inc. as depositor
(the “Depositor”), Xxxxx Fargo Bank, N.A. as servicer (the
“Servicer”), Citibank, N.A. as trust administrator (the “Trust Administrator”)
and U.S. Bank National Association as trustee (the “Trustee”) and further
acknowledges that the Assigned Loans will be part of a REMIC, and will
service
the Assigned Loans in accordance with the Pooling and Servicing Agreement.
It is
the intention of Assignor, Company and Assignee that this Assignment Agreement
shall be binding upon and for the benefit of the respective successors
and
assigns of the parties hereto. Neither Company nor Assignor shall amend
or agree
to amend, modify, waive, or otherwise alter any of the terms or provisions
of
the Agreement which amendment, modification, waiver or other alteration
would in
any way affect the Assigned Loans without the prior written consent of
Assignee.
Remedies
for Breach of Representations
and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Section
3 hereof
shall be as set forth in Section 4(b) of the Agreement as if they were
set forth
herein (including without limitation the repurchase and indemnity obligations
set forth therein).
In
addition to the foregoing, in the event that a breach of any representation
of
the Company materially and adversely affects the interests of the Assignor
in
any prepayment penalty or the collectability of such prepayment penalty,
the
Company shall pay the amount of the scheduled prepayment penalty to the
Assignor
upon the payoff of any related Assigned Loan.
The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee 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 4 hereof shall be
as set
forth in Section 2.03 of the Pooling Agreement as if they were set forth
herein.
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.
In
addition, the Company shall repurchase at the Purchase Price or Adjusted
Purchase Price, as the case may be (each, as defined in the Commitment
Letter,
dated April 20, 2007, between Company and Assignor), all Assigned Loans
that fail to make the first scheduled monthly payment due to the Assignor
within thirty (30) days of when such payment is due (an “FPD”). In
the event an FPD occurs, the repurchase price shall be equal to (i) the
product
of the Purchase Price or Adjusted Purchase Price percentage, as the case
may be,
and the Stated Principal Balance of the related Assigned Loan as of the date on
which such repurchase is effective plus (ii) interest on such Stated Principal
Balance at the Mortgage Loan Remittance Rate (as defined in the Agreement)
from the Cut-off Date (as defined in the Agreement) through the last day of
the month in which such repurchase is effective; provided, however,
that any amounts in excess of the Purchase Price (as defined in the Pooling
and Servicing Agreement) shall be remitted by the Company to the
Assignor.
Miscellaneous
7. All
demands, notices and communications related to the Assigned Loans, the
Agreements and this Assignment Agreement shall be in writing and shall
be deemed
to have been duly given if personally delivered at or mailed by registered
mail,
postage prepaid, as follows:
|
(a)
|
In
the case of Company:
|
| XXXXX FARGO BANK, N.A. |
| 1 Home Campus |
| Xxx Xxxxxx, Xxxx 00000-0000 |
| Attention: Xxxx X. Xxxxx, MAC X2302-033 |
| Facsimile: (000) 000-0000 |
| With a copy to: |
| XXXXX FARGO BANK, N.A. |
| 1 Home Campus |
| Xxx Xxxxxx, Xxxx 00000-0000 |
| Attention: General Counsel, MAC X2401-06T |
| Facsimile: (000) 000-0000 |
| (b) | In the case of Assignor: |
| CITIGROUP GLOBAL MARKETS REALTY CORP. |
| 000 Xxxxxxxxx Xxxxxx |
| Xxx Xxxx, Xxx Xxxx 00000 |
| Attention: Mortgage Finance Group |
| Facsimile: (000) 000-0000 |
| (c) | In the case of Assignee: |
| CITIGROUP MORTGAGE LOAN TRUST INC. |
| 000 Xxxxxxxxx Xxxxxx |
| Xxx Xxxx, Xxx Xxxx 00000 |
| Attention: Mortgage Finance Group |
|
Facsimile: (000)
000-0000
|
8. Each
party will pay any commissions it has incurred and the fees of its attorneys
in
connection with the negotiations for, documenting of and closing of the
transactions contemplated by this Assignment Agreement.
9. This
Assignment 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.
10. No
term
or provision of this Assignment 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.
11. This
Assignment Agreement shall inure to the benefit of the successors and assigns
of
the parties hereto. 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.
12. This
Assignment Agreement shall survive the conveyance of the Assigned Loans,
the
assignment of the Agreement to the extent of the Assigned Loans by Assignor
to
Assignee and the termination of the Agreement.
13. This
Assignment 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.
14. In
the
event that any provision of this Assignment Agreement conflicts with any
provision of the Agreement with respect to the Assigned Loans, the terms
of this
Assignment Agreement shall control.
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
as
of the day and year first above written.
|
CITIGROUP
GLOBAL MARKETS REALTY CORP.
as
Assignor
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
|
CITIGROUP
MORTGAGE LOAN TRUST INC.
as
Assignee
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
|
XXXXX
FARGO BANK, N.A.
as
Company
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
ATTACHMENT
1
ASSIGNED
LOANS SCHEDULE
Available
Upon Request
EXHIBIT
A
Representations
and Warranties
Capitalized
terms used in this Exhibit A but not defined in this Agreement shall have
the
meanings given to such terms in the Purchase Agreement.
With
respect to each Mortgage Loan:
(i) Mortgage
Loans as Described.
The
information set forth in the respective Mortgage Loan Schedule and the
information contained on the Data File, delivered to the Purchaser is true
and
correct, provided that the Seller makes no representation or warranty as
to the
accuracy of Unverified Information;
(ii) Payments
Current.
All
payments required to be made up to the related Cut-off Date for the Mortgage
Loan under the terms of the Mortgage Note have been made and
credited. No payment under any Mortgage Loan has been 30 days
delinquent more than one time within twelve (12) months prior to the related
Closing Date;
(iii) No
Outstanding Charges.
There
are
no defaults in complying with the terms of the Mortgages, and all taxes,
governmental assessments, insurance premiums, leasehold payments, water,
sewer
and municipal charges, which previously became due and owing have been
paid, or
an escrow of funds has been established in an amount sufficient to pay
for every
such item which remains unpaid and which has been assessed but is not yet
due
and payable. The Seller has not advanced funds, or induced, or
solicited directly or indirectly, the payment of any amount required under
the
Mortgage Loan, except for interest accruing from the date of the Mortgage
Note
or date of disbursement of the Mortgage Loan proceeds, whichever is later,
to
the day which precedes by one month the Due Date of the first installment
of
principal and interest;
(iv) Original
Terms Unmodified.
The
terms
of the Mortgage Note and Mortgage have not been impaired, waived, altered
or
modified in any respect, except by a written instrument which has been
recorded
or registered with the MERS System, if necessary, to protect the interests
of
the Purchaser and which has been delivered to the Custodian. The
substance of any such waiver, alteration or modification has been approved
by
the issuer of any related PMI Policy and the title insurer, to the extent
required by the policy, and its terms are reflected on the related Mortgage
Loan
Schedule. No Mortgagor has been released, in whole or in part, except
in connection with an assumption agreement approved by the issuer of any
related
PMI Policy and the title insurer, to the extent required by the policy,
and
which assumption agreement is part of the Custodial Mortgage File delivered
to
the Custodian and the terms of which are reflected in the related Mortgage
Loan
Schedule;
(v) No
Defenses.
The
Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
or defense, including without limitation the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note or the Mortgage, or
the
exercise of any right thereunder, render either the Mortgage Note or the
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including without limitation
the
defense of usury, and no such right of rescission, set-off, counterclaim
or
defense has been asserted with respect thereto;
(vi) No
Satisfaction of Mortgage.
The
Mortgage has not been satisfied, canceled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed
that
would effect any such satisfaction, release, cancellation, subordination
or
rescission;
(vii) Validity
of Mortgage Documents.
The
Mortgage Note and the Mortgage and related documents are genuine, and each
is
the legal, valid and binding obligation of the maker thereof enforceable
in
accordance with its terms. All parties to the Mortgage Note and the
Mortgage had legal capacity to enter into the Mortgage Loan and to execute
and
deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the
Mortgage have been duly and properly executed by such parties.
With
respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the
Pledge
Agreement, and related documents are genuine, and each is the legal, valid
and
binding obligation of the maker thereof enforceable in accordance with
its
terms. All parties to the Mortgage Note, the Mortgage, the Pledge
Agreement, the Proprietary Lease, the Stock Power, Recognition Agreement
and the
Assignment of Proprietary Lease had legal capacity to enter into the Mortgage
Loan and to execute and deliver such documents, and such documents have
been
duly and properly executed by such parties;
|
(viii)
|
No
Fraud.
|
No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of the Seller, or
the
Mortgagor (except with respect to the accuracy of Unverified Information),
or to
the best of the Seller’s knowledge, any appraiser, any builder, or any
developer, or any other party involved in the origination of the Mortgage
Loan
or in the application of any insurance in relation to such Mortgage
Loan;
(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, disclosure or predatory and
abusive
lending laws applicable to the Mortgage Loan have been complied
with. All inspections, licenses and certificates required to be made
or issued with respect to all occupied portions of the Mortgaged Property
and,
with respect to the use and occupancy of the same, including, but not limited
to, certificates of occupancy and fire underwriting certificates, have
been made
or obtained from the appropriate authorities;
(x) Location
and Type of Mortgaged Property.
The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and consists of a contiguous parcel of real property with
a
detached single family residence erected thereon, or a two- to four-family
dwelling, or an individual condominium unit in a condominium project, or
an
individual unit in a planned unit development, or a townhouse, or a cooperative,
provided, however, that any condominium project or planned unit development
shall conform with the applicable Xxxxxx Mae or Xxxxxxx Mac requirements,
or the
Underwriting Guidelines with respect to the Seller Mortgage Loans (other
than
the exceptions identified for Exception Mortgage Loans on the related Assignment
and Conveyance Agreement) or the Third-Party Underwriting Guidelines with
respect to Third-Party Mortgage Loans, as applicable, regarding such dwellings,
and no residence or dwelling is a mobile home. As of the respective
appraisal date for each Mortgaged Property, any Mortgaged Property being
used
for commercial purposes conforms to the Underwriting Guidelines with respect
to
the Seller Mortgage Loans (other than the exceptions identified for Exception
Mortgage Loans on the related Assignment and Conveyance Agreement) or the
Third-Party Underwriting Guidelines with respect to Third-Party Mortgage
Loans,
as applicable and, to the best of the Seller’s knowledge, since the date of such
appraisal, no portion of the Mortgaged Property has been used for commercial
purposes outside of the Underwriting Guidelines with respect to the Seller
Mortgage Loans (other than the exceptions identified for Exception Mortgage
Loans on the related Assignment and Conveyance Agreement) or the Third-Party
Underwriting Guidelines with respect to Third-Party Mortgage Loans, as
applicable;
(xi) Valid
First Lien.
The
Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
Property, including all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems located in or annexed to such buildings, and all additions, alterations
and replacements made at any time with respect to the foregoing. The
lien of the Mortgage is subject only to:
(1) the
lien of current real property taxes and assessments not yet due and
payable;
(2) covenants,
conditions and restrictions, rights of way, easements and other matters
of the
public record as of the date of recording acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and (i)
referred to or otherwise considered in the appraisal made for the originator
of
the Mortgage Loan and (ii) which do not adversely affect the Appraised
Value of
the Mortgaged Property set forth in such appraisal; and
(3) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by
the
mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property.
Any
security agreement, chattel mortgage or equivalent document related to
and
delivered in connection with the Mortgage Loan establishes and creates
a valid,
subsisting and enforceable first lien and first priority security interest
on
the property described therein and the Seller has full right to sell and
assign
the same to the Purchaser.
With
respect to each Cooperative Loan, each Pledge Agreement creates a valid,
enforceable and subsisting first security interest in the Cooperative Shares
and
Proprietary Lease, subject only to (i) the lien of the related Cooperative
for
unpaid assessments representing the Mortgagor’s pro rata share of the
Cooperative’s payments for its blanket mortgage, current and future real
property taxes, insurance premiums, maintenance fees and other assessments
to
which like collateral is commonly subject and (ii) other matters to which
like
collateral is commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Pledge Agreement;
provided, however, that the appurtenant Proprietary Lease may be subordinated
or
otherwise subject to the lien of any mortgage on the Project;
(xii) Full
Disbursement of Proceeds.
The
proceeds of the Mortgage Loan have been fully disbursed, except for escrows
established or created due to seasonal weather conditions, and there is
no
requirement for future advances thereunder. All costs, fees and
expenses incurred in making or closing the Mortgage Loan and the recording
of
the Mortgage were paid, and the Mortgagor is not entitled to any refund
of any
amounts paid or due under the Mortgage Note or Mortgage;
|
(xiii)
|
Consolidation
of Future Advances.
|
Any
future advances made prior to the related Cut-off Date, have been consolidated
with the outstanding principal amount secured by the Mortgage, and the
secured
principal amount, as consolidated, bears a single interest rate and single
repayment term reflected on the related Mortgage Loan Schedule. The lien
of the
Mortgage securing the consolidated principal amount is expressly insured
as
having first lien priority (or second lien priority for each Mortgage Loan
identified on the such Mortgage Loan Schedule as being a Second Lien Mortgage
Loan) by a title insurance policy, an endorsement to the policy insuring
the
mortgagee’s consolidated interest or by other title evidence acceptable to
Xxxxxx Mae or Xxxxxxx Mac; the consolidated principal amount does not exceed
the
original principal amount of the Mortgage Loan; the Seller shall not make
future
advances after the related Cut-off Date;
|
(xiv)
|
Ownership.
|
The
Seller is the sole owner of record and holder of the Mortgage Loans and
the
related Mortgage Note and the Mortgage are not assigned or pledged, and
the
Seller has good and marketable title thereto and has full right and authority
to
transfer and sell the Mortgage Loan to the Purchaser. The Seller is
transferring the Mortgage Loan free and clear of any and all encumbrances,
liens, pledges, equities, participation interests, claims, charges or security
interests of any nature encumbering such Mortgage Loan;
(xv) Origination/Doing
Business.
The
Mortgage Loan was originated by a savings and loan association, a savings
bank,
a commercial bank, a credit union, an insurance company, or similar institution
that is supervised and examined by a federal or state authority or by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant
to
Sections 203 and 211 of the National Housing Act. All parties which have
had any
interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee
or
otherwise, are (or, during the period in which they held and disposed of
such
interest, were) (1) in compliance with any and all applicable
licensing requirements of the laws of the state wherein the Mortgaged Property
is located, and (2) organized under the laws of such state, or (3) qualified
to
do business in such state, or (4) federal savings and loan associations
or
national banks having principal offices in such state, or (5) not doing
business
in such state;
|
(xvi)
|
LTV,
PMI Policy.
|
Each
Mortgage Loan is covered by an ALTA lender's title insurance policy (or
in the
case of any Mortgage Loan secured by a Mortgaged Property located in a
jurisdiction where such policies are generally not available, an opinion
of
counsel of the type customarily rendered in such jurisdiction in lieu of
title
insurance) or other generally acceptable form of policy of insurance acceptable
to Xxxxxx Xxx or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx
Mae
or Xxxxxxx Mac and qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring the Seller, its successors and
assigns,
as to the first priority lien (or second priority if such Mortgage Loan
is a
Second Lien Mortgage Loan) of the Mortgage in the original principal amount
of
the Mortgage Loan, subject only to the exceptions contained in clauses
(1), (2)
and (3) of subsection (xi) of this Section 6(b) with respect to each First
Lien
Mortgage Loan and subject only to the exceptions contained in clauses (1),
(2),
(3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage
Loan, and against any loss by reason of the invalidity or unenforceability
of
the lien resulting from the provisions of the Mortgage providing for adjustment
to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender's
title insurance policy includes no exceptions regarding ingress, egress
or
encroachments that impact the value or the marketability of the Mortgaged
Property. The 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 force and effect upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under such lender's
title insurance policy, and no prior holder of the Mortgage, including
the
Seller, has done, by act or omission, anything which would impair the coverage
of such lender's title insurance policy;
|
(xvii)
|
Title
Insurance.
|
The
Mortgage Loan is covered by an ALTA lender's title insurance policy (or
in the
case of any Mortgage Loan secured by a Mortgaged Property located in a
jurisdiction where such policies are generally not available, an opinion
of
counsel of the type customarily rendered in such jurisdiction in lieu of
title
insurance) or other generally acceptable form of policy of insurance acceptable
to Xxxxxx Xxx or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx
Mae
or Xxxxxxx Mac and qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring the Seller, its successors and
assigns,
as to the first priority lien (or second priority if such Mortgage Loan
is a
Second Lien Mortgage Loan) of the Mortgage in the original principal amount
of
the Mortgage Loan, subject only to the exceptions contained in clauses
(1), (2)
and (3) of subsection (xi) of this Section 6(b), and against any loss by
reason
of the invalidity or unenforceability of the lien resulting from the provisions
of the Mortgage providing for adjustment to the Mortgage Interest Rate
and
Monthly Payment. Additionally, such lender’s title insurance policy includes no
exceptions regarding ingress, egress or encroachments that impact the value
or
the marketability of the Mortgaged Property. The 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 force and effect upon the
consummation of the transactions contemplated by this Agreement. No claims
have
been made under such lender's title insurance policy, and no prior holder
of the
Mortgage, including the 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 neither the Seller
nor
its predecessors have waived any default, breach, violation or event of
acceleration;
|
(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 the law could give
rise to
such liens) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related Mortgage
which
are not insured against by the title insurance policy referenced in Paragraph
(xvii) above;
(xx) Location
of Improvements; No Encroachments.
Except
as
insured against by the title insurance policy referenced in subsection
(xvii)
above, all improvements which were considered in determining the Appraised
Value
of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property and no improvements on adjoining
properties encroach upon the Mortgaged Property. No improvement
located on or being part of the Mortgaged Property is in violation of any
applicable zoning law or regulation;
|
(xxi)
|
Payment
Terms.
|
Except
with respect to the Interest Only Mortgage Loans, principal payments commenced
no more than 60 days after the funds were disbursed to the Mortgagor in
connection with the Mortgage Loan. The Mortgage Loans have an
original term to maturity of not more than 30 years (except with respect
to
certain Balloon Loans or Interest Only Mortgage Loans), with interest payable
in
arrears on the first day of each month. As to each adjustable rate
Mortgage Loan on each applicable Adjustment Date, the Mortgage Interest
Rate
will be adjusted to equal the sum of the Index plus the applicable Gross
Margin,
rounded up or down to the nearest multiple of 0.125% indicated by the Mortgage
Note; provided that the Mortgage Interest Rate will not increase or decrease
by
more than the Periodic Interest Rate Cap on any Adjustment Date, and will
in no
event exceed the maximum Mortgage Interest Rate or be lower than the minimum
Mortgage Interest Rate listed on the related Mortgage Note for such Mortgage
Loan. As to each adjustable rate Mortgage Loan that is not an
Interest Only Mortgage Loan, each Mortgage Note requires a monthly payment
which
is sufficient, during the period prior to the first adjustment to the Mortgage
Interest Rate, to fully amortize the outstanding principal balance as of
the
first day of such period over the then remaining term of such Mortgage
Note and
to pay interest at the related Mortgage Interest Rate. As to each
adjustable rate Mortgage Loan, if the related Mortgage Interest Rate changes
on
an Adjustment Date or, with respect to an Interest Only Mortgage Loan,
on an
Adjustment Date following the related interest only period, the then outstanding
principal balance will be reamortized over the remaining life of such Mortgage
Loan. No Mortgage Loan contains terms or provisions which would
result in negative amortization. With respect to each Balloon Loan,
the Mortgage Loan is payable in equal monthly installments of principal
and
interest based on a fifteen (15), thirty (30) or forty (40) year amortization
schedule, as set forth in the related Mortgage Note, and a final lump sum
payment substantially greater than the preceding Monthly Payment is required
which is sufficient to amortize the remaining principal balance of the
Balloon
Loan. No Balloon Loan has an original stated maturity of less than
seven (7) years.
|
(xxii)
|
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, (1) in the case of a Mortgage designated as
a deed
of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is no homestead or other exemption available to a
Mortgagor which would interfere with the right to sell the Mortgaged Property
at
a trustee's sale or the right to foreclose the Mortgage;
|
(xxiii)
|
Occupancy
of the Mortgaged Property.
|
As
of the
date of origination, the Mortgaged Property was in good repair and was
lawfully
occupied under applicable law;
|
(xxiv)
|
No
Additional Collateral.
|
Except
in
the case of a Pledged Asset Mortgage Loan and as indicated on the related
Data
File, the Mortgage Note is not and has not been secured by any collateral,
pledged account or other security except the lien of the corresponding
Mortgage
and the security interest of any applicable security agreement or chattel
mortgage referred to in subsections (xi) and (xlxii);
|
(xxv)
|
Deeds
of Trust.
|
In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Mortgagee to the trustee under the deed of trust, except
in
connection with a trustee's sale after default by the Mortgagor;
|
(xxvi)
|
Acceptable
Investment.
|
The
Seller has no knowledge of any circumstances or conditions with respect
to the
Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's
credit
standing that can reasonably be expected to cause private institutional
investors to regard the Mortgage Loan as an unacceptable investment, cause
the
Mortgage Loan to become delinquent, or adversely affect the value or
marketability of the Mortgage Loan;
|
(xxvii)
|
Transfer
of Mortgage Loans.
|
If
the
Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage,
upon the
insertion of the name of the assignee and recording information, is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located;
|
(xxviii)
|
Mortgaged
Property Undamaged.
|
The
Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty so as to affect adversely the
value
of the Mortgaged Property as security for the Mortgage Loan or the use
for which
the premises were intended;
|
(xxix)
|
Collection
Practices; Escrow Deposits.
|
The
origination, servicing and collection practices used with respect to the
Mortgage Loan have been in accordance with Accepted Servicing Practices,
and
have been in all material respects legal and proper. With respect to
escrow deposits and Escrow Payments, all such payments are in the possession
of
the Seller and there exist no deficiencies in connection therewith for
which
customary arrangements for repayment thereof have not been made. All
Escrow Payments have been collected in full compliance with state and federal
law. No escrow deposits or Escrow Payments or other charges or
payments due the Seller have been capitalized under the Mortgage
Note;
|
(xxx)
|
No
Condemnation.
|
There
is
no proceeding pending or to the best of the Seller’s knowledge threatened for
the total or partial condemnation of the related Mortgaged
Property;
|
(xxxi)
|
The
Appraisal.
|
The
Servicing File include an appraisal, with the exception of any Time$aver®
Mortgage Loan (which at the original origination were on form 1004 or form
2055
with interior inspections), of the related Mortgaged Property. The
appraisal was conducted by an appraiser who had no interest, direct or
indirect,
in the Mortgaged Property or in any loan made on the security thereof;
and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and the appraisal and the appraiser both satisfy the applicable
requirements of Title XI of the Financial Institution Reform, Recovery,
and
Enforcement Act of 1989 and the regulations promulgated thereunder, all
as in
effect on the date the Mortgage Loan was originated;
|
(xxxii)
|
Insurance.
|
The
Mortgaged Property securing each Mortgage Loan is insured by an insurer
acceptable to Xxxxxx Xxx or Xxxxxxx Mac against loss by fire and such hazards
as
are covered under a standard extended coverage endorsement and such other
hazards as are customary in the area where the Mortgaged Property is located
pursuant to insurance policies conforming to the requirements of Section
4.10 of
the Servicing Agreement, in an amount which is at least equal to the lesser
of
(a) 100% of the insurable value, on a replacement cost basis, of the
improvements on the related Mortgaged Property, or (b) the greater of (i)
either
(1) the outstanding principal balance of the Mortgage Loan with respect
to each
First Lien Mortgage Loan or (2) with respect to each Second Lien Mortgage
Loan,
the sum of the outstanding principal balance of the First Lien on such
Mortgage
Loan and the outstanding principal balance of such Second Lien Mortgage
Loan, or
(ii) an amount such that the proceeds of such insurance shall be sufficient
to
avoid the application to the Mortgagor or loss payee of any coinsurance
clause
under the policy. If the Mortgaged Property is a condominium unit, it is
included under the coverage afforded by a blanket policy for the project.
If the
improvements on the Mortgaged Property are in an area identified in the
Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration is in effect with a
generally
acceptable insurance carrier, in an amount representing coverage not less
than
the least of (a) the outstanding principal balance of the Mortgage Loan
with
respect to each First Lien Mortgage Loan or with respect to each Second
Lien
Mortgage Loan, the sum of the outstanding principal balance of the First
Lien on
such Mortgage Loan and the outstanding principal balance of such Second
Lien
Mortgage Loan, (b) the full insurable value or (c) the maximum amount of
insurance which was available under the Flood Disaster Protection Act of
1973,
as amended. All individual insurance policies contain a standard mortgagee
clause naming the Seller and its successors and assigns as mortgagee, and
all
premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder
to maintain a hazard insurance policy at the Mortgagor's cost and expense,
and
on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
to
obtain and maintain such insurance at such Mortgagor's cost and expense,
and to
seek reimbursement therefor from the Mortgagor. The hazard insurance policy
is
the valid and binding obligation of the insurer, is in full force and effect,
and will be in full force and effect and inure to the benefit of the Purchaser
upon the consummation of the transactions contemplated by this Agreement.
The
Seller has not acted or failed to act so as to impair the coverage of any
such
insurance policy or the validity, binding effect and enforceability
thereof;
|
(xxxiii)
|
Servicemembers
Civil Relief Act.
|
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, as amended;
|
(xxxiv)
|
No
Graduated Payments or Contingent
Interest.
|
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;
|
(xxxv)
|
No
Construction Loans.
|
No
Mortgage Loan was made in connection with (1) the construction or rehabilitation
of a Mortgage Property or (2) facilitating the trade-in or exchange of
a
Mortgaged Property other than a construction-to-permanent loan which has
converted to a permanent Mortgage Loan;
|
(xxxvi)
|
Underwriting.
|
|
(1)
|
Each
Seller Mortgage Loan was underwritten in accordance with the
Underwriting
Guidelines;
|
|
(2)
|
Each
Third-Party Mortgage Loan was underwritten in accordance with
the
Third-Party Underwriting
Guidelines;
|
|
(3)
|
Each
Exception Mortgage Loan was underwritten in accordance with the
Underwriting Guidelines, subject to the exceptions specified
on the
related Assignment and Conveyance Agreement;
and
|
|
(4)
|
Each
Mortgage Note and Mortgage are on forms acceptable to Xxxxxxx
Mac or
Xxxxxx Xxx;
|
|
(xxxvii)
|
Buydown
Mortgage Loans.
|
With
respect to each Mortgage Loan that is a Buydown Mortgage Loan:
|
|
(1)
|
On
or before the date of origination of such Mortgage Loan, the
Seller and
the Mortgagor, or the Seller, the Mortgagor and the seller of
the
Mortgaged Property or a third party entered into a Buydown
Agreement. The Buydown Agreement provides that the seller of
the Mortgaged Property (or third party) shall deliver to the
Seller
temporary Buydown Funds in an amount equal to the aggregate undiscounted
amount of payments that, when added to the amount the Mortgagor
on such
Mortgage Loan is obligated to pay on each Due Date in accordance
with the
terms of the Buydown Agreement, is equal to the full scheduled
Monthly
Payment due on such Mortgage Loan. The temporary Buydown Funds
enable the Mortgagor to qualify for the Buydown Mortgage
Loan. The effective interest rate of a Buydown Mortgage Loan if
less than the interest rate set forth in the related Mortgage
Note will
increase within the Buydown Period as provided in the related
Buydown
Agreement so that the effective interest rate will be equal to
the
interest rate as set forth in the related Mortgage Note. The
Buydown Mortgage Loan satisfies the requirements of the Underwriting
Guidelines with respect to the Seller Mortgage Loans (other than
the
exceptions identified for Exception Mortgage Loans on the related
Assignment and Conveyance Agreement) or the Third-Party Underwriting
Guidelines with respect to Third-Party Mortgage Loans, as
applicable;
|
|
|
(2)
|
The
Mortgage and Mortgage Note reflect the permanent payment terms
rather than
the payment terms of the Buydown Agreement. The Buydown
Agreement provides for the payment by the Mortgagor of the full
amount of
the Monthly Payment on any Due Date that the Buydown Funds are
available. The Buydown Funds were not used to reduce the
original principal balance of the Mortgage Loan or to increase
the
Appraised Value of the Mortgage Property when calculating the
Loan-to-Value Ratios for purposes of the Agreement and, if the
Buydown
Funds were provided by the Seller and if required under Underwriting
Guidelines with respect to the Seller Mortgage Loans (other than
the
exceptions identified for Exception Mortgage Loans on the related
Assignment and Conveyance Agreement) or the Third-Party Underwriting
Guidelines with respect to Third-Party Mortgage Loans, as applicable,
the
terms of the Buydown Agreement were disclosed to the appraiser
of the
Mortgaged Property;
|
|
|
(3)
|
The
Buydown Funds may not be refunded to the Mortgagor unless the
Mortgagor
makes a principal payment for the outstanding balance of the
Mortgage
Loan; and
|
|
(4)
|
As
of the date of origination of the Mortgage Loan, the provisions
of the
related Buydown Agreement complied with the Underwriting Guidelines
(other
than the exceptions identified for Exception Mortgage Loans on
the related
Assignment and Conveyance Agreement) or the Third-Party Underwriting
Guidelines, as applicable regarding buydown
agreements;
|
|
(xxxviii)
|
Cooperative
Loans.
|
With
respect to each Cooperative Loan:
|
|
(1)
|
The
Cooperative Shares are held by a person as a tenant-stockholder
in a
Cooperative. Each original UCC financing statement,
continuation statement or other governmental filing or recordation
necessary to create or preserve the perfection and priority of
the first
lien and security interest in the Cooperative Loan and Proprietary
Lease
has been timely and properly made. Any security agreement,
chattel mortgage or equivalent document related to the Cooperative
Loan
and delivered to Purchaser or its designee establishes in Purchaser
a
valid and subsisting perfected first lien on and security interest
in the
Mortgaged Property described therein, and Purchaser has full
right to sell
and assign the same;
|
|
|
(2)
|
A
Cooperative Lien Search has been made by a company competent
to make the
same which company is acceptable to Xxxxxx Mae or Xxxxxxx Mac
and
qualified to do business in the jurisdiction where the Cooperative
is
located;
|
|
|
(3)
|
(i)
The term of the related Proprietary Lease is not less than the
terms of
the Cooperative Loan; (ii) there is no provision in any Proprietary
Lease
which requires the Mortgagor to offer for sale the Cooperative
Shares
owned by such Mortgagor first to the Cooperative; (iii) there
is no
prohibition in any Proprietary Lease against pledging the Cooperative
Shares or assigning the Proprietary Lease; (iv) the Cooperative
has been
created and exists in full compliance with the requirements for
residential cooperatives in the jurisdiction in which the Project
is
located and qualifies as a cooperative housing corporation under
Section
210 of the Code; (v) the Recognition Agreement is on a form published
by
Aztech Document Services, Inc. or includes similar provisions;
and (vi)
the Cooperative has good and marketable title to the Project,
and owns the
Project either in fee simple; such title is free and clear of
any adverse
liens or encumbrances, except the lien of any blanket
mortgage;
|
|
(4)
|
The
Seller has the right under the terms of the Mortgage Note, Pledge
Agreement and Recognition Agreement to pay any maintenance charges
or
assessments owed by the Mortgagor;
and
|
|
(5)
|
Each
Stock Power (i) has all signatures guaranteed or (ii) if all
signatures
are not guaranteed, then such Cooperative Shares will be transferred
by
the stock transfer agent of the Cooperative if the Seller undertakes
to
convert the ownership of the collateral securing the related
Cooperative
Loan.;
|
|
(xxxix)
|
HOEPA.
|
No
Mortgage Loan is a Covered Loan or a High Cost Loan (in the case of state
or
local law, as determined without giving effect to any available federal
preemption, other than any exemptions specifically provided for in the
relevant
state or local law);
(xl) Anti-Money
Laundering Laws.
The
Seller has complied with all applicable anti-money laundering laws and
regulations, (the "Anti-Money Laundering Laws"), and has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws;
(xli) Bankruptcy.
|
|
Except
as permitted by the Underwriting Guidelines, no Mortgagor was
a debtor in
any state or federal bankruptcy or insolvency proceeding as of
the date
the Mortgage Loan was closed and the proceeds of the Mortgage
Loan were
distributed;
|
|
(xlii)
|
Due
on Sale.
|
The
Mortgage or Mortgage Note contains an enforceable provision, to the extent
not
prohibited by federal law, for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan in the event that the Mortgaged
Property
is sold or transferred without the prior written consent of the Mortgagee
thereunder, provided that, with respect to Mortgage Notes which bear an
adjustable rate of interest, such provision shall not be enforceable if
the
Mortgagor causes to be submitted to the Seller to evaluate the intended
transferee as if a new Mortgage Loan were being made to such transferee,
and the
Seller reasonably determines that the security will not be impaired by
such
Mortgage Loan assumption and that the risk of breach of any covenant or
agreement in such Mortgage is acceptable to the Purchaser;
|
(xliii)
|
Credit
Reporting.
|
With
respect to each Mortgage Loan, the Seller has furnished complete information
on
the related borrower credit files to Equifax, Experian and Trans Union
Credit
Information Seller, in accordance with the Fair Credit Reporting Act and
its
implementing regulations;
|
(xliv)
|
Delivery
of Custodial Mortgage Files.
|
The
Mortgage Loan Documents contained in the Custodial Mortgage File required
to be
delivered by the Seller have been delivered to the Custodian. The
Seller is in possession of a complete, true and accurate Retained Mortgage
File,
except for such documents where the originals of which have been sent for
recordation;
|
(xlv)
|
Single
Premium Credit Life Insurance.
|
No
Mortgagor has been offered or required to purchase single premium credit
insurance in connection with the origination of the Mortgage Loan;
|
(xlvi)
|
Payment
in Full.
|
The
Seller had no knowledge, at the time of origination of the Mortgage Loan,
of any
fact that should have led it to expect that such Mortgage Loan would not
be paid
in full when due;
|
(xlvii)
|
MERS
Mortgage Loans.
|
With
respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage
Loan, the MIN appears on the Mortgage or related Assignment of Mortgage
to MERS,
the Mortgage or the related Assignment of Mortgage to MERS has been duly
and
properly recorded on MERS, and the transfer to the Purchaser has been properly
reflected in the MERS System pursuant to the Purchaser’s registration
instructions;
|
(xlviii)
|
Leasehold
Estates.
|
With
respect to each Mortgage Loan secured in whole or in part by the interest
of the
Mortgagor as a lessee under a ground lease of the related Mortgaged Property
(a
“Ground Lease”) and not be a fee interest in such Mortgaged
Property:
|
|
(1)
|
The
Mortgagor is the owner of a valid and subsisting interest as
tenant under
the Ground Lease;
|
|
|
(2)
|
The
Ground Lease is in full force and effect, unmodified and not
supplement by
any writing;
|
|
(3)
|
The
Mortgagor is not in default under any provision of the
lease;
|
|
|
(4)
|
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;
|
|
(5)
|
The
term of the Ground Lease exceeds the maturity date of the related
Mortgage
Loan by at least five (5) years;
|
|
(6)
|
The
Mortgagee under the Mortgage Loan is given at least sixty (60)
days’
notice of any default and an opportunity to cure any defaults
under the
Ground Lease or to take over the Mortgagor’s rights under the Ground
Lease;
|
|
(7)
|
The
Ground Lease does not contain any default provisions that could
result in
forfeiture or termination of the Ground Lease except for non-payment
of
the Ground Lease or a court order.
|
|
(8)
|
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;
|
|
(9)
|
The
Ground Lease or a memorandum thereof has been recorded and by
its terms
permits the leasehold estate to be mortgaged;
and
|
|
(10)
|
The
execution, delivery and performance of the Mortgage do not require
consent
(other than those consents which have been obtained and are in
full force
and effect) under, and will not contravene any provision of or
cause a
default under, the Ground Lease;
|
|
(xlix)
|
Mixed-Use
Property.
|
No
Mortgaged Property shall be used solely for commercial purposes. With respect
to
any Mortgaged Property that is a mixed-use property (i) the Mortgaged Property
is a single family dwelling, (ii) any commercial use of the Mortgaged Property
represents a legal, permissible use of the Mortgaged Property under federal,
state and local laws and ordinances; (iii) the Mortgagor is both the owner
and
the operator of the business conducted on the Mortgaged Property; and (iv)
income from the business use of the Mortgaged Property was not taken into
account in determining the Appraised Value of the Mortgaged
Property. The Mortgaged Property with respect to each mixed-use
property is in material compliance with all applicable environmental laws
pertaining to environmental hazards and neither the Company nor, to the
Company’s knowledge, the related Mortgagor, has received any notice of any
violation or potential violation of such law;
|
(xlx)
|
Prepayment
Charge Enforceability.
|
The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charge specifically authorizes such Prepayment Charge to be collected,
such
Prepayment Charge is permissible and enforceable in accordance with the
terms of
the related Mortgage Loan Documents and all federal, state and local laws
applicable to the Mortgage Loans (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);
|
(xlxi)
|
Prepayment
Charge Amount and Duration.
|
Each
such
Prepayment Charge is in an amount equal to the maximum amount permitted
under
applicable law and no Mortgage Loan originated on or after October 1, 2002
provides for the payment of a Prepayment Penalty beyond the three-year
term
following the origination of the Mortgage Loan. No Mortgage Loan originated
prior to such date provides for the payment of a Prepayment Penalty beyond
the
five-year term following the origination of the Mortgage Loan;
|
(xlxii)
|
Valid
Second Lien.
|
With
respect to any Second Lien Mortgage Loan, such Mortgage is a valid, subsisting
and enforceable Second Lien on the Mortgaged Property, including all buildings
on the Mortgaged Property and all installations and mechanical, electrical,
plumbing, heating and air conditioning systems located in or annexed to
such
buildings, and all additions, alterations and replacements made at any
time with
respect to the foregoing. The lien of such Mortgage is subject only
to:
|
|
(1)
|
the
lien of current real property taxes and assessments not yet due
and
payable;
|
|
|
(2)
|
superior
position mortgage lien(s) acceptable in accordance with the Underwriting
Guidelines with respect to the Seller Mortgage Loans (other than
the
exceptions identified for Exception Mortgage Loans on the related
Assignment and Conveyance Agreement) or the Third-Party Underwriting
Guidelines with respect to Third-Party Mortgage Loans, as
applicable;
|
|
|
(3)
|
covenants,
conditions and restrictions, rights of way, easements and other
matters of
the public record as of the date of recording acceptable to mortgage
lending institutions in accordance with Accepted Servicing Practices
and
(i) referred to or otherwise considered in the appraisal and
(ii) which do
not adversely affect the Appraised Value;
and
|
|
|
(4)
|
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 such Mortgage Loan establishes and creates
a
valid, subsisting, and enforceable Second Lien and second lien security
interest on the property described herein and the Seller has full right
to
sell and assign the same to the Purchaser. With respect to each
Second
Lien Mortgage Loan: (a) the First Lien is in full force and effect, (b)
there
is no default, breach, violation or event of acceleration existing under
such First Lien Mortgage or the related Mortgage Note, (c) if the related
First Lien Mortgage Loan provides for negative amortization, the LTV
was
calculated at the maximum principal balance of such First Lien that
could result upon application of such negative amortization feature,
(d)
either no consent for the Second Lien Mortgage Loan is required by the
holder of the First Lien or such consent has been obtained and is contained
in the Mortgage Loan Documents and (e) 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 or acceleration
under the related First Lien Mortgage Loan;
|
(xlxiii)
|
Manufactured
Housing.
|
No
Mortgage Loan is secured by manufactured housing;
|
(xlxiv)
|
New
Jersey Purchase Money Second Lien Mortgage
Loans.
|
With
respect to any purchase money Second Lien Mortgage Loans subject to the
New
Jersey Home Ownership Security Act of 2002 (P.L. 2003, c.46:10B-27), one
hundred
percent of the amount financed was used for the purchase of the related
Mortgaged Property;
|
(xlxv)
|
Prepayment
Penalties.
|
Each
prepayment penalty with respect to any Assigned Loan is permissible, enforceable
and collectible under applicable federal, state and local law and each
such
prepayment penalty actually charged to the related borrower is in accordance
with the prepayment penalty matrices set forth in Exhibit B.
EXHIBIT
B
Prepayment
Penalty Matrix
AVAILABLE
UPON REQUEST
EXHIBIT
E
REQUEST
FOR RELEASE
|
TO:
|
Citibank
West
0000
Xxxxxxxxx Xxxxx
XX
0000
Xxxxxxxxx,
XX 00000
|
|
Re:
|
Pooling
and Servicing Agreement dated as of June 1, 2007, among Citigroup
Mortgage
Loan Trust Inc., as Depositor, Xxxxx Fargo Bank, N.A. as Servicer,
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
2007-WFHE3, 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 June 1, 2007, among
Citigroup Mortgage Loan Trust Inc., as Depositor, Xxxxx Fargo Bank, N.A.
as
Servicer, 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 2007-WFHE3, 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
June 1, 2007, among Citigroup Mortgage Loan Trust Inc., as depositor, Xxxxx
Fargo Bank, N.A. as servicer, 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 June 1, 2007 (the
“Agreement”), among Citigroup Mortgage Loan Trust Inc., as depositor (the
“Depositor”), Xxxxx Fargo Bank, N.A. as servicer, (the “Servicer”),
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 2007-WFHE3, Mortgage Class
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
Mortgage Loan Trust, Series 2007-WFHE3, Mortgage Pass-Through Certificates,
Class [CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and
Servicing Agreement dated as of June 1, 2007 (the “Agreement”), among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”), Xxxxx
Fargo Bank, N.A. as servicer, (the “Servicer”), 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 Servicer that:
The
Certificates (i) are not being acquired by, and will not be transferred to,
any
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or other
retirement arrangement, including individual retirement accounts and annuities,
Xxxxx plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
acquired with “plan assets” of a Plan within the meaning of the Department of
Labor (“DOL”) regulation, 29 C.F.R.ss.2510.3-101, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation at 29 X.X.X.xx. 2510.3-101.
|
Very
truly yours,
|
||||||
|
By:
|
||||||
|
Name:
|
||||||
|
Title:
|
||||||
EXHIBIT
H-1
FORM
CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K
|
Re:
|
Asset
Backed Pass-Through Certificates, Series
2007-WFHE3
|
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 2007-WFHE3, Asset-Backed Pass-Through
Certificates, Series 2007-WFHE3 (the “Exchange Act periodic
reports”);
2. Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do
not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period covered
by
this report;
3. Based
on my knowledge, all of the distribution, servicing and other information
required to be provided under Form 10-D for the period covered by this report
is
included in the Exchange Act periodic reports;
4. Based
on my knowledge and upon the annual compliance statement required in this
report
under Item 1123 of Regulation AB, and except as disclosed in the Exchange
Act
periodic reports, the Servicer has fulfilled each of its obligations under
the
servicing agreement; and
5. All
of the reports on assessment of compliance with servicing criteria for
asset-backed securities and their related attestation reports on assessment
of
compliance with servicing criteria for asset-backed securities required to
be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to
this
report, except as otherwise disclosed in this report. Any material
instances of noncompliance described in such reports have been disclosed
in this
report on Form 10-K.
In
giving
the certifications above, I have reasonably relied on information provided
to me
by the following unaffiliated parties: Xxxxx Fargo Bank, N.A.
| Date: [__], 2007 | ||||||
|
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 2007-WFHE3
Asset
Backed Pass-Through Certificates, Series
2007-WFHE3
|
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 June 1, 2007 (the “Pooling and Servicing
Agreement”), among the Depositor as depositor, Xxxxx Fargo Bank, N.A. as
srvicer, 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 SERVICER
|
Re:
|
Citigroup
Mortgage Loan Trust, Series 2007-WFHE3
Asset
Backed Pass-Through Certificates, Series
2007-WFHE3
|
I,
[identify the certifying individual], acting of Xxxxx Fargo Bank, N.A. (“Xxxxx
Fargo”), 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
Servicer 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 Servicer has been provided as required under the Pooling
and Servicing Agreement;
4. I
am responsible for reviewing the activities performed by the Servicer 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 Servicer has fulfilled in all material respects
its
obligations under the Pooling and Servicing Agreement; and
5. I
have disclosed to the Servicer’s certified public accountants and the Depositor
all significant deficiencies relating to the Servicer’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 June 1, 2007 (the “Pooling and Servicing
Agreement”), among the Depositor as depositor, Xxxxx Fargo Bank, N.A. as
servicer, Citibank, N.A. as trust administrator and U.S. Bank National
Association as trustee.
|
XXXXX
FARGO BANK, N.A.
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Date:
|
|
EXHIBIT
I
FORM
OF
INTEREST RATE CAP AGREEMENT
DATE:
June
25,
2007
TO: Citibank,
N.A., not individually, but solely as Cap Trustee on behalf of the Cap
Trust
with respect to the Citigroup Mortgage Loan Trust 2007-WFHE3, Asset-Backed
Pass-Through Certificates, Series 2007-WFHE3
c/o
Citibank, 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
SUBJECT:
Fixed
Income Derivatives Confirmation
REFERENCE
NUMBER:
SRFP
Ref:
1558985
The
purpose of this long-form confirmation (“Long-form
Confirmation”) is to confirm the terms and conditions
of the current Transaction entered into on the Trade Date specified below
(the
“Transaction”) between Swiss Re Financial Products Corporation
(“Party A”) and Citibank, N.A., not
individually, but solely as cap trustee (the “Cap Trustee”) on behalf of the cap
trust with respect to the Citigroup Mortgage Loan Trust 2007-WFHE3, Asset-Backed
Pass-Through Certificates, Series 2007-WFHE3 (the “Cap Trust”) (“Party
B”) created under the Pooling and Servicing Agreement, dated as
of June
1, 2007, among Citigroup Mortgage Loan Trust Inc. (the “Depositor”), Xxxxx Fargo
Bank, N.A. (the “Servicer”), Citibank, N.A. (the “Trust Administrator”), and
U.S. Bank National Association (the “Trustee”) (the
“Pooling and Servicing Agreement”). This Long-form
Confirmation evidences a complete and binding agreement between you and
us to
enter into the Transaction on the terms set forth below and replaces
any
previous agreement between us with respect to the subject matter
hereof. Item 2 of this Long-form Confirmation constitutes a
“Confirmation” as referred to in the ISDA Master Agreement
(defined below); Item 3 of this Long-form Confirmation constitutes a
“Schedule” as referred to in the ISDA Master Agreement; and
Annex A hereto constitutes Paragraph 13 of a Credit Support Annex to
the
Schedule.
|
Item
1.
|
The
Confirmation set forth at Item 2 hereof shall supplement, form
a part of,
and be subject to an agreement in the form of the ISDA Master
Agreement
(Multicurrency - Cross Border) as published and copyrighted
in 1992 by the
International Swaps and Derivatives Association, Inc. (the
“ISDA
Master Agreement”), as if Party A and Party B had executed an
agreement in such form on the date hereof, with a Schedule
as set forth in
Item 3 of this Long-form Confirmation, and an ISDA Credit Support
Annex
(Bilateral Form - ISDA Agreements Subject to New York Law Only
version) as
published and copyrighted in 1994 by the International Swaps
and
Derivatives Association, Inc., with Paragraph 13 thereof as
set forth in
Annex A hereto (the “Credit Support
Annex”). For the avoidance of doubt, the Transaction
described herein shall be the sole Transaction governed by
such ISDA
Master Agreement.
|
|
Item
2.
|
The
terms of the particular Transaction to which this Confirmation
relates are
as follows:
|
|
Type
of Transaction:
|
Interest
Rate Cap
|
|
Notional
Amount:
|
With
respect to any Calculation Period, the amount set forth for
such
Calculation Period on Schedule I attached hereto.
|
|
Trade
Date:
|
June
13, 2007
|
|
Effective
Date:
|
June
25, 2007
|
|
Termination
Date:
|
June
25, 2008, subject to adjustment in accordance with the Business
Day
Convention; provided, however, that for the purpose of determining
the
final Fixed Rate Payer Period End Date, Termination Date shall
be subject
to No Adjustment.
|
|
Fixed
Amounts:
|
|
|
Fixed
Rate Payer:
|
Party
B
|
|
Fixed
Rate Payer
|
|
|
Payment
Date:
|
June
25, 2007
|
|
Fixed
Amount:
|
$327,000
|
|
Floating
Amounts:
|
|
|
Floating
Rate Payer:
|
Party
A
|
|
Floating
Rate Payer
|
|
|
Period
End Dates:
|
The
25th
calendar day of each month during the Term of this Transaction,
commencing
July 25, 2007, and ending on the Termination Date, subject
to adjustment
in accordance with the Business Day Convention.
|
|
Floating
Rate Payer
|
|
|
Payment
Dates:
|
Early
Payment shall be applicable. The Floating Rate Payer Payment
Date shall be two (2) Business Day preceding each Floating
Rate Payer
Period End Date.
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
|
Cap
Rate:
|
5.50%
|
|
Floating
Amount:
|
To
be determined in accordance with the following formula:
|
|
The
greater of (i) Scale Factor*(Floating Rate Option – Cap Rate)*Notional
Amount*Floating Rate Day Count Fraction, and (ii) zero.
|
|
|
Designated
Maturity:
|
One
month
|
|
Floating
Rate Day
|
|
|
Count
Fraction:
|
Actual/360
|
|
Scale
Factor
|
250
|
|
Reset
Dates:
|
The
first day of each Calculation Period.
|
|
Compounding:
|
Inapplicable
|
|
Business
Days:
|
New
York
|
|
Business
Day Convention:
|
Following
|
Item
3. Provisions
Deemed Incorporated in a Schedule to the ISDA Master Agreement:
Part
1.Termination
Provisions.
|
|
For
the purposes of this Agreement:-
|
(a) “Specified
Entity” will not apply to Party A or Party B for any
purpose.
|
(b)
|
“Specified
Transaction” will have the meaning specified in Section
14.
|
|
(c)
|
Events
of Default.
|
The
statement below that an Event of Default will apply to a specific party
means
that upon the occurrence of such an Event of Default with respect to
such party,
the other party shall have the rights of a Non-defaulting Party under
Section 6
of this Agreement; conversely, the statement below that such event will
not
apply to a specific party means that the other party shall not have such
rights.
|
(i)
|
The
“Failure to Pay or Deliver” provisions of Section 5(a)(i)
will apply to Party A and will apply to Party B; provided,
however,
that Section 5(a)(i) is hereby amended by replacing the word
“third” with the word “first”; provided, further, that notwithstanding
anything to the contrary in Section 5(a)(i), any failure by
Party A to
comply with or perform any obligation to be complied with or
performed by
Party A under the Credit Support Annex shall not constitute
an Event of
Default under Section 5(a)(i) unless a Xxxxx’x Second Trigger Downgrade
Event has occurred and is continuing and at least 30 Local
Business Days
have elapsed since such Xxxxx’x Second Trigger Downgrade Event first
occurred.
|
|
(ii)
|
The
“Breach of Agreement” provisions of Section 5(a)(ii) will
apply to Party A and will not apply to Party
B.
|
|
(iii)
|
The
“Credit Support Default” provisions of Section 5(a)(iii)
will apply to Party A and will not apply to Party B except
that Section
5(a)(iii)(1) will apply to Party B solely in respect of Party
B’s
obligations under Paragraph 3(b); provided, however, that notwithstanding
anything to the contrary in Section 5(a)(iii)(1), any failure
by Party A
to comply with or perform any obligation to be complied with
or performed
by Party A under the Credit Support Annex shall not constitute
an Event of
Default under Section 5(a)(iii) unless a Xxxxx’x Second Trigger Downgrade
Event has occurred and is continuing and at least 30 Local
Business Days
have elapsed since such Xxxxx’x Second Trigger Downgrade Event first
occurred.
|
|
(iv)
|
The
“Misrepresentation” provisions of Section 5(a)(iv) will
apply to Party A and will not apply to Party
B.
|
|
(v)
|
The
“Default under Specified Transaction” provisions of
Section 5(a)(v) will apply to Party A and will not apply to
Party
B.
|
|
(vi)
|
The
“Cross Default” provisions of Section 5(a)(vi) will apply
to Party A and will not apply to Party B. For purposes of
Section 5(a)(vi), solely with respect to Party
A:
|
“Specified
Indebtedness” will have the meaning specified in Section 14, except that such
term shall not include insurance contracts entered into in the ordinary
course
of Party A’s Credit Support Provider’s insurance business.
“Threshold
Amount” means with respect to Party A an amount equal to three percent (3%) of
the shareholders’ equity of Party A or, if applicable, a guarantor under an
Eligible Guarantee with credit ratings at least equal to the S&P Required
Ratings Threshold and the Xxxxx’x Second Trigger Threshold, (as shown in the
most recent annual audited financial statements of such entity determined
in
accordance with generally accepted accounting
principles).
|
(vii)
|
The
“Bankruptcy” provisions of Section 5(a)(vii) will apply
to Party A and will apply to Party B; provided, however, that,
for
purposes of applying Section 5(a)(vii) to Party B: (A) Section
5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall
not apply to
any assignment, arrangement or composition that is effected
by or pursuant
to the Pooling and Servicing Agreement, (C) Section 5(a)(vii)(4)
shall not
apply to a proceeding instituted, or a petition presented,
by Party A or
any of its Affiliates (for purposes of Section 5(a)(vii)(4),
Affiliate
shall have the meaning set forth in Section 14, notwithstanding
anything
to the contrary in this Agreement), (D) Section 5(a)(vii)(6)
shall not
apply to any appointment that is effected by or pursuant to
the Pooling
and Servicing Agreement, or any appointment to which Party
B has not yet
become subject; (E) Section 5(a)(vii) (7) shall not apply;
(F) Section
5(a)(vii)(8) shall apply only to the extent of any event which
has an
effect analogous to any of the events specified in clauses
(1), (3), (4),
(5) or (6) of Section 5(a)(vii), in each case as modified in
this Part
1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
apply.
|
|
(viii)
|
The
“Merger Without Assumption” provisions of Section
5(a)(viii) will apply to Party A and will not apply to Party
B.
|
(d) Termination
Events.
The
statement below that a Termination Event will apply to a specific party
means
that upon the occurrence of such a Termination Event, if such specific
party is
the Affected Party with respect to a Tax Event, the Burdened Party with
respect
to a Tax Event Upon Merger (except as noted below) or the non-Affected
Party
with respect to a Credit Event Upon Merger, as the case may be, such
specific
party shall have the right to designate an Early Termination Date in
accordance
with Section 6 of this Agreement; conversely, the statement below that
such an
event will not apply to a specific party means that such party shall
not have
such right; provided, however, with respect to “Illegality” the statement that
such event will apply to a specific party means that upon the occurrence
of such
a Termination Event with respect to such party, either party shall have
the
right to designate an Early Termination Date in accordance with Section
6 of
this Agreement.
(i) The
“Illegality” provisions of Section 5(b)(i) will apply to Party
A and will apply to Party B.
|
|
(ii)
|
The
“Tax Event” provisions of Section 5(b)(ii) will apply
to
Party A except that, for purposes of the application of Section
5(b)(ii)
to Party A, Section 5(b)(ii) is hereby amended by deleting
the words “(x)
any action taken by a taxing authority, or brought in a court
of competent
jurisdiction, on or after the date on which a Transaction is
entered into
(regardless of whether such action is taken or brought with
respect to a
party to this Agreement) or (y)”, and the “Tax Event”
provisions of Section 5(b)(ii) will apply to Party
B.
|
|
|
(iii)
|
The
“Tax Event Upon Merger” provisions of Section 5(b)(iii)
will apply to Party A and will apply to Party B, provided that
Party A
shall not be entitled to designate an Early Termination Date
by reason of
a Tax Event upon Merger in respect of which it is the Affected
Party.
|
|
|
(iv)
|
The
“Credit Event Upon Merger” provisions of Section 5(b)(iv)
will not apply to Party A and will not apply to Party
B.
|
|
(e)
|
The
“Automatic Early Termination” provision of Section 6(a)
will not apply to Party A and will not apply to Party
B.
|
(f) Payments
on Early Termination. For the purpose of Section 6(e) of
this Agreement:
|
(i)
|
Market
Quotation will apply, provided, however, that, notwithstanding
anything to
the contrary in this Agreement, if an Early Termination Date
has been
designated as a result of a Derivative Provider Trigger Event,
the
following provisions will apply:
|
|
|
(A)
|
The
definition of Market Quotation in Section 14 shall be deleted
in its
entirety and replaced with the
following:
|
“Market
Quotation” means, with respect to one or more Terminated
Transactions, a Firm Offer which is (1) made by an Eligible Replacement,
(2) for
an amount that would be paid to Party B (expressed as a negative number)
or by
Party B (expressed as a positive number) in consideration of an agreement
between Party B and such Eligible Replacement to enter into a Replacement
Transaction, and (3) made on the basis that Unpaid Amounts in respect
of the
Terminated Transaction or group of Transactions are to be excluded but,
without
limitation, any payment or delivery that would, but for the relevant
Early
Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be
included.
|
|
(B)
|
The
definition of Settlement Amount shall be deleted in its entirety
and
replaced with the following:
|
“Settlement
Amount” means, with respect to any Early Termination Date, an
amount (as determined by Party B) equal to:
|
|
(a)
|
if,
on or prior to such Early Termination Date, a Market Quotation
for the
relevant Terminated Transaction or group of Terminated Transactions
is
accepted by Party B at the written direction of the Depositor
so as to
become legally binding, the Termination Currency Equivalent
of the amount
(whether positive or negative) of such Market
Quotation;
|
|
|
(b)
|
if,
on such Early Termination Date, no Market Quotation for the
relevant
Terminated Transaction or group of Terminated Transactions
has been
accepted by Party B at the written direction of the Depositor
so as to
become legally binding and one or more Market Quotations from
Approved
Replacements have been communicated to Party B and remain capable
of
becoming legally binding upon acceptance by Party B, the Termination
Currency Equivalent of the amount (whether positive or negative)
of the
lowest of such Market Quotations (for the avoidance of doubt,
(I) a Market
Quotation expressed as a negative number is lower than a Market
Quotation
expressed as a positive number and (II) the lower of two Market
Quotations
expressed as negative numbers is the one with the largest absolute
value);
or
|
|
|
(c)
|
if,
on such Early Termination Date, no Market Quotation for the
relevant
Terminated Transaction or group of Terminated Transactions
is accepted by
Party B so as to become legally binding and no Market Quotation
from an
Approved Replacement has been communicated to Party B and remains
capable
of becoming legally binding upon acceptance by Party B, Party
B’s Loss
(whether positive or negative and without reference to any
Unpaid Amounts)
for the relevant Terminated Transaction or group of Terminated
Transactions.”
|
|
|
(C)
|
If
Party B at the written direction of the Depositor requests
Party A in
writing to obtain Market Quotations, Party A shall use its
reasonable
efforts to do so before the Early Termination
Date.
|
|
|
(D)
|
If
the Settlement Amount is a negative number, Section 6(e)(i)(3)
shall be
deleted in its entirety and replaced with the
following:
|
“(3)
Second Method and Market Quotation. If the Second Method and Market
Quotation apply, (I) Party B shall pay to Party A an amount equal to the
absolute value of the Settlement Amount in respect of the Terminated
Transactions, (II) Party B shall pay to Party A the Termination Currency
Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall
pay to
Party B the Termination Currency Equivalent of the Unpaid Amounts owing
to Party
B; provided, however, that (x) the amounts payable under the immediately
preceding clauses (II) and (III) shall be subject to netting in accordance
with
Section 2(c) of this Agreement and (y) notwithstanding any other provision
of
this Agreement, any amount payable by Party A under the immediately preceding
clause (III) shall not be netted against any amount payable by Party
B under the
immediately preceding clause (I).”
|
|
(E)
|
At
any time on or before the Early Termination Date at which two
or more
Market Quotations from Approved Replacements have been communicated
to
Party B and remain capable of becoming legally binding upon
acceptance by
Party B, Party B shall be entitled to accept only the lowest
of such
Market Quotations (for the avoidance of doubt, (I) a Market
Quotation
expressed as a negative number is lower than a Market Quotation
expressed
as a positive number and (II) the lower of two Market Quotations
expressed
as negative numbers is the one with the largest absolute
value).
|
|
|
(F)
|
In
determining whether or not a Firm Offer satisfies clause (B)(y)
of the
definition of Replacement Transaction and whether or not a
proposed
transfer satisfies clause (e)(B)(y) of the definition of Permitted
Transfer, Party B shall act in a commercially reasonable
manner.
|
|
(ii)
|
The
Second Method will apply.
|
(g) “Termination
Currency” means USD.
(h) Additional
Termination Events. Additional Termination Events will apply
as provided in Part 5(c).
Part
2. Tax Matters.
(a) Tax
Representations.
|
|
(i)
|
Payer
Representations. For the purpose of Section 3(e) of
this Agreement:
|
(A) Party
A makes the following representation(s):
None.
(B) Party
B makes the following representation(s):
None.
(ii) Payee
Representations. For the purpose of Section 3(f) of this
Agreement:
(A) Party
A makes the following representation(s):
Party
A
represents that it is a corporation organized under the laws of the State
of
Delaware.
(B) Party
B makes the following representation(s):
None.
|
(b)
|
Tax
Provisions.
|
|
|
(i)
|
Gross
Up. Section 2(d)(i)(4) shall not apply to Party B as
X, and Section 2(d)(ii) shall not apply to Party B as Y, in
each case such
that Party B shall not be required to pay any additional amounts
referred
to therein.
|
|
|
(ii)
|
Indemnifiable
Tax. The definition of “Indemnifiable Tax” in Section
14 is deleted in its entirety and replaced with the
following:
|
“Indemnifiable
Tax” means, in relation to payments by Party A, any Tax and,
in
relation to payments by Party B, no Tax.
Part
3. Agreement to Deliver Documents.
(a) For
the purpose of Section 4(a)(i), 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
|
An
original properly completed and executed United States Internal
Revenue
Service Form W-9 (or any successor thereto) with respect to
any payments
received or to be received by Party A that eliminates U.S.
federal
withholding and backup withholding Tax on payments to Party
A under this
Agreement.
|
(i)
upon execution of this Agreement, (ii) on or before the first
payment date
under this Agreement, including any Credit Support Document,
(iii)
promptly upon the reasonable demand by Party B, (iv) prior
to the
expiration or obsolescence of any previously delivered form,
and (v)
promptly upon the information on any such previously delivered
form
becoming inaccurate or incorrect.
|
|
|
Party
B
|
(i)
Upon execution of this Agreement, an original properly completed
and
executed United States Internal Revenue Service Form W-9 with
respect to
any payments received or to be received by the initial beneficial
owner of
payments to Party B under this Agreement, and (ii)
thereafter, the appropriate tax certification form (i.e., IRS
Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable
(or
any successor form thereto)) with respect to any payments received
or to
be received by the beneficial owner of payments to Party B
under this
Agreement from time to time, which forms are received by Party
B in
accordance with the Pooling and Servicing Agreement.
|
(i)
upon execution of this Agreement, (ii) on or before the first
payment date
under this Agreement, including any Credit Support Document,
(iii)
promptly upon the reasonable demand by Party A, (iv) prior
to the
expiration or obsolescence of any previously delivered form,
and (v)
promptly upon the information on any such previously delivered
form
becoming inaccurate or incorrect.
|
(b) For
the purpose of Section 4(a)(ii), other documents to be delivered
are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
|
|
Party
A and
Party
B
|
Any
documents required by the receiving party to evidence the authority
of the
delivering party or its Credit Support Provider, if any, for
it to execute
and deliver the Agreement, each Confirmation, and any Credit
Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform
its obligations
under the Agreement, each Confirmation and any Credit Support
Document, as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|
|
Party
A and
Party
B
|
A
certificate of an authorized officer of the party, as to the
incumbency
and authority of the respective officers of the party signing
the
Agreement, each Confirmation, and any relevant Credit Support
Document, as the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|
|
Party
A
|
Annual
Report of Party A’s Credit Support Provider containing consolidated
financial statements certified by independent certified public
accountants
and prepared in accordance with generally accepted accounting
principles
in the country in which Party A’s Credit Support Provider is
organized
|
Promptly
upon becoming publicly available
|
Yes
|
|
|
Party
A
|
Semi
Annual Financial Statements of Party A’s Credit Support Provider
containing unaudited, consolidated financial statements of
Party A’s
Credit Support Provider’s Interim Report prepared in accordance with
generally accepted accounting principles in the country in
which Party A’s
Credit Support Provider is organized
|
Promptly
upon becoming publicly available
|
Yes
|
|
|
Party
A
|
A
guarantee of Swiss Reinsurance Company
|
Upon
the execution and delivery of this Agreement
|
No
|
|
|
Party
A
|
An
opinion of counsel to Party A’s guarantor
|
Upon
the execution and delivery of this Agreement
|
No
|
|
|
Party
B
|
An
opinion of counsel relating to the Pooling and Servicing Agreement
and the
other principal transaction documents reasonably acceptable
to Party
A
|
Upon
the execution and delivery of this Agreement
|
No
|
|
|
Party
A
|
Description
of all current credit ratings of Party A by each Rating Agency
then rating
Party A
|
Promptly
upon request by Party B
|
No
|
|
|
Party
B
|
Final
executed version of the Pooling and Servicing Agreement
|
Promptly
upon such final version becoming publicly available
|
No
|
Part
4. Miscellaneous.
|
(a)
|
Address
for Notices: For the purposes of Section 12(a) of
this Agreement:
|
Address
for notices or communications
to Party A:
|
Address:
|
Swiss
Re Financial Products Corporation
|
|
00
Xxxx 00xx
Xxxxxx
|
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
|
Attention:
|
Head
of Operations
|
|
Facsimile:
|
(000)
000-0000
|
With
a copy to:
|
Address:
|
Swiss
Re Financial Products Corporation
|
|
00
Xxxx 00xx
Xxxxxx
|
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
|
Attention:
|
Legal
Department
|
|
Facsimile:
|
(000)
000-0000
|
(For
all
purposes)
Address
for notices or communications
to Party B:
|
Address:
|
Citibank,
N.A.
|
|
000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
|
|
|
Xxx
Xxxx, XX 00000
|
|
|
Attention:
|
Xxxxxxx
Xxxxxxx/CMLTI 2007-WFHE3
|
|
Facsimile:
|
(000)
000-0000
|
|
Phone:
|
(000)
000-0000
|
(For
all
purposes)
(b) Process
Agent. For the purpose of Section 13(c):
Party
A
appoints as its Process Agent: Not applicable.
Party
B
appoints as its Process Agent: Not applicable.
|
(c)
|
Offices. The
provisions of Section 10(a) will apply to this Agreement; neither
Party A
nor Party B has any Offices other than as set forth in the
Notices
Section.
|
|
(d)
|
Multibranch
Party. For the purpose of Section 10(c) of this
Agreement:
|
Party
A is not a Multibranch
Party.
|
|
Party
B is not a Multibranch Party.
|
|
(e)
|
Calculation
Agent. The Calculation Agent is Party A; provided,
however, that if an Event of Default shall have occurred with
respect to
Party A, Party B shall have the right to appoint as Calculation
Agent a
third party, reasonably acceptable to Party A, the cost for
which shall be
borne by Party A.
|
(f) Credit
Support Document.
|
Party
A:
|
The
Credit Support Annex, and any guarantee in support of Party
A’s
obligations under this Agreement.
|
|
Party
B:
|
The
Credit Support Annex, solely in respect of Party B’s obligations under
Paragraph 3(b) of the Credit Support
Annex.
|
|
(g)
|
Credit
Support Provider.
|
|
Party
A:
|
The
guarantor under any guarantee in support of Party A’s obligations under
this Agreement.
|
|
Party
B:
|
None.
|
|
(h)
|
Governing
Law. The parties to this Agreement hereby agree that
the law of the State of New York shall govern their rights
and duties in
whole (including any claim or controversy arising out of or
relating to
this Agreement), without regard to the conflict of law provisions
thereof
other than New York General Obligations Law Sections 5-1401
and
5-1402.
|
|
(i)
|
Netting
of Payments. Subparagraph (ii) of Section 2(c) will
apply to each Transaction
hereunder.
|
|
(j)
|
Affiliate. “Affiliate”
shall have the meaning assigned thereto in Section 14; provided,
however,
that Party B shall be deemed to have no Affiliates for purposes
of this
Agreement, including for purposes of Section
6(b)(ii).
|
Part
5. Other Provisions.
|
(a)
|
Definitions.
Unless otherwise specified in a Confirmation, this
Agreement and
each Transaction under this Agreement are subject to the 2000
ISDA
Definitions as published and copyrighted in 2000 by the International
Swaps and Derivatives Association, Inc. (the
“Definitions”), and will be governed in all relevant
respects by the provisions set forth in the Definitions, without
regard to
any amendment to the Definitions subsequent to the date
hereof. The provisions of the Definitions are hereby
incorporated by reference in and shall be deemed a part of
this Agreement,
except that (i) references in the Definitions to a “Swap Transaction”
shall be deemed references to a “Transaction” for purposes of this
Agreement, and (ii) references to a “Transaction” in this Agreement shall
be deemed references to a “Swap Transaction” for purposes of the
Definitions. Each term capitalized but not defined in this
Agreement shall
have the meaning assigned thereto in the Pooling and Servicing
Agreement.
|
Each
reference herein to a “Section” (unless specifically referencing the Pooling and
Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
a reference to a Section of the ISDA Master Agreement; each herein reference
to
a “Part” will be construed as a reference to the Schedule to the ISDA Master
Agreement; each reference herein to a “Paragraph” will be construed as a
reference to a Paragraph of the Credit Support Annex.
(b) Amendments
to ISDA Master Agreement.
|
|
(i)
|
Single
Agreement. Section 1(c) is hereby amended by the
adding the words “including, for the avoidance of doubt, the Credit
Support Annex” after the words “Master
Agreement”.
|
|
|
(ii)
|
Conditions
Precedent.
|
Section
2(a)(iii) is hereby amended by adding the following at the
end
thereof:
|
Notwithstanding
anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
with
respect to Party B or Potential Event of Default with respect to Party
B has
occurred and been continuing for more than 30 Local Business Days and
no Early
Termination Date in respect of the Affected Transactions has occurred
or been
effectively designated by Party A, the obligations of Party A under Section
2(a)(i) shall cease to be subject to the condition precedent set forth
in
Section 2(a)(iii)(1) with respect to such specific occurrence of such
Event of
Default or such Potential Event of Default (the “Specific
Event”); provided, however, for the avoidance of doubt, the obligations
of Party A under Section 2(a)(i) shall be subject to the condition precedent
set
forth in Section 2(a)(iii)(1) (subject to the foregoing) with respect
to any
subsequent occurrence of the same Event of Default with respect to Party
B or
Potential Event of Default with respect to Party B after the Specific
Event has
ceased to be continuing and with respect to any occurrence of any other
Event of
Default with respect to Party B or Potential Event of Default with respect
to
Party B that occurs subsequent to the Specific Event.
|
|
(iii)
|
Change
of Account. Section 2(b) is hereby amended by the
addition of the following after the word “delivery” in the first line
thereof: “to another account in the same legal and tax
jurisdiction as the original
account”.
|
|
|
(iv)
|
Representations. Section
3 is hereby amended by adding at the end thereof the following
subsection
(g):
|
|
|
“(g)
|
Relationship
Between Parties.
|
|
|
(1)
|
Nonreliance. (i)
It is not relying on any statement or representation of the
other party
(whether written or oral) regarding any Transaction hereunder,
other than
the representations expressly made in this Agreement or the
Confirmation
in respect of that Transaction and (ii) it has consulted with
its own
legal, regulatory, tax, business, investment, financial and
accounting
advisors to the extent it has deemed necessary, and it has
made its own
investment, hedging and trading decisions based upon its own
judgment and
upon any advice from such advisors as it has deemed necessary
and not upon
any view expressed by the other
party.
|
|
|
(2)
|
Evaluation
and Understanding. (i) It has the capacity to evaluate
(internally or through independent professional advice) each
Transaction
and has made its own decision to enter into the Transaction
and (ii) it
understands the terms, conditions and risks of the Transaction
and is
willing and able to accept those terms and conditions and to
assume those
risks, financially and otherwise.
|
|
|
(3)
|
Purpose. It
is entering into the Transaction for the purposes of managing
its
borrowings or investments, hedging its underlying assets or
liabilities or
in connection with a line of
business.
|
|
|
(4)
|
Status
of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of the
Transaction.
|
|
|
(5)
|
Eligible
Contract Participant. It is an “eligible swap participant” as
such term is defined in, Section 35.1(b)(2) of the regulations
(17 C.F.R.
35) promulgated under, and an “eligible contract participant” as defined
in Section 1(a)(12) of the Commodity Exchange Act, as
amended.”
|
|
|
(v)
|
Transfer
to Avoid Termination Event. Section 6(b)(ii) is hereby
amended (i) by deleting the words “or if a Tax Event Upon Merger occurs
and the Burdened Party is the Affected Party,” and the words “, which
consent will not be withheld if such other party’s policies in effect at
such time would permit it to enter into transactions with the
transferee
on the terms proposed”and (ii) by deleting the words “to transfer” and
inserting the words “to effect a Permitted Transfer” in lieu
thereof.
|
|
|
(vi)
|
Jurisdiction.
Section 13(b) is hereby amended by: (i) deleting in
the second
line of subparagraph (i) thereof the word “non-”, (ii) deleting “; and”
from the end of subparagraph (i) and inserting “.” in lieu thereof, and
(iii) deleting the final paragraph
thereof.
|
|
|
(vii)
|
Local
Business Day. The definition of Local Business Day in
Section 14 is hereby amended by the addition of the words “or any Credit
Support Document” after “Section 2(a)(i)” and the addition of the words
“or Credit Support Document” after
“Confirmation”.
|
|
(c)
|
Additional
Termination Events. The following Additional
Termination Events will apply:
|
|
(i)
|
Failure
to Post Collateral.If Party A has failed to comply with or
perform any obligation to be complied with or performed by
Party A in
accordance with the Credit Support Annex and such failure has
not given
rise to an Event of Default under Section 5(a)(i) or Section
5(a)(iii),
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)
|
Second
Rating Trigger Replacement. The occurrence of any
event described in this Part 5(c)(ii) shall constitute an Additional
Termination Event with respect to Party A and Party A shall
be the sole
Affected Party with respect to such Additional Termination
Event.
|
|
|
(A)
|
An
S&P Required Ratings Downgrade Event has occurred and is continuing
and at least 60 calendar days have elapsed since such S&P Required
Ratings Downgrade Event first
occurred.
|
|
|
(B)
|
A
Xxxxx’x Second Trigger Downgrade Event has occurred and is continuing
and
at least 30 Local Business Days have elapsed since such Xxxxx’x Second
Trigger Downgrade Event first occurred, and at least one Eligible
Replacement has made a Firm Offer that would, assuming the
occurrence of
an Early Termination Date, qualify as a Market Quotation (on
the basis
that Part 1(f)(i)(A) applies) and which remains capable of
becoming
legally binding upon acceptance.
|
|
|
(iii)
|
[Reserved.]
|
|
|
(iv)
|
[Reserved.]
|
|
|
(v)
|
[Reserved.]
|
|
|
(vi)
|
Optional
Termination of Securitization. An Additional
Termination Event shall occur upon the earlier of (i) the occurrence
of an
Optional Termination in accordance with Article IX of the Pooling
and
Servicing Agreement or (ii) notice to Certificateholders of
such Optional
Termination becoming unrescindable, in accordance with Article
IX of the
Pooling and Servicing Agreement. Party B shall be the sole
Affected Party
with respect to such Additional Termination Event; provided,
however, that
notwithstanding anything to the contrary in Section 6(b)(iv),
only Party B
may designate an Early Termination Date as a result of this
Additional
Termination Event.
|
|
(d)
|
Required
Ratings Downgrade Event. If a Required Ratings
Downgrade Event has occurred and is continuing, then Party
A shall, at its
own expense, use commercially reasonable efforts to, as soon
as reasonably
practicable, either (A) effect a Permitted Transfer or (B)
procure an
Eligible Guarantee by a guarantor with credit ratings at least
equal to
the S&P Required Ratings Threshold and the Xxxxx’x Second Trigger
Threshold.
|
|
(e)
|
Compliance
with Item 1115 of Regulation
AB.
|
Party
A
and Party B hereby agree that the terms of the Item 1115 Agreement, dated
as of
June 25, 2007 (the “Item 1115 Agreement”) among among Citigroup
Global Markets Realty Corp. (“Sponsor”), Citigroup Mortgage Loan Trust Inc. (the
“Depositor”) and Swiss Re Financial Products Corporation (the “Derivative
Provider”), shall be incorporated by reference into this Agreement and Party B
shall be an express third party beneficiary of the Item 1115 Agreement.
A copy
of the Item 1115 Agreement is annexed hereto at Annex B.
|
(f)
|
Transfers.
|
(i) Section
7 is hereby amended to read in its entirety as follows:
“Neither
this Agreement nor any interest or obligation in or under this Agreement
may be
transferred (whether by way of security or otherwise) by either party
unless (a)
the prior written consent of the other party is obtained and (b) the
Rating
Agency Condition has been satisfied with respect to S&P, except
that:
|
|
(a)
|
Party
A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
or the
Item 1115 Agreement, (2) pursuant to a consolidation or amalgamation
with,
or merger with or into, or transfer of all or substantially
all its assets
to, another entity (but without prejudice to any other right
or remedy
under this Agreement), or (3) at any time at which no Relevant
Entity has
credit ratings at least equal to the Approved Ratings
Threshold;
|
|
|
(b)
|
Party
B may transfer its rights and obligations hereunder in connection
with a
transfer pursuant to Section 8.09 of the Pooling and Servicing
Agreement,
and
|
|
|
(c)
|
a
party may make such a transfer of all or any part of its interest
in any
amount payable to it from a Defaulting Party under Section
6(e).
|
Any
purported transfer that is not in compliance with this Section will be
void.
|
|
(ii)
|
If
an Eligible Replacement has made a Firm Offer (which remains
an offer that
will become legally binding upon acceptance by Party B) to
be the
transferee pursuant to a Permitted Transfer, Party B shall,
at Party A’s
written request and at Party A’s expense, execute such documentation
provided to it as is reasonably deemed necessary to effect
such
transfer.
|
|
(g)
|
Non-Recourse. Party
A acknowledges and agrees that, notwithstanding any provision
in this
Agreement to the contrary, the obligations of Party B hereunder
are
limited recourse obligations of Party B, payable solely from
the Cap Trust
and the proceeds thereof, and that Party A will not have any
recourse to
any of the directors, officers, agents, employees, shareholders
or
affiliates of the Party B with respect to any claims, losses,
damages,
liabilities, indemnities or other obligations in connection
with any
transactions contemplated hereby. In the event that the Cap
Trust and the
proceeds thereof, should be insufficient to satisfy all claims
outstanding
and following the realization of the account held by the Cap
Trust and the
proceeds thereof, any claims against or obligations of Party
B under the
ISDA Master Agreement or any other confirmation thereunder
still
outstanding shall be extinguished and thereafter not
revive. This provision will survive the termination of this
Agreement.
|
|
(h)
|
[Reserved.]
|
|
(i)
|
Rating
Agency Notifications. Notwithstanding any other
provision of this Agreement, no Early Termination Date shall
be
effectively designated hereunder by Party B and no transfer
of any rights
or obligations under this Agreement shall be made by either
party unless
each Rating
Agency has been provided prior written notice of such designation
or
transfer.
|
|
(j)
|
No
Set-off. Except as expressly provided for in Section
2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding
any other
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. Section 6(e) shall be amended by deleting the
following sentence: “The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will
be subject
to any Set-off.”.
|
|
(k)
|
Amendment. Notwithstanding
any provision to the contrary in this Agreement, no amendment
of either
this Agreement or any Transaction under this Agreement shall
be permitted
by either party unless each of the Rating Agencies has been
provided prior
written notice of the same and the Rating Agency Condition
is satisfied
with respect to S&P.
|
|
(l)
|
Notice
of Certain Events or Circumstances. Each Party agrees,
upon learning of the occurrence or existence of any event or
condition
that constitutes (or that with the giving of notice or passage
of time or
both would constitute) an Event of Default or Termination Event
with
respect to such party, promptly to give the other Party and
to each Rating
Agency notice of such event or condition; provided that failure
to provide
notice of such event or condition pursuant to this Part 5(l)
shall not
constitute an Event of Default or a Termination
Event.
|
|
(m)
|
Proceedings. No
Relevant Entity shall institute against, or cause any other
person to
institute against, or join any other person in instituting
against Party
B, the Cap Trust, or the trust formed pursuant to the Pooling
and
Servicing Agreement, in any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other proceedings
under any
federal or state bankruptcy or similar law for a period of
one year (or,
if longer, the applicable preference period) and one day following
payment
in full of the Certificates and any Notes. This provision will
survive the termination of this
Agreement.
|
|
(n)
|
Cap
Trustee Liability Limitations. It is expressly
understood and agreed by the parties hereto that (a) this Agreement
is
executed and delivered by Citibank, N.A. (“Citibank”) not in its
individual capacity, but solely as Cap Trustee under the Pooling
and
Servicing Agreement in the exercise of the powers and authority
conferred
and vested in it thereunder; (b) Citibank has been directed
pursuant to
the Pooling and Servicing Agreement to enter into this Agreement
and to
perform its obligations hereunder; (c) each of the representations,
warranties, covenants, undertakings and agreements herein made
on behalf
of the Cap Trust is made and intended not as a personal representation
of
the Cap Trustee but is made and intended for the purpose of
binding only
the Cap Trust; and (d) nothing herein contained shall be construed
as
creating any liability on Citibank, individually or personally,
to perform
any covenant either expressed or implied contained herein,
all such
liability, if any, being expressly waived by the parties who
are
signatories to this Agreement and by any person claiming by,
through or
under such parties and (e) under no circumstances shall Citibank
in its
individual capacity be personally liable for the payment of
any indemnity,
indebtedness, fees or expenses of the Cap Trust or any payments
hereunder
or for the breach or failure of any obligation, representation,
warranty
or covenant made or undertaken under this
Agreement.
|
|
(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) in any respect,
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; provided, however, that this severability provision
shall not be
applicable if any provision of Section 2, 5, 6, or 13 (or any
definition
or provision in Section 14 to the extent it relates to, or
is used in or
in connection with any such Section) shall be so held to be
invalid or
unenforceable.
|
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.
|
(p)
|
Agent
for Party B. Party A acknowledges that the Depositor
has appointed the Cap Trustee as agent under the Pooling and
Servicing
Agreement and the Cap Administration Agreement to carry out
certain
functions on behalf of Party B, and that the Cap Trustee shall
be entitled
to give notices and to perform and satisfy the obligations
of Party B
hereunder on behalf of Party B.
|
|
(q)
|
[Reserved.]
|
|
(r)
|
Consent
to Recording. Each party hereto consents to the
monitoring or recording, at any time and from time to time,
by the other
party of any and all communications between trading, marketing,
and
operations personnel of the parties and their Affiliates, waives
any
further notice of such monitoring or recording, and agrees
to notify such
personnel of such monitoring or
recording.
|
|
(s)
|
Waiver
of Jury Trial. Each party waives any right it may have
to a trial by jury in respect of any suit, action or proceeding
relating
to this Agreement or any Credit Support
Document.
|
|
(t)
|
Form
of ISDA Master Agreement. Party A and Party B hereby
agree that the text of the body of the ISDA Master Agreement
is intended
to be the printed form of the ISDA Master Agreement (Multicurrency
–
Crossborder) as published and copyrighted in 1992 by the International
Swaps and Derivatives Association,
Inc.
|
|
(u)
|
Payment
Instructions. Party A hereby agrees that, unless
notified in writing by Party B of other payment instructions,
any and all
amounts payable by Party A to Party B under this Agreement
shall be paid
to the account specified in Item 4 of this Long-form Confirmation,
below.
|
|
(v)
|
Additional
representations.
|
|
|
(i)
|
Representations
of Party A. Party A represents to Party B on the date
on which Party A enters into each Transaction that Party A’s obligations
under this Agreement rank pari passu with all of Party A’s other
unsecured, unsubordinated obligations except those obligations
preferred
by operation of law.
|
|
|
(ii)
|
Capacity. Party
A represents to Party B on the date on which Party A enters
into this
Agreement that it is entering into the Agreement and the Transaction
as
principal and not as agent of any person. The Cap Trustee
represents to Party A on the date on which the Cap Trustee
executes this
Agreement that it is executing the Agreement not in its individual
capacity but solely as Cap Trustee.
|
|
(w)
|
Acknowledgements.
|
|
|
(i)
|
Substantial
financial transactions. Each party hereto is hereby
advised and acknowledges as of the date hereof that the other
party has
engaged in (or refrained from engaging in) substantial financial
transactions and has taken (or refrained from taking) other
material
actions in reliance upon the entry by the parties into the
Transaction
being entered into on the terms and conditions set forth herein
and in the
Pooling and Servicing Agreement relating to such Transaction,
as
applicable. This paragraph shall be deemed repeated on the
trade date of
each Transaction.
|
|
|
(ii)
|
Bankruptcy
Code. Subject to Part 5(m), without limiting the
applicability if any, of any other provision of the U.S. Bankruptcy
Code
as amended (the “Bankruptcy Code”) (including without limitation Sections
362, 546, 556, and 560 thereof and the applicable definitions
in Section
101 thereof), the parties acknowledge and agree that all Transactions
entered into hereunder will constitute “forward contracts” or “swap
agreements” as defined in Section 101 of the Bankruptcy Code or “commodity
contracts” as defined in Section 761 of the Bankruptcy Code, that the
rights of the parties under Section 6 of this Agreement will
constitute
contractual rights to liquidate Transactions, that any margin
or
collateral provided under any margin, collateral, security,
pledge, or
similar agreement related hereto will constitute a “margin payment” as
defined in Section 101 of the Bankruptcy Code, and that the
parties are
entities entitled to the rights under, and protections afforded
by,
Sections 362, 546, 556, and 560 of the Bankruptcy
Code.
|
|
(x)
|
Limitation
on Events of Default. Notwithstanding the provisions
of Sections 5 and 6, with respect to this Transaction, if at
any time and
so long as Party B has satisfied in full all its payment obligations
under
Section 2(a)(i) of this Transaction and has at the time no
future payment
obligations, whether absolute or contingent, under such Section
in respect
of this Transaction, then unless Party A is required pursuant
to
appropriate proceedings to return to Party B or otherwise returns
to Party
B upon demand of Party B any portion of any such payment in
respect of
this Transaction, (a) the occurrence of an event described
in Section 5(a)
with respect to Party B shall not constitute an Event of Default
or
Potential Event of Default with respect to Party B as Defaulting
Party in
respect of this Transaction and (b) Party A shall be entitled
to designate
an Early Termination Date pursuant to Section 6 in respect
of this
Transaction only as a result of the occurrence of a Termination
Event set
forth in either Section 5(b)(i) or 5(b)(ii) with respect to
Party A as the
Affected Party, or Section 5(b)(iii) with respect to Party
A as the
Burdened Party. Party A acknowledges and agrees that Party B’s
only payment obligation under Section 2(a)(i) in respect of
each Cap
Transaction is to pay the related Fixed Amount on the related
Fixed Amount
Payer Payment Date.
|
|
(y)
|
[Reserved.]
|
(z) Additional
Definitions.
As
used
in this Agreement, the following terms shall have the meanings set forth
below,
unless the context clearly requires otherwise:
“Approved
Ratings Threshold” means each of the S&P Approved Ratings
Threshold and the Moody’s First Trigger Ratings Threshold.
“Approved
Replacement” means, with respect to a Market Quotation, an entity
making such Market Quotation, which entity would satisfy conditions (a),
(b),
(c) and (d) of the definition of Permitted Transfer (as determined by
Party B in
its sole discretion, acting in a commercially reasonable manner) if such
entity
were a Transferee, as defined in the definition of Permitted
Transfer.
“Derivative
Provider Trigger Event” means (i) an Event of Default with respect
to which Party A is a Defaulting Party, (ii) a Termination Event with
respect to
which Party A is the sole Affected Party or (iii) an Additional Termination
Event with respect to which Party A is the sole Affected Party.
“Eligible
Guarantee” means an unconditional and irrevocable guarantee of all
present and future obligations of Party A under this Agreement (or, solely
for
purposes of the definition of Eligible Replacement, all present and future
obligations of such Eligible Replacement under this Agreement or its
replacement, as applicable) which is provided by a guarantor as principal
debtor
rather than surety and which is directly enforceable by Party B, the
form and
substance of which guarantee are subject to the Rating Agency Condition
with
respect to S&P, and either (A) a law firm has given a legal opinion
confirming that none of the guarantor’s payments to Party B under such guarantee
will be subject to deduction or Tax collected by withholding and such
opinion
has been delivered to Moody’s, or (B) such guarantee provides that, in the event
that any of such guarantor’s payments to Party B are subject to deduction or Tax
collected by withholding, such guarantor is required to pay such additional
amount as is necessary to ensure that the net amount actually received
by Party
B (free and clear of any Tax collected by withholding) will equal the
full
amount Party B would have received had no such deduction or withholding
been
required, or (C) in the event that any payment under such guarantee is
made net
of deduction or withholding for Tax, Party A is required, under Section
2(a)(i),
to make such additional payment as is necessary to ensure that the net
amount
actually received by Party B from the guarantor will equal the full amount
Party
B would have received had no such deduction or withholding been
required.
“Eligible
Replacement” means an entity (A) that lawfully could perform the
obligations owing to Party B under this Agreement (or its replacement,
as
applicable), and (B) (I) (x) which has credit ratings from
S&P at least equal to the S&P Required Ratings Threshold or (y) all
present and future obligations of which entity owing to Party B under
this
Agreement (or its replacement, as applicable) are guaranteed pursuant
to an
Eligible Guarantee provided by a guarantor with credit ratings from S&P at
least equal to the S&P Required Ratings Threshold, in either case if S&P
is a Rating Agency, and (II) (x) which has credit ratings from Moody’s at least
equal to the Moody’s Second Trigger Ratings Threshold or (y) all present and
future obligations of which entity owing to Party B under this Agreement
(or its
replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
provided by a guarantor with credit ratings from Moody’s at least equal to the
Moody’s Second Trigger Ratings Threshold, in either case if Xxxxx’x is a Rating
Agency and (C) that has executed an Item 1115 Agreement with the
Depositor. An Eligible Replacement shall provide to Party B in
writing all credit ratings described in this definition upon request
by Party
B.
“Financial
Institution” means a bank, broker/dealer, insurance company,
structured investment company or derivative product company.
“Firm
Offer” means a quotation from an Eligible Replacement (i) in
an
amount equal to the actual amount payable by or to Party B in consideration
of
an agreement between Party B and such Eligible Replacement to replace
Party A as
the counterparty to this Agreement by way of novation or, if such novation
is
not possible, an agreement between Party B and such Eligible Replacement
to
enter into a Replacement Transaction (assuming that all Transactions
hereunder
become Terminated Transactions), and (ii) that constitutes an offer by
such
Eligible Replacement to replace Party A as the counterparty to this Agreement
or
enter a Replacement Transaction that will become legally binding upon
such
Eligible Replacement upon acceptance by Party B.
“Moody’s”
means Xxxxx’x Investors Service,
Inc., or any successor thereto.
“Moody’s
First Trigger Ratings Threshold” means, with respect to Party A,
the guarantor under an Eligible Guarantee, or an Eligible Replacement,
(i) if
such entity has a short-term unsecured and unsubordinated debt rating
from
Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
short-term unsecured and unsubordinated debt rating or counterparty rating
from
Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
rating from Moody’s of “A1”.
“Moody’s
Second Trigger Downgrade
Event”means
that
no Relevant Entity has credit ratings from Moody’s at least equal to the
Moody’s Second Trigger Ratings Threshold.
“Moody’s
Second Trigger Ratings Threshold” means,
with respect to Party A, the guarantor under an Eligible Guarantee, or
an
Eligible Replacement, (i) if such entity has a short-term unsecured and
unsubordinated debt rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
or (ii) if such entity does not have a short-term unsecured and unsubordinated
debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
or counterparty rating from Moody’s of “A3”.
“Permitted
Transfer” means a transfer by novation by Party A, pursuant to
Section 6(b)(ii) or the Item 1115 Agreement, or which is described in
Sections
7(a)(2) or (3) (as amended herein), to a transferee (the
“Transferee”) of Party A’s rights, liabilities, duties and
obligations under this Agreement, with respect to which transfer each
of the
following conditions is satisfied: (a) the Transferee is an Eligible
Replacement; (b) Party A and the Transferee are both “dealers in notional
principal contracts” within the meaning of Treasury regulations section
1.1001-4; (c) as of the date of such transfer the Transferee would not
be
required to withhold or deduct on account of Tax from any payments under
this
Agreement or would be required to gross up for such Tax under Section
2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
as a
result of such transfer; (e) the Transferee contracts with Party B pursuant
to a
written instrument (the “Transfer Agreement”) (A) (i) on terms
which are
effective to transfer to the Transferee all, but not less than all, of
Party A’s
rights, liabilities, duties and obligations under the Agreement and all
relevant
Transactions, which terms are identical to the terms of this Agreement,
other
than party names, dates relevant to the effective date of such transfer,
tax
representations (provided that the representations in Part 2(a)(i) are
not
modified) and any other representations regarding the status of the substitute
counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or
Part
5(v)(ii), notice information and account details, and (ii) each Rating
Agency
has been given prior written notice of such transfer,
or (B) (i) on terms that (x) have the effect of preserving for Party
B the
economic equivalent of all payment and delivery obligations (whether
absolute or
contingent and assuming the satisfaction of each applicable condition
precedent)
under this Agreement immediately before such transfer and (y) are, in
all
material respects, no less beneficial for Party B than the terms of this
Agreement immediately before such transfer, as determined by Party B,
and (ii)
Moody’s has been given prior written notice of such transfer
and] the Rating Agency Condition is satisfied with respect
to
S&P; (f) Party A will be responsible for any costs or expenses incurred
in
connection with such transfer (including any replacement cost of entering
into a
replacement transaction); and (g) such transfer otherwise complies with
the
terms of the Pooling and Servicing Agreement.
“Rating
Agency Condition” means, with respect to any particular proposed
act or omission to act hereunder and each Rating Agency specified in
connection
with such proposed act or omission, that the party proposing such act
or failure
to act must consult with each of the specified Rating Agencies and receive
from
each such Rating Agency prior written confirmation that the proposed
action or
inaction would not cause a downgrade or withdrawal of the then-current
rating of
any Certificates or Notes.
“Rating
Agencies” mean, with respect to any date of determination, each
of
S&P and Moody’s, to the extent that each such rating agency is then
providing a rating for any of the Citigroup Mortgage Loan Trust 2007-WFHE3,
Asset-Backed Pass-Through Certificates, Series 2007-WFHE3 (the “Certificates”)
or any notes backed by any of the Certificates (the “Notes”).
“Relevant
Entities” mean Party A and, to the extent applicable, a guarantor
under an Eligible Guarantee.
“Replacement
Transaction” means, with respect to any Terminated Transaction or
group of Terminated Transactions, a transaction or group of transactions
that
(A) has terms which would be effective to transfer to a transferee all,
but not
less than all, of Party A’s rights, liabilities, duties and obligations under
this Agreement and all relevant Transactions, which terms are identical
to the
terms of this Agreement, other than party names, dates relevant to the
effective
date of such transfer, tax representations (provided that the representations
in
Part 2(a)(i) are not modified) and any other representations regarding
the
status of the substitute counterparty of the type included in Part 5(b)(iv),
Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account details,
save
for the exclusion of provisions relating to Transactions that are not
Terminated
Transactions, or (B) (x) would have the effect of preserving for Party
B the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of
each
applicable condition precedent) under this Agreement in respect of such
Terminated Transaction or group of Terminated Transactions that would,
but for
the occurrence of the relevant Early Termination Date, have been required
after
that date, and (y) has terms which are, in all material respects, no
less
beneficial for Party B than those of this Agreement (save for the exclusion
of
provisions relating to Transactions that are not Terminated Transactions),
as
determined by Party B.
“Required
Ratings Downgrade Event” means that no Relevant Entity has credit
ratings at least equal to the Required Ratings Threshold.
“Required
Ratings Threshold” means each of the S&P Required Ratings
Threshold and the Moody’s Second Trigger Ratings Threshold.
“S&P”
means Standard & Poor’s Rating Services, a division
of
The XxXxxx-Xxxx Companies, Inc., or any successor thereto.
“S&P
Approved Ratings Threshold” means, with respect to Party A, the
guarantor under an Eligible Guarantee, or an Eligible Replacement, a
short-term
unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
entity does not have a short-term unsecured and unsubordinated debt rating
from
S&P, a long-term unsecured and unsubordinated debt rating or counterparty
rating of “A+” from S&P.
“S&P
Required Ratings Downgrade Event” means that
no Relevant Entity has credit ratings from S&P at least equal to the S&P
Required Ratings Threshold.
“S&P
Required Ratings Threshold”
means, with
respect to Party A, the guarantor under an Eligible Guarantee, or an
Eligible
Replacement, (I) if such entity is a Financial Institution, a short-term
unsecured and unsubordinated debt rating of “A-2” from S&P, or, if such
entity does not have a short-term unsecured and unsubordinated debt
rating
from S&P, a long-term unsecured and unsubordinated debt rating or
counterparty rating of “BBB+” from S&P, or (II) if such entity is not a
Financial Institution, a short-term unsecured and unsubordinated debt
rating of
“A-1” from S&P, or, if such entity does not have a short-term unsecured and
unsubordinated debt rating from S&P, a long-term unsecured and
unsubordinated debt rating or counterparty rating of “A+” from
S&P.
[Remainder
of this page intentionally left blank.]
Item
4. Account
Details and Settlement Information:
|
Payments
to Party A:
|
JPMorgan
Chase Bank
|
|
ABA#
000000000
|
|
|
SWIFT:
XXXXXX00
|
|
|
Account
of: Swiss Re Financial Products
|
|
|
Account
No.: 066-911184
|
|
|
Payments
to Party B:
|
Citibank,
N.A.
|
|
ABA#000000000
|
|
|
Account
No. 3617-2242
|
|
|
Acct
Name: Structured Finance Incoming Wire Account
|
|
|
Ref:
CMLTI 2007-WFHE3 Cap Account A/C#
106766
|
This
Agreement may be executed in several counterparts, each of which shall
be deemed
an original but all of which together shall constitute one and the same
instrument.
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
SWISS
RE
FINANCIAL PRODUCTS CORPORATION
|
By:
|
|
|
Name:
|
|
|
Title:
|
CITIBANK,
N.A., NOT INDIVIDUALLY, BUT SOLELY AS CAP TRUSTEE ON BEHALF OF THE CAP
TRUST
WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN TRUST 2007-WFHE3, ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES 2007-WFHE3
|
By:
|
|
|
Name:
|
|
|
Title:
|
SCHEDULE
I
(All
such
dates subject to No Adjustment with respect to Fixed Rate Payer Period
End Dates
and adjustment in accordance with the Following Business Day Convention
with
respect to Floating Rate Payer Period End Dates)
|
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
|
Effective
Date
|
July
25, 2007
|
2,179,419.28
|
|
July
25, 2007
|
August
25, 2007
|
2,158,387.41
|
|
August
25, 2007
|
September
25, 2007
|
2,128,697.76
|
|
September
25, 2007
|
October
25, 2007
|
2,093,286.52
|
|
October
25, 2007
|
November
25, 2007
|
2,052,860.10
|
|
November
25, 2007
|
December
25, 2007
|
2,006,914.18
|
|
December
25, 2007
|
January
25, 2008
|
1,956,259.07
|
|
January
25, 2008
|
February
25, 2008
|
1,900,869.94
|
|
February
25, 2008
|
March
25, 2008
|
1,840,623.63
|
|
March
25, 2008
|
April
25, 2008
|
1,777,145.85
|
|
April
25, 2008
|
May
25, 2008
|
1,710,659.49
|
|
May
25, 2008
|
Termination
Date
|
1,646,518.44
|
Annex
A
Paragraph
13 of the Credit Support Annex
Annex
B
Item
1115 Agreement
ANNEX
A
ISDA®
CREDIT
SUPPORT ANNEX
to
the
Schedule to the
ISDA
Master Agreement
dated
as
of June 25, 2007 between
Swiss
Re
Financial Products Corporation (hereinafter referred to as “Party
A” or “Pledgor”)
and
Citibank,
N.A., not individually, but solely as cap trustee (the “Cap Trustee”) on behalf
of the cap trust with respect to the Citigroup Mortgage Loan Trust 2007-WFHE3,
Asset-Backed Pass-Through Certificates, Series 2007-WFHE3 (the “Cap
Trust”)
(hereinafter
referred to as “Party B” or “Secured
Party”).
Paragraph
13. Elections and Variables.
|
(a)
|
Security
Interest for “Obligations”. The term
“Obligations” as used in this
Annex includes the following additional
obligations:
|
With
respect to Party A: not applicable.
With
respect to Party B: not applicable.
|
(b)
|
Credit
Support Obligations.
|
|
(i)
|
Delivery
Amount, Return Amount and Credit Support
Amount.
|
|
(A)
|
“Delivery
Amount” has the meaning specified in
Paragraph 3(a), except that:
|
|
|
(I)
|
the
words “upon a demand made by the Secured Party on or promptly following
a
Valuation Date” shall be deleted and replaced with the words “not later
than the close of business on each Valuation
Date”,
|
|
|
(II)
|
the
sentence beginning “Unless otherwise specified in Paragraph 13” and ending
“(ii) the Value as of that Valuation Date of all Posted Credit
Support
held by the Secured Party.” shall be deleted in its entirety and replaced
with the following:
|
“The
“Delivery Amount” applicable to the
Pledgor for any Valuation Date will equal the greatest of
|
|
(1)
|
the
amount by which (a) the S&P Credit Support Amount for such Valuation
Date exceeds (b) the S&P Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured Party,
and
|
|
|
(2)
|
the
amount by which (a) the Moody’s Credit Support Amount for such Valuation
Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured
Party.
|
|
|
(III)
|
if,
on any Valuation Date, the Delivery Amount equals or exceeds
the Pledgor’s
Minimum Transfer Amount, the Pledgor will Transfer to the Secured
Party
sufficient Eligible Credit Support to ensure that, immediately
following
such transfer, the Delivery Amount shall be
zero.
|
|
(B)
|
“Return
Amount” has the meaning specified in Paragraph 3(b), except
that:
|
|
|
(I)
|
the
sentence beginning “Unless otherwise specified in Paragraph 13” and ending
“(ii) the Credit Support Amount.” shall be deleted in its entirety and
replaced with the following:
|
“The
“Return Amount” applicable to the Secured Party for
any Valuation Date will equal the least of
|
|
(1)
|
the
amount by which (a) the S&P Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured Party exceeds (b) the
S&P
Credit Support Amount for such Valuation Date,
and
|
|
|
(2)
|
the
amount by which (a) the Moody’s Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured Party exceeds (b) the
Moody’s
Credit Support Amount for such Valuation
Date.
|
|
|
(II)
|
in
no event shall the Secured Party be required to Transfer any
Posted Credit
Support under Paragraph 3(b) if, immediately following such transfer,
the
Delivery Amount would be greater than
zero.
|
|
(C)
|
“Credit
Support Amount” shall not apply. For purposes of
calculating any Delivery Amount or Return Amount for any Valuation
Date,
reference shall be made to the S&P Credit Support Amount or the
Moody’s Credit Support Amount, in each case for such Valuation Date,
as
provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
above.
|
|
(ii)
|
Eligible
Collateral.
|
On
any
date, the items set forth on the schedule of Eligible Collateral attached
as
Schedule A hereto will qualify as “Eligible
Collateral” (for the avoidance of doubt, all Eligible Collateral
to be denominated in USD).
|
(iii)
|
Other
Eligible Support.
|
The
following items will qualify as “Other Eligible
Support” for the party specified:
Not
applicable.
|
(iv)
|
Threshold.
|
|
(A)
|
“Independent
Amount” means zero with respect to Party A and Party
B.
|
|
(B)
|
“Moody’s
Threshold” means, with respect to Party A and any Valuation
Date, if a Moody’s First Trigger Downgrade Event has occurred and is
continuing and such Moody’s First Trigger Downgrade Event has been
continuing (i) for at least 30 Local Business Days or (ii) since
this
Annex was executed, zero; otherwise,
infinity.
|
“S&P
Threshold” means, with respect to Party A and any Valuation Date,
if an S&P Approved Ratings Downgrade Event has occurred and is
continuing and such S&P Approved Ratings Downgrade Event has been continuing
(i) for at least 10 Local Business Days or (ii) since this Annex was executed,
zero; otherwise, infinity.
|
“Threshold”
means, with respect to Party B and any Valuation Date,
infinity.
|
|
(C)
|
“Minimum
Transfer Amount” means USD 100,000 with respect to Party A
and Party B; provided, however, that if the aggregate Certificate
Principal Balance of any Certificates and the aggregate principal
balance
of any Notes rated by S&P is at the time of any transfer less than USD
50,000,000, the “Minimum Transfer Amount” shall
be USD 50,000.
|
|
(D)
|
Rounding:
The Delivery Amount will be rounded up to the nearest integral
multiple of
USD 10,000. The Return Amount will be rounded down to the nearest
integral
multiple of USD 10,000.
|
|
(c)
|
Valuation
and Timing.
|
|
(i)
|
“Valuation
Agent” means Party A; provided, however, that if an Event
of
Default shall have occurred with respect to which Party A is
the
Defaulting Party, Party B shall have the right to designate as
Valuation
Agent an independent party, reasonably acceptable to Party A,
the cost for
which shall be borne by Party A. All calculations by the
Valuation Agent must be made in accordance with standard market
practice,
including, in the event of a dispute as to the Value of any Eligible
Credit Support or Posted Credit Support, by making reference
to quotations
received by the Valuation Agent from one or more Pricing
Sources.
|
|
(ii)
|
“Valuation
Date” means the first Local Business Day in each week]
on
which any of the S&P Threshold or the Xxxxx’x Threshold
is zero.
|
|
(iii)
|
“Valuation
Time” means the close of business in the city of the
Valuation Agent on the Local Business Day immediately preceding
the
Valuation Date or date of calculation, as applicable; provided
that the calculations of Value and Exposure will be made as of
approximately the same time on the same date. The Valuation
Agent will notify each party (or the other party, if the Valuation
Agent
is a party) of its calculations not later than the Notification
Time on
the applicable Valuation Date (or in the case of Paragraph 6(d),
the Local
Business Day following the day on which such relevant calculations
are
performed).”
|
|
(iv)
|
“Notification
Time” means 11:00 a.m., New York time, on a Local Business
Day.
|
|
(d)
|
Conditions
Precedent and Secured Party’s Rights and
Remedies. The following Termination Events will
be a “Specified Condition” for the party
specified (that party being the Affected Party if the Termination
Event
occurs with respect to that party): With respect to Party A:
any Additional Termination Event with respect to which Party
A is the sole
Affected Party. With respect to Party B:
None.
|
|
(e)
|
Substitution.
|
|
(i)
|
“Substitution
Date” has the meaning specified in Paragraph
4(d)(ii).
|
|
(ii)
|
Consent. If
specified here as applicable, then the Pledgor must obtain the
Secured
Party’s consent for any substitution pursuant to Paragraph
4(d): Inapplicable.
|
|
(f)
|
Dispute
Resolution.
|
|
(i)
|
“Resolution
Time” means 1:00 p.m. New York time on the Local Business
Day following the date on which the notice of the dispute is
given under
Paragraph 5.
|
|
(ii)
|
Value. Notwithstanding
anything to the contrary in Paragraph 12, for the purpose of
Paragraphs
5(i)(C) and 5(ii), the S&P Value and, Xxxxx’x Value, on any date, of
Eligible Collateral will be calculated as
follows:
|
For
Eligible Collateral other than Cash listed in Paragraph 13(b)(ii): the
sum of
(A) the product of (1)(x) the bid price at the Valuation Time for such
securities on the principal national securities exchange on which such
securities are listed, or (y) if such securities are not listed on a national
securities exchange, the bid price for such securities quoted at the Valuation
Time by any principal market maker for such securities selected by the
Valuation
Agent, or (z) if no such bid price is listed or quoted for such date, the
bid
price listed or quoted (as the case may be) at the Valuation Time for the
day
next preceding such date on which such prices were available and (2) the
applicable Valuation Percentage for such Eligible Collateral, and (B) the
accrued interest on such securities (except to the extent Transferred to
the
Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
referred to in the immediately preceding clause (A)) as of such
date.
For
Cash,
the amount thereof multiplied, in the case of the S&P Value, by the
applicable S&P Valuation Percentage.
|
(iii)
|
Alternative. The
provisions of Paragraph 5 will
apply.
|
|
(g)
|
Holding
and Using Posted
Collateral.
|
|
(i)
|
Eligibility
to Hold Posted Collateral; Custodians. Party
B (or any
Custodian) will be entitled to hold Posted Collateral pursuant
to
Paragraph 6(b).
|
Party
B
may appoint as Custodian (A) the entity then serving as Cap Trustee or
(B) any
entity other than the entity then serving as Cap Trustee if such other
entity
(or, to the extent applicable, its parent company or credit support provider)
shall then have credit ratings from S&P at least equal to the Custodian
Required Rating Threshold. If at any time the Custodian does not have
credit ratings from S&P at least equal to the Custodian Required Rating
Threshold, the Cap Trustee must within 60 days obtain a replacement Custodian
with credit ratings from S&P at least equal to the Custodian Required Rating
Threshold.
Initially,
the Custodian for Party B is: the Cap Trustee.
|
(ii)
|
Use
of Posted Collateral. The provisions of Paragraph
6(c) will not apply to Party B or its Custodian; provided, however,
that
if Party A delivers Posted Collateral in book-entry form, then
Paragraph
6(c)(ii) will apply to Party B and its Custodian, and Party B
and its
Custodian shall have the rights specified in Paragraph
6(c)(ii).
|
|
(h)
|
Distributions
and Interest Amount.
|
|
(i)
|
Interest
Rate. The “Interest
Rate” will be the actual interest rate earned on Posted
Collateral in the form of Cash that is held by Party B or its
Custodian. Posted Collateral in the form of Cash shall be
invested in such overnight (or redeemable within two Local Business
Days
of demand) Permitted Investments (as defined, for the purposes
of this
Paragraph 13(h)(i), in the Pooling and Servicing Agreement) rated
at least
(x) AAAm or AAAm-G by S&P and (y) Prime-1 by Xxxxx’x or Aaa by
Xxxxx’x, as directed by Party A (unless (x) an Event of Default or
an
Additional Termination Event has occurred with respect to which
Party A is
the defaulting or sole Affected Party or (y) an Early Termination
Date has
been designated, in which case such Posted Collateral shall be
held
uninvested). Gains and losses incurred in respect of any
investment of Posted Collateral in the form of Cash in Permitted
Investments as directed by Party A shall be for the account of
Party
A.
|
|
(ii)
|
Transfer
of Interest Amount. The Transfer of the Interest Amount will
be made on the second Local Business Day following the end of
each
calendar month and on any other Local Business Day on which Posted
Collateral in the form of Cash is Transferred to the Pledgor
pursuant to
Paragraph 3(b); provided, however, that the obligation of Party
B to
Transfer any Interest Amount to Party A shall be limited to the
extent
that Party B has earned and received such funds and such funds
are
available to Party B. The last sentence of Paragraph 6(d)(ii)
is hereby amended by adding the words “actually received by Party B but”
after the words “Interest Amount or portion
thereof”.
|
|
(iii)
|
Alternative
to Interest Amount. The provisions of Paragraph 6(d)(ii) (as
amended herein) will apply.
|
|
(iv)
|
Distributions. Paragraph
6(d)(i) shall be deleted in its entirety and replaced with the
following:
|
“Distributions. Subject
to Paragraph 4(a), if Party B receives Distributions on a Local Business
Day, it
will Transfer to Party A not later than the following Local Business Day
any
Distributions it receives to the extent that a Delivery Amount would not
be
created or increased by that Transfer, as calculated by the Valuation Agent
(and
the date of calculation will be deemed to be a Valuation Date for this
purpose).”
|
(i)
|
Additional
Representation(s). There are no additional
representations by either party.
|
|
(j)
|
Other
Eligible Support and Other Posted
Support.
|
|
(i)
|
“Value”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
|
|
(ii)
|
“Transfer”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
|
|
(k)
|
Demands
and Notices.All demands, specifications and notices under
this Annex will be made pursuant to the Notices Section of this
Agreement,
except that any demand, specification or notice shall be given
to or made
at the following addresses, or at such other address as the relevant
party
may from time to time designate by giving notice (in accordance
with the
terms of this paragraph) to the other
party:
|
If
to
Party A, at the address specified pursuant to the Notices Section of this
Agreement.
If
to
Party B or Party B’s Custodian, at the address specified pursuant to the Notices
Section of this Agreement.
|
(l)
|
Address
for Transfers. Each Transfer hereunder shall be
made to the address specified below or to an address specified
in writing
from time to time by the party to which such Transfer will be
made.
|
Party
A
account details for holding collateral
SWIFT: XXXXXX00
Account
of:
Swiss Re Financial Products
Account
No.: 066
911184
ABA#: 021000021
Party
B
account details for holding collateral
Citibank,
N.A.
ABA#000000000
Account
No. 3617-2242
Acct
Name: Structured Finance
Incoming Wire Account
Ref:
CMLTI 2007-WFHE3 Cap Collateral
Account A/C# 106767
|
(m)
|
Other
Provisions.
|
|
(i)
|
Collateral
Account. Party B shall open and maintain a
segregated account, and hold, record and identify all Posted
Collateral in
such segregated account.
|
|
(ii)
|
Agreement
as to Single Secured Party and Single Pledgor. Party A and
Party B hereby agree that, notwithstanding anything to the contrary
in
this Annex, (a) the term “Secured Party” as used in this Annex means only
Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
(c) only Party A makes the pledge and grant in Paragraph 2, the
acknowledgement in the final sentence of Paragraph 8(a) and the
representations in Paragraph 9.
|
|
(iii)
|
Calculation
of Value. Paragraph 4(c) is hereby amended by
deleting the word “Value” and inserting in lieu thereof “S&P Value,
Xxxxx’x Value”. Paragraph 4(d)(ii) is hereby amended by (A)
deleting the words “a Value” and inserting in lieu thereof “an S&P
Value and a Xxxxx’x Value” and (B) deleting the words “the Value” and
inserting in lieu thereof “S&P Value and Xxxxx’x
Value”. Paragraph 5 (flush language) is hereby amended by
deleting the word “Value” and inserting in lieu thereof “S&P Value or
Xxxxx’x Value”. Paragraph 5(i) (flush language) is hereby
amended by deleting the word “Value” and inserting in lieu thereof
“S&P Value and Xxxxx’x Value”. Paragraph 5(i)(C) is hereby
amended by deleting the word “the Value, if” and inserting in lieu thereof
“any one or more of the S&P Value or Xxxxx’x Value, as may
be”. Paragraph 5(ii) is hereby amended by (1) deleting the
first instance of the words “the Value” and inserting in lieu thereof “any
one or more of the S&P Value or Xxxxx’x Value” and (2) deleting the
second instance of the words “the Value” and inserting in lieu thereof
“such disputed S&P Value or Xxxxx’x Value”. Each of
Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
deleting
the word “Value” and inserting in lieu thereof “least of the S&P Value
and Xxxxx’x Value”.
|
|
(iv)
|
Form
of Annex. Party A and Party B hereby
agree that the text of Paragraphs 1 through 12, inclusive, of
this Annex
is intended to be the printed form of ISDA Credit Support Annex
(Bilateral
Form - ISDA Agreements Subject to New York Law Only version)
as published
and copyrighted in 1994 by the International Swaps and Derivatives
Association, Inc.
|
|
(v)
|
Events
of Default. Paragraph 7 will not apply to cause
any Event of Default to exist with respect to Party B except
that
Paragraph 7(i) will apply to Party B solely in respect of Party
B’s
obligations under Paragraph 3(b) of the Credit Support
Annex. Notwithstanding anything to the contrary in Paragraph 7,
any failure by Party A to comply with or perform any obligation
to be
complied with or performed by Party A under the Credit Support
Annex shall
only be an Event of Default if a Xxxxx’x Second Trigger Downgrade Event
has occurred and is continuing and at least 30 Local Business
Days have
elapsed since such Xxxxx’x Second Trigger Downgrade Event first
occurred.
|
|
(vi)
|
Expenses. Notwithstanding
anything to the contrary in Paragraph 10, the Pledgor will be
responsible
for, and will reimburse the Secured Party for, all transfer and
other
taxes and other costs involved in maintenance and any Transfer
of Eligible
Collateral.
|
|
(vii)
|
Withholding. Paragraph
6(d)(ii) is hereby amended by inserting immediately after “the Interest
Amount” in the fourth line thereof the words “less any
applicable withholding taxes.”
|
(viii)
Additional Definitions. As used in
this Annex:
“Custodian
Required Rating Threshold” means, with respect to an entity, a
short-term unsecured and unsubordinated debt rating from S&P of “A-1,” or,
if such entity does not have a short-term unsecured and unsubordinated
debt
rating from S&P, a long-term unsecured and unsubordinated debt rating or
counterparty rating from S&P of “A+”.
“DV01”
means, with respect to a Transaction and any date of determination, the
estimated change in the Secured Party’s Transaction Exposure with respect to
such Transaction that would result from a one basis point change in the
relevant
swap curve on such date, as determined by the Valuation Agent in good faith
and
in a commercially reasonable manner in accordance with the relevant methodology
customarily used by the Valuation Agent. The Valuation Agent shall,
upon request of Party B, provide to Party B a statement showing in reasonable
detail such calculation.
“Exposure”
has the meaning specified in Paragraph 12, except that (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part
1(f)(i)(A)-(E) of the Schedule is deleted)” shall be inserted and (2) at the end
of the definition of Exposure, the words “with terms that are, in all material
respects, no less beneficial for Party B than those of this Agreement” shall be
added.
“Local
Business Day” means, for purposes of this Annex: any day on which
(A) commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) in New York and the location of
Party A,
Party B and any Custodian, and (B) in relation to a Transfer of Eligible
Collateral, any day on which the clearance system agreed between the parties
for
the delivery of Eligible Collateral is open for acceptance and execution
of
settlement instructions (or in the case of a Transfer of Cash or other
Eligible
Collateral for which delivery is contemplated by other means a day on which
commercial banks are open for business (including dealings in foreign exchange
and foreign deposits) in New York and the location of Party A, Party B
and any
Custodian.
“Xxxxx’x
Credit Support Amount” means, for any Valuation Date:
|
|
(A)
|
if
the Xxxxx’x Threshold for such Valuation Date is zero and (i) it is not
the case that a Xxxxx’x Second Trigger Downgrade Event has occurred and is
continuing or (ii) a Xxxxx’x Second Trigger Downgrade Event has occurred
and is continuing and less than 30 Local Business Days have elapsed
since
such Xxxxx’x Second Trigger Downgrade Event first occurred, an amount
equal to the greater of (x) zero and (y) the sum of the Secured
Party’s
Exposure and the aggregate of Xxxxx’x First Trigger Additional Amounts for
all Transactions and such Valuation
Date;
|
|
|
(B)
|
if
the Xxxxx’x Threshold for such Valuation Date is zero and a Xxxxx’x Second
Trigger Downgrade Event has occurred and is continuing and at
least 30
Local Business Days have elapsed since such Xxxxx’x Second Trigger
Downgrade Event first occurred, an amount equal to the greatest
of (x)
zero, (y) the aggregate amount of the Next Payments for all Next
Payment
Dates, and (z) the sum of the Secured Party’s Exposure and the aggregate
of Xxxxx’x Second Trigger Additional Amounts for all Transactions and
such
Valuation Date; or
|
|
|
(C)
|
if
the Xxxxx’x Threshold for such Valuation Date is infinity,
zero.
|
“Xxxxx’x
First Trigger Additional Amount” means, for
any Valuation Date and any Transaction,
the
least
of (x) the product of the Xxxxx’x First Trigger DV01 Multiplier and DV01 for
such Transaction and such Valuation Date, (y) the product of (i) Xxxxx’x First
Trigger Notional Amount Multiplier, (ii) the Scale Factor, if any, for
such
Transaction, or, if no Scale Factor is applicable for such Transaction,
one, and
(iii) the Notional Amount for such Transaction for the Calculation Period
for
such Transaction (each as defined in the related Confirmation) which includes
such Valuation Date, and (z) the product of (i) the applicable Xxxxx’x First
Trigger Factor set forth in Table 1, (ii) the Scale Factor, if any, for
such
Transaction, or, if no Scale Factor is applicable for such Transaction,
one, and
(iii) the Notional Amount for such Transaction for the Calculation Period
for
such Transaction (each as defined in the related Confirmation) which includes
such Valuation Date
“Xxxxx’x
First Trigger Downgrade Event” means that no Relevant Entity has
credit ratings from Xxxxx’x at least equal to the Xxxxx’x First Trigger Ratings
Threshold.
“Xxxxx’x
First Trigger DV01 Multiplier” means 25.
“Xxxxx’x
First Trigger Notional Amount Multiplier” means 4%.
“Xxxxx’x
Second Trigger Additional Amount” means, for any Valuation Date
and any Transaction,
|
|
(A)
|
if
such Transaction is not a Transaction-Specific Hedge, the lesser
of (i)
the product of the Xxxxx’x Second Trigger DV01 Multiplier and DV01 for
such Transaction and such Valuation Date and (ii) the product
of (1) the
Xxxxx’x Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
if any, for such Transaction, or, if no Scale Factor is applicable
for
such Transaction, one, and (3) the Notional Amount for such Transaction
for the Calculation Period of such Transaction (each as defined
in the
related Confirmation) which includes such Valuation Date;
or
|
|
|
(B)
|
if
such Transaction is a Transaction-Specific Hedge, the lesser
of (i) the
product of the Xxxxx’x Second Trigger Transaction-Specific Hedge DV01
Multiplier and DV01 for such Transaction and such Valuation Date
and (ii)
the Scale Factor, if any, for such Transaction, or, if no Scale
Factor is
applicable for such Transaction, one, and (iii) the product of
the Xxxxx’x
Second Trigger Transaction-Specific Hedge Notional Amount Multiplier
and
the Notional Amount for such Transaction for the Calculation
Period for
such Transaction (each as defined in the related Confirmation)
which
includes such Valuation Date.
|
“Xxxxx’x
Second Trigger DV01 Multiplier” means 60.
“Xxxxx’x
Second Trigger Notional Amount Multiplier” means 9%.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
75.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge Notional Amount
Multiplier” means 11%.
“Xxxxx’x
Valuation Percentage” means, with respect to a Valuation Date and
each item of Eligible Collateral,
|
|
(A)
|
if
the Xxxxx’x Threshold for such Valuation Date is zero and (i) it is not
the case that a Xxxxx’x Second Trigger Downgrade Event has occurred and is
continuing or (ii) a Xxxxx’x Second Trigger Downgrade Event has occurred
and is continuing and less than 30 Local Business Days have elapsed
since
such Xxxxx’x Second Trigger Downgrade Event first occurred, the
corresponding percentage for such Eligible Collateral in the
column headed
“Xxxxx’x First Trigger Valuation Percentage”,
or
|
|
|
(B)
|
if
a Xxxxx’x Second Trigger Downgrade Event has occurred and is continuing
and at least 30 Local Business Days have elapsed since such Xxxxx’x Second
Trigger Downgrade Event first occurred, the corresponding percentage
for
such Eligible Collateral in the column headed “Xxxxx’x Second Trigger
Valuation Percentage”.
|
“Xxxxx’x
Value”means, on any Valuation Date with respect to any Eligible
Collateral the product of (x) the bid price obtained by the Valuation Agent
and
(y) the applicable Xxxxx’x Valuation Percentage set forth in Paragraph
13(b)(ii).
“Next
Payment” means, in respect of each Next Payment Date, the greater
of (i) the aggregate amount of any payments due to be made by Party A under
Section 2(a) on such Next Payment Date less the aggregate amount of any
payments
due to be made by Party B under Section 2(a) on such Next Payment Date
(any such
payments determined based on rates prevailing the date of determination)
and
(ii) zero.
“Next
Payment Date” means each date on which the next scheduled payment
under any Transaction is due to be paid.
“Pricing
Sources” means the sources of financial information commonly known
as Bloomberg, Bridge Information Services, Data Resources Inc., Interactive
Data
Services, International Securities Market Association, Xxxxxxx Xxxxx Securities
Pricing Service, Xxxxxx Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
XX
Xxxxx, S&P and Telerate.
“Remaining
Weighted Average Maturity” means, with respect to a
Transaction, the expected weighted average maturity for such Transaction
as
determined by the Valuation Agent.
“S&P
Approved Ratings Downgrade Event” means that no Relevant Entity
has credit ratings from S&P at least equal to the S&P Approved Ratings
Threshold.
“S&P
Credit Support Amount” means, for any Valuation Date:
|
|
(A)
|
if
the S&P Threshold for such Valuation Date is zero and it is not the
case that an S&P Required Ratings Downgrade Event has occurred and
been continuing for at least 10 Local Business Days, an amount
equal to
the Secured Party’s Exposure;
|
|
|
(B)
|
if
the S&P Threshold for such Valuation Date is zero and it is the case
that an S&P Required Ratings Downgrade Event has occurred and been
continuing for at least 10 Local Business Days, an amount equal
to 125% of
the Secured Party’s Exposure; or
|
|
|
(C)
|
if
the S&P Threshold for such Valuation Date is infinity,
zero.
|
“S&P
Valuation Percentage” means, with respect to a Valuation Date and
each item of Eligible Collateral,
|
|
(A)
|
if
the S&P Threshold for such Valuation Date is zero and it is not the
case that a S&P Required Ratings Downgrade Event has occurred and been
continuing for at least 10 Local Business Days, the corresponding
percentage for such Eligible Collateral in the column headed
“S&P
Approved Ratings Valuation Percentage”
or
|
|
|
(B)
|
if
an S&P Required Ratings Downgrade Event has occurred and been
continuing for at least 10 Local Business Days, the corresponding
percentage for such Eligible Collateral in the column headed
“S&P
Required Ratings Valuation
Percentage”.
|
“S&P
Value” means, on any Valuation Date with respect to any Eligible
Collateral, (A) in the case of Eligible Collateral other than Cash, the
product
of (x) the bid price obtained by the Valuation Agent for such Eligible
Collateral and (y) the applicable S&P Valuation Percentage for such Eligible
Collateral set forth in paragraph 13(b)(ii) and (B) in the case of Cash,
the
amount thereof multiplied by the applicable S&P Valuation
Percentage.
“Transaction
Exposure” means, for any Transaction, Exposure determined as if
such Transaction were the only Transaction between the Secured Party and
the
Pledgor.
“Transaction-Specific
Hedge” means any Transaction that is (i) an interest rate swap in
respect of which (x) the notional amount of the interest rate swap is “balance
guaranteed” or (y) the notional amount of the interest rate swap for any
Calculation Period (as defined in the related Confirmation) otherwise is
not a
specific dollar amount that is fixed at the inception of the Transaction,
(ii)
an interest rate cap, (iii) an interest rate floor or (iv) an interest
rate
swaption.
“Valuation
Percentage” shall mean, for purposes of determining the S&P
Value or Xxxxx’x Value with respect to any Eligible Collateral or
Posted Collateral, the applicable S&P Valuation Percentage or Xxxxx’x
Valuation Percentage for such Eligible Collateral or Posted Collateral,
respectively, in each case as set forth in Paragraph 13(b)(ii).
“Value”
shall mean, in respect of any date, the related S&P Value and the related
Xxxxx’x Value.
[Remainder
of this page intentionally left blank]
Table
1
Xxxxx’x
First Trigger Factor
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Weekly
Collateral
Posting
|
|
1
or less
|
0.25%
|
|
More
than 1 but not more than 2
|
0.50%
|
|
More
than 2 but not more than 3
|
0.70%
|
|
More
than 3 but not more than 4
|
1.00%
|
|
More
than 4 but not more than 5
|
1.20%
|
|
More
than 5 but not more than 6
|
1.40%
|
|
More
than 6 but not more than 7
|
1.60%
|
|
More
than 7 but not more than 8
|
1.80%
|
|
More
than 8 but not more than 9
|
2.00%
|
|
More
than 9 but not more than 10
|
2.20%
|
|
More
than 10 but not more than 11
|
2.30%
|
|
More
than 11 but not more than 12
|
2.50%
|
|
More
than 12 but not more than 13
|
2.70%
|
|
More
than 13 but not more than 14
|
2.80%
|
|
More
than 14 but not more than 15
|
3.00%
|
|
More
than 15 but not more than 16
|
3.20%
|
|
More
than 16 but not more than 17
|
3.30%
|
|
More
than 17 but not more than 18
|
3.50%
|
|
More
than 18 but not more than 19
|
3.60%
|
|
More
than 19 but not more than 20
|
3.70%
|
|
More
than 20 but not more than 21
|
3.90%
|
|
More
than 21 but not more than 22
|
4.00%
|
|
More
than 22 but not more than 23
|
4.00%
|
|
More
than 23 but not more than 24
|
4.00%
|
|
More
than 24 but not more than 25
|
4.00%
|
|
More
than 25 but not more than 26
|
4.00%
|
|
More
than 26 but not more than 27
|
4.00%
|
|
More
than 27 but not more than 28
|
4.00%
|
|
More
than 28 but not more than 29
|
4.00%
|
|
More
than 29
|
4.00%]
|
Table
2
Xxxxx’x
Second Trigger Factor for Interest Rate Swaps with Fixed Notional
Amounts
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Weekly
Collateral
Posting
|
|
1
or less
|
0.60%
|
|
More
than 1 but not more than 2
|
1.20%
|
|
More
than 2 but not more than 3
|
1.70%
|
|
More
than 3 but not more than 4
|
2.30%
|
|
More
than 4 but not more than 5
|
2.80%
|
|
More
than 5 but not more than 6
|
3.30%
|
|
More
than 6 but not more than 7
|
3.80%
|
|
More
than 7 but not more than 8
|
4.30%
|
|
More
than 8 but not more than 9
|
4.80%
|
|
More
than 9 but not more than 10
|
5.30%
|
|
More
than 10 but not more than 11
|
5.60%
|
|
More
than 11 but not more than 12
|
6.00%
|
|
More
than 12 but not more than 13
|
6.40%
|
|
More
than 13 but not more than 14
|
6.80%
|
|
More
than 14 but not more than 15
|
7.20%
|
|
More
than 15 but not more than 16
|
7.60%
|
|
More
than 16 but not more than 17
|
7.90%
|
|
More
than 17 but not more than 18
|
8.30%
|
|
More
than 18 but not more than 19
|
8.60%
|
|
More
than 19 but not more than 20
|
9.00%
|
|
More
than 20 but not more than 21
|
9.00%
|
|
More
than 21 but not more than 22
|
9.00%
|
|
More
than 22 but not more than 23
|
9.00%
|
|
More
than 23 but not more than 24
|
9.00%
|
|
More
than 24 but not more than 25
|
9.00%
|
|
More
than 25 but not more than 26
|
9.00%
|
|
More
than 26 but not more than 27
|
9.00%
|
|
More
than 27 but not more than 28
|
9.00%
|
|
More
than 28 but not more than 29
|
9.00%
|
|
More
than 29
|
9.00%]
|
Table
3
Xxxxx’x
Second Trigger Factor for Transaction-Specific Xxxxxx
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Weekly
Collateral
Posting
|
|
1
or less
|
0.75%
|
|
More
than 1 but not more than 2
|
1.50%
|
|
More
than 2 but not more than 3
|
2.20%
|
|
More
than 3 but not more than 4
|
2.90%
|
|
More
than 4 but not more than 5
|
3.60%
|
|
More
than 5 but not more than 6
|
4.20%
|
|
More
than 6 but not more than 7
|
4.80%
|
|
More
than 7 but not more than 8
|
5.40%
|
|
More
than 8 but not more than 9
|
6.00%
|
|
More
than 9 but not more than 10
|
6.60%
|
|
More
than 10 but not more than 11
|
7.00%
|
|
More
than 11 but not more than 12
|
7.50%
|
|
More
than 12 but not more than 13
|
8.00%
|
|
More
than 13 but not more than 14
|
8.50%
|
|
More
than 14 but not more than 15
|
9.00%
|
|
More
than 15 but not more than 16
|
9.50%
|
|
More
than 16 but not more than 17
|
9.90%
|
|
More
than 17 but not more than 18
|
10.40%
|
|
More
than 18 but not more than 19
|
10.80%
|
|
More
than 19 but not more than 20
|
11.00%
|
|
More
than 20 but not more than 21
|
11.00%
|
|
More
than 21 but not more than 22
|
11.00%
|
|
More
than 22 but not more than 23
|
11.00%
|
|
More
than 23 but not more than 24
|
11.00%
|
|
More
than 24 but not more than 25
|
11.00%
|
|
More
than 25 but not more than 26
|
11.00%
|
|
More
than 26 but not more than 27
|
11.00%
|
|
More
than 27 but not more than 28
|
11.00%
|
|
More
than 28 but not more than 29
|
11.00%
|
|
More
than 29
|
11.00%]
|
Schedule
A to Paragraph 13(b)(ii)
Eligible
Collateral and Valuation Percentages
|
ISDA
Collateral
Asset
Definition
(ICAD)
Code
|
Remaining
Maturity
in
Years
|
S&P
Approved
Ratings
Valuation
Percentage
|
S&P
Required
Ratings
Valuation
Percentage
|
Xxxxx’x
First
Trigger
Valuation
Percentage
|
Xxxxx’x
Second
Trigger
Valuation
Percentage
|
Fitch/
DBRS
Valuation
Percentage
|
|
(A) US-CASH
|
N/A
|
100%
|
80%
|
100%
|
100%
|
100%
|
|
(B) US-TBILL
US-TNOTE
US-TBOND
(USDollar
Fixed Rate in all cases)
|
||||||
|
1
or less
|
98.0%
|
78.4%
|
100%
|
100%
|
98.6%
|
|
|
More
than 1 but not more than 2
|
98.0%
|
78.4%
|
100%
|
99%
|
97.3%
|
|
|
More
than 2 but not more than 3
|
98.0%
|
78.4%
|
100%
|
98%
|
95.8%
|
|
|
More
than 3 but not more than 5
|
98.0%
|
78.4%
|
100%
|
97%
|
93.8%
|
|
|
More
than 5 but not more than 7
|
92.6%
|
74.1%
|
100%
|
95%
|
91.4%
|
|
|
More
than 7 but not more than 10
|
92.6%
|
74.1%
|
100%
|
94%
|
90.3%
|
|
|
More
than 10 but not more than 20
|
87.9%
|
70.32%
|
100%
|
89%
|
86.9%
|
|
|
More
than 20
|
84.6%
|
67.6%
|
100%
|
87%
|
84.6%
|
|
|
(C) US-GNMA
US-FNMA
US-FHLMC
(USDollar
Fixed Rate in all cases)
|
||||||
|
1
or less
|
98.0%
|
78.4%
|
100%
|
99%
|
98.0%
|
|
|
More
than 1 but not more than 2
|
98.0%
|
78.4%
|
100%
|
98%
|
96.8%
|
|
|
More
than 2 but not more than 3
|
98.0%
|
78.4%
|
100%
|
97%
|
96.3%
|
|
|
More
than 3 but not more than 5
|
98.0%
|
78.4%
|
100%
|
96%
|
92.5%
|
|
|
More
than 5 but not more than 7
|
92.6%
|
74.1%
|
100%
|
94%
|
90.3%
|
|
|
More
than 7 but not more than 10
|
92.6%
|
74.1%
|
100%
|
93%
|
86.9%
|
|
|
More
than 10 but not more than 20
|
82.6%
|
66.0%
|
100%
|
88%
|
81.6%
|
|
|
More
than 20
|
77.9%
|
62.3%
|
100%
|
86%
|
77.9%
|
|
|
Other
items not listed above
|
0%
|
0%
|
0%
|
0%
|
IN
WITNESS WHEREOF, the parties have
executed this Annex by their duly authorized representatives as of the
date of
the Agreement.
|
SWISS
RE FINANCIAL PRODUCTS
CORPORATION
|
CITIBANK,
N.A., NOT INDIVIDUALLY, BUT SOLELY AS CAP TRUSTEE ON BEHALF OF
THE CAP
TRUST WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN TRUST 2007-WFHE3,
ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES
2007-WFHE3
|
||||
| By: | By: | ||||
|
Name
|
Name:
|
||||
|
Title:
|
Title:
|
||||
|
Date:
|
Date:
|
||||
EXHIBIT
J
FORM
OF
CAP ADMINISTRATION AGREEMENT
CAP
ADMINISTRATION AGREEMENT
This
Cap
Administration Agreement, dated as of June 25, 2007 (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
a 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 June
1,
2007 (the “Pooling and Servicing Agreement”), among Citigroup Mortgage Loan
Trust Inc., as Depositor, Xxxxx Fargo Bank, N.A., as servicer, the Trust
Administrator and U.S. Bank National Association (the “Trustee”) relating to the
Citigroup Mortgage Loan Trust 2007-WFHE3 (the “Trust”), Asset-Backed
Pass-Through Certificates, Series 2007-WFHE3 (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)(1)
through 4.01(a)(7) 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 banking 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 Trustee and 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.
|
CITIBANK,
N.A., as Cap Trustee
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
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:
|
||
EXHIBIT
A
CAP
AGREEMENT
EXHIBIT
K
FORM
OF
INTEREST RATE SWAP AGREEMENT
| DATE: |
June
25, 2007
|
|
|
TO:
|
Citibank,
N.A., not individually, but solely as Supplemental Interest
Trust Trustee
on behalf of the Supplemental Interest Trust with respect
to the Citigroup
Mortgage Loan Trust 2007-WFHE3, Asset-Backed Pass-Through
Certificates,
Series 2007-WFHE3
c/o
Citibank,
N.A.
Xxxxxxx
Xxxxxxx
380
Xxxxxxxxx Xx., 00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Xhone:
(000) 000-0000
Fax:
(000) 000-0000
|
|
|
FROM:
|
Swiss Re Financial Products Corporation | |
| SUBJECT: | Fixed Income Derivatives Confirmation | |
|
REFERENCE
NUMBER:
|
SRFP Ref: 1536048 |
The
purpose of this long-form confirmation (“Long-form
Confirmation”) is to confirm the terms and conditions
of the current Transaction entered into on the Trade Date specified below
(the
“Transaction”) between Swiss Re Financial Products
Corporation (“Party
A”) and
Citibank, N.A., not individually, but solely as supplemental
interest trust trustee (the “Supplemental Interest Trust Trustee”) on behalf of
the supplemental interest trust with respect to the Citigroup Mortgage
Loan
Trust 2007-WFHE3, Asset-Backed Pass-Through Certificates, Series 2007-WFHE3
(the
“Supplemental Interest Trust”) (“Party B”) created under the
Pooling and Servicing Agreement, dated as of June 1, 2007, among Citigroup
Mortgage Loan Trust Inc. (the “Depositor”), Xxxxx Fargo Bank, N.A. (the
“Servicer”), Citibank, N.A. (the “Trust Administrator”), and U.S. Bank National
Association (the “Trustee”) (the “Pooling and
Servicing Agreement”). This Long-form Confirmation evidences
a complete and binding agreement between you and us to enter into the
Transaction on the terms set forth below and replaces any previous agreement
between us with respect to the subject matter hereof. Item 2 of this
Long-form Confirmation constitutes a “Confirmation” as referred
to in the ISDA Master Agreement (defined below); Item 3 of this Long-form
Confirmation constitutes a “Schedule” as referred to in the
ISDA Master Agreement; and Annex A hereto constitutes Paragraph 13 of
a Credit
Support Annex to the Schedule.
|
Item
1.
|
The
Confirmation set forth at Item 2 hereof shall supplement, form
a part of,
and be subject to an agreement in the form of the ISDA Master
Agreement
(Multicurrency - Cross Border) as published and copyrighted
in 1992 by the
International Swaps and Derivatives Association, Inc. (the
“ISDA
Master Agreement”), as if Party A and Party B had executed an
agreement in such form on the date hereof, with a Schedule
as set forth in
Item 3 of this Long-form Confirmation, and an ISDA Credit Support
Annex
(Bilateral Form - ISDA Agreements Subject to New York Law Only
version) as
published and copyrighted in 1994 by the International Swaps
and
Derivatives Association, Inc., with Paragraph 13 thereof as
set forth in
Annex A hereto (the “Credit Support
Annex”). For the avoidance of doubt, the Transaction
described herein shall be the sole Transaction governed by
such ISDA
Master Agreement.
|
|
Item
2.
|
The
terms of the particular Transaction to which this Confirmation
relates are
as follows:
|
|
Type
of Transaction:
|
Interest
Rate Swap
|
|||
|
Notional
Amount:
|
With
respect to any Calculation Period, the amount set forth for
such
Calculation Period on Schedule I attached hereto.
|
|||
|
Trade
Date:
|
June
6, 2007
|
|||
|
Effective
Date:
|
June
25, 2008
|
|||
|
Termination
Date:
|
September
25, 2012, subject to adjustment in accordance with the Business
Day
Convention; provided, however, that for the purpose of determining
the
final Fixed Rate Payer Period End Date, Termination Date
shall be subject
to No Adjustment.
|
|||
|
Fixed
Amounts:
|
||||
|
Fixed
Rate Payer:
|
Party
B
|
|||
|
Fixed
Rate Payer
|
||||
|
Period
End Dates:
|
The
25th
calendar day of each month during the Term of this Transaction,
commencing
July 25, 2008, and ending on the Termination Date, with No
Adjustment.
|
|||
|
Fixed
Rate Payer
|
||||
|
Payment
Dates:
|
Early
Payment shall be applicable. The Fixed Rate Payer Payment Date
shall be two (2) Business Day preceding each Fixed Rate Payer
Period End
Date.
|
|||
|
Fixed
Rate:
|
5.338%
|
|||
|
Fixed
Amount:
|
To
be determined in accordance with the following formula:
|
|||
|
Scale
Factor*Fixed Rate*Notional Amount*Fixed Rate Day Count
Fraction
|
||||
|
Fixed
Rate Day
|
||||
|
Count
Fraction:
|
30/360
|
|||
|
Floating
Amounts:
|
||||
|
Floating
Rate Payer:
|
Party
A
|
|||
|
Floating
Rate Payer
|
||||
|
Period
End Dates:
|
The
25th
calendar day of each month during the Term of this Transaction,
commencing
July 25, 2008, and ending on the Termination Date, subject
to adjustment
in accordance with the Business Day Convention.
|
|||
|
Floating
Rate Payer
|
||||
|
Payment
Dates:
|
Early
Payment shall be applicable. The Floating Rate Payer Payment
Date shall be two (2) Business Day preceding each Floating
Rate Payer
Period End Date.
|
|||
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
|||
|
Floating
Amount:
|
To
be determined in accordance with the following formula:
|
|||
|
Scale
Factor*Floating Rate Option*Notional Amount*Floating Rate
Day Count
Fraction
|
||||
|
Designated
Maturity:
|
One
month
|
|||
|
Floating
Rate Day
|
||||
|
Count
Fraction:
|
Actual/360
|
|||
|
Scale
Factor
|
250
|
|||
|
Reset
Dates:
|
The
first day of each Calculation Period.
|
|||
|
Compounding:
|
Inapplicable
|
|||
|
Business
Days:
|
New
York
|
|||
|
Business
Day Convention:
|
Following
|
|||
Item
3. Provisions
Deemed Incorporated in a Schedule to the ISDA Master Agreement:
|
Part
1.
|
Termination
Provisions.
|
For
the
purposes of this Agreement:-
(a) “Specified
Entity” will not apply to Party A or Party B for any
purpose.
|
(b)
|
“Specified
Transaction” will have the meaning specified in Section
14.
|
|
(c)
|
Events
of Default.
|
The
statement below that an Event of Default will apply to a specific party
means
that upon the occurrence of such an Event of Default with respect to
such party,
the other party shall have the rights of a Non-defaulting Party under
Section 6
of this Agreement; conversely, the statement below that such event will
not
apply to a specific party means that the other party shall not have such
rights.
|
(i)
|
The
“Failure to Pay or Deliver” provisions of Section 5(a)(i)
will apply to Party A and will apply to Party B; provided,
however,
that Section 5(a)(i) is hereby amended by replacing the word
“third” with the word “first”; provided, further, that notwithstanding
anything to the contrary in Section 5(a)(i), any failure by
Party A to
comply with or perform any obligation to be complied with or
performed by
Party A under the Credit Support Annex shall not constitute
an Event of
Default under Section 5(a)(i) unless a Xxxxx’x Second Trigger Downgrade
Event has occurred and is continuing and at least 30 Local
Business Days
have elapsed since such Xxxxx’x Second Trigger Downgrade Event first
occurred.
|
|
(ii)
|
The
“Breach of Agreement” provisions of Section 5(a)(ii) will
apply to Party A and will not apply to Party
B.
|
|
(iii)
|
The
“Credit Support Default” provisions of Section 5(a)(iii)
will apply to Party A and will not apply to Party B except
that Section
5(a)(iii)(1) will apply to Party B solely in respect of Party
B’s
obligations under Paragraph 3(b); provided, however, that notwithstanding
anything to the contrary in Section 5(a)(iii)(1), any failure
by Party A
to comply with or perform any obligation to be complied with
or performed
by Party A under the Credit Support Annex shall not constitute
an Event of
Default under Section 5(a)(iii) unless a Xxxxx’x Second Trigger Downgrade
Event has occurred and is continuing and at least 30 Local
Business Days
have elapsed since such Xxxxx’x Second Trigger Downgrade Event first
occurred.
|
|
(iv)
|
The
“Misrepresentation” provisions of Section 5(a)(iv) will
apply to Party A and will not apply to Party
B.
|
|
(v)
|
The
“Default under Specified Transaction” provisions of
Section 5(a)(v) will apply to Party A and will not apply to
Party
B.
|
|
(vi)
|
The
“Cross Default” provisions of Section 5(a)(vi) will apply
to Party A and will not apply to Party B. For purposes of
Section 5(a)(vi), solely with respect to Party
A:
|
“Specified
Indebtedness” will have the meaning specified in Section 14, except that such
term shall not include insurance contracts entered into in the ordinary
course
of Party A’s Credit Support Provider’s insurance business.
“Threshold
Amount” means with respect to Party A an amount equal to three percent (3%) of
the shareholders’ equity of Party A or, if applicable, a guarantor under an
Eligible Guarantee with credit ratings at least equal to the S&P Required
Ratings Threshold and the Xxxxx’x Second Trigger Threshold, (as shown in the
most recent annual audited financial statements of such entity determined
in
accordance with generally accepted accounting
principles).
|
(vii)
|
The
“Bankruptcy” provisions of Section 5(a)(vii) will apply
to Party A and will apply to Party B; provided, however, that,
for
purposes of applying Section 5(a)(vii) to Party B: (A) Section
5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall
not apply to
any assignment, arrangement or composition that is effected
by or pursuant
to the Pooling and Servicing Agreement, (C) Section 5(a)(vii)(4)
shall not
apply to a proceeding instituted, or a petition presented,
by Party A or
any of its Affiliates (for purposes of Section 5(a)(vii)(4),
Affiliate
shall have the meaning set forth in Section 14, notwithstanding
anything
to the contrary in this Agreement), (D) Section 5(a)(vii)(6)
shall not
apply to any appointment that is effected by or pursuant to
the Pooling
and Servicing Agreement, or any appointment to which Party
B has not yet
become subject; (E) Section 5(a)(vii) (7) shall not apply;
(F) Section
5(a)(vii)(8) shall apply only to the extent of any event which
has an
effect analogous to any of the events specified in clauses
(1), (3), (4),
(5) or (6) of Section 5(a)(vii), in each case as modified in
this Part
1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
apply.
|
|
(viii)
|
The
“Merger Without Assumption” provisions of Section
5(a)(viii) will apply to Party A and will not apply to Party
B.
|
(d) Termination
Events.
The
statement below that a Termination Event will apply to a specific party
means
that upon the occurrence of such a Termination Event, if such specific
party is
the Affected Party with respect to a Tax Event, the Burdened Party with
respect
to a Tax Event Upon Merger (except as noted below) or the non-Affected
Party
with respect to a Credit Event Upon Merger, as the case may be, such
specific
party shall have the right to designate an Early Termination Date in
accordance
with Section 6 of this Agreement; conversely, the statement below that
such an
event will not apply to a specific party means that such party shall
not have
such right; provided, however, with respect to “Illegality” the statement that
such event will apply to a specific party means that upon the occurrence
of such
a Termination Event with respect to such party, either party shall have
the
right to designate an Early Termination Date in accordance with Section
6 of
this Agreement.
(i)
The “Illegality” provisions of Section 5(b)(i) will
apply to Party A and will apply to Party B.
|
|
(ii)
|
The
“Tax Event” provisions of Section 5(b)(ii) will apply
to
Party A except that, for purposes of the application of Section
5(b)(ii)
to Party A, Section 5(b)(ii) is hereby amended by deleting
the words “(x)
any action taken by a taxing authority, or brought in a court
of competent
jurisdiction, on or after the date on which a Transaction is
entered into
(regardless of whether such action is taken or brought with
respect to a
party to this Agreement) or (y)”, and the “Tax Event”
provisions of Section 5(b)(ii) will apply to Party
B.
|
|
|
(iii)
|
The
“Tax Event Upon Merger” provisions of Section 5(b)(iii)
will apply to Party A and will apply to Party B, provided that
Party A
shall not be entitled to designate an Early Termination Date
by reason of
a Tax Event upon Merger in respect of which it is the Affected
Party.
|
|
|
(iv)
|
The
“Credit Event Upon Merger” provisions of Section 5(b)(iv)
will not apply to Party A and will not apply to Party
B.
|
|
(e)
|
The
“Automatic Early Termination” provision of Section 6(a)
will not apply to Party A and will not apply to Party
B.
|
(f) Payments
on Early Termination. For the purpose of Section 6(e) of
this Agreement:
|
(i)
|
Market
Quotation will apply, provided, however, that, notwithstanding
anything to
the contrary in this Agreement, if an Early Termination Date
has been
designated as a result of a Derivative Provider Trigger Event,
the
following provisions will apply:
|
|
|
(A)
|
The
definition of Market Quotation in Section 14 shall be deleted
in its
entirety and replaced with the
following:
|
“Market
Quotation” means, with respect to one or more Terminated
Transactions, a Firm Offer which is (1) made by an Eligible Replacement,
(2) for
an amount that would be paid to Party B (expressed as a negative number)
or by
Party B (expressed as a positive number) in consideration of an agreement
between Party B and such Eligible Replacement to enter into a Replacement
Transaction, and (3) made on the basis that Unpaid Amounts in respect
of the
Terminated Transaction or group of Transactions are to be excluded but,
without
limitation, any payment or delivery that would, but for the relevant
Early
Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be
included.
|
|
(B)
|
The
definition of Settlement Amount shall be deleted in its entirety
and
replaced with the following:
|
“Settlement
Amount” means, with respect to any Early Termination Date, an
amount (as determined by Party B) equal to:
|
|
(a)
|
if,
on or prior to such Early Termination Date, a Market Quotation
for the
relevant Terminated Transaction or group of Terminated Transactions
is
accepted by Party B at the written direction of the Depositor
so as to
become legally binding, the Termination Currency Equivalent
of the amount
(whether positive or negative) of such Market
Quotation;
|
|
|
(b)
|
if,
on such Early Termination Date, no Market Quotation for the
relevant
Terminated Transaction or group of Terminated Transactions
has been
accepted by Party B at the written direction of the Depositor
so as to
become legally binding and one or more Market Quotations from
Approved
Replacements have been communicated to Party B and remain capable
of
becoming legally binding upon acceptance by Party B, the Termination
Currency Equivalent of the amount (whether positive or negative)
of the
lowest of such Market Quotations (for the avoidance of doubt,
(I) a Market
Quotation expressed as a negative number is lower than a Market
Quotation
expressed as a positive number and (II) the lower of two Market
Quotations
expressed as negative numbers is the one with the largest absolute
value);
or
|
|
|
(c)
|
if,
on such Early Termination Date, no Market Quotation for the
relevant
Terminated Transaction or group of Terminated Transactions
is accepted by
Party B so as to become legally binding and no Market Quotation
from an
Approved Replacement has been communicated to Party B and remains
capable
of becoming legally binding upon acceptance by Party B, Party
B’s Loss
(whether positive or negative and without reference to any
Unpaid Amounts)
for the relevant Terminated Transaction or group of Terminated
Transactions.”
|
|
|
(C)
|
If
Party B at the written direction of the Depositor requests
Party A in
writing to obtain Market Quotations, Party A shall use its
reasonable
efforts to do so before the Early Termination
Date.
|
|
|
(D)
|
If
the Settlement Amount is a negative number, Section 6(e)(i)(3)
shall be
deleted in its entirety and replaced with the
following:
|
“(3)
Second Method and Market Quotation. If the Second Method and Market
Quotation apply, (I) Party B shall pay to Party A an amount equal to
the
absolute value of the Settlement Amount in respect of the Terminated
Transactions, (II) Party B shall pay to Party A the Termination Currency
Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall
pay to
Party B the Termination Currency Equivalent of the Unpaid Amounts owing
to Party
B; provided, however, that (x) the amounts payable under the immediately
preceding clauses (II) and (III) shall be subject to netting in accordance
with
Section 2(c) of this Agreement and (y) notwithstanding any other provision
of
this Agreement, any amount payable by Party A under the immediately preceding
clause (III) shall not be netted against any amount payable by Party
B under the
immediately preceding clause (I).”
|
|
(E)
|
At
any time on or before the Early Termination Date at which two
or more
Market Quotations from Approved Replacements have been communicated
to
Party B and remain capable of becoming legally binding upon
acceptance by
Party B, Party B shall be entitled to accept only the lowest
of such
Market Quotations (for the avoidance of doubt, (I) a Market
Quotation
expressed as a negative number is lower than a Market Quotation
expressed
as a positive number and (II) the lower of two Market Quotations
expressed
as negative numbers is the one with the largest absolute
value).
|
|
|
(F)
|
In
determining whether or not a Firm Offer satisfies clause (B)(y)
of the
definition of Replacement Transaction and whether or not a
proposed
transfer satisfies clause (e)(B)(y) of the definition of Permitted
Transfer, Party B shall act in a commercially reasonable
manner.
|
|
(ii)
|
The
Second Method will apply.
|
(g) “Termination
Currency” means USD.
(h) Additional
Termination Events. Additional Termination Events will apply
as provided in Part 5(c).
Part
2. Tax Matters.
(a) Tax
Representations.
|
|
(i)
|
Payer
Representations. For the purpose of Section 3(e) of
this Agreement:
|
(A) Party
A makes the following representation(s):
None.
(B) Party
B makes the following representation(s):
None.
(ii) Payee
Representations. For the purpose of Section 3(f) of this
Agreement:
(A) Party
A makes the following representation(s):
Party
A
represents that it is a corporation organized under the laws of the State
of
Delaware.
(B) Party
B makes the following representation(s):
None.
|
(b)
|
Tax
Provisions.
|
|
|
(i)
|
Gross
Up. Section 2(d)(i)(4) shall not apply to Party B as
X, and Section 2(d)(ii) shall not apply to Party B as Y, in
each case such
that Party B shall not be required to pay any additional amounts
referred
to therein.
|
|
|
(ii)
|
Indemnifiable
Tax. The definition of “Indemnifiable Tax” in Section
14 is deleted in its entirety and replaced with the
following:
|
“Indemnifiable
Tax” means, in relation to payments by Party A, any Tax and,
in
relation to payments by Party B, no Tax.
Part
3. Agreement
to Deliver Documents.
(a) For
the purpose of Section 4(a)(i), 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
|
An
original properly completed and executed United States Internal
Revenue
Service Form W-9 (or any successor thereto) with respect to
any payments
received or to be received by Party A that eliminates U.S.
federal
withholding and backup withholding Tax on payments to Party
A under this
Agreement.
|
(i)
upon execution of this Agreement, (ii) on or before the first
payment date
under this Agreement, including any Credit Support Document,
(iii)
promptly upon the reasonable demand by Party B, (iv) prior
to the
expiration or obsolescence of any previously delivered form,
and (v)
promptly upon the information on any such previously delivered
form
becoming inaccurate or incorrect.
|
|
Party
B
|
(i)
Upon execution of this Agreement, an original properly completed
and
executed United States Internal Revenue Service Form W-9 with
respect to
any payments received or to be received by the initial beneficial
owner of
payments to Party B under this Agreement, and (ii)
thereafter, the appropriate tax certification form (i.e., IRS
Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable
(or
any successor form thereto)) with respect to any payments received
or to
be received by the beneficial owner of payments to Party B
under this
Agreement from time to time, which forms are received by Party
B in
accordance with the Pooling and Servicing Agreement.
|
(i)
upon execution of this Agreement, (ii) on or before the first
payment date
under this Agreement, including any Credit Support Document,
(iii)
promptly upon the reasonable demand by Party A, (iv) prior
to the
expiration or obsolescence of any previously delivered form,
and (v)
promptly upon the information on any such previously delivered
form
becoming inaccurate or incorrect.
|
(b) For
the purpose of Section 4(a)(ii), other documents to be delivered
are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
|
Party
A and
Party
B
|
Any
documents required by the receiving party to evidence the authority
of the
delivering party or its Credit Support Provider, if any, for
it to execute
and deliver the Agreement, each Confirmation, and any Credit
Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform
its obligations
under the Agreement, each Confirmation and any Credit Support
Document, as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|
Party
A and
Party
B
|
A
certificate of an authorized officer of the party, as to the
incumbency
and authority of the respective officers of the party signing
the
Agreement, each Confirmation, and any relevant Credit Support
Document, as the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|
Party
A
|
Annual
Report of Party A’s Credit Support Provider containing consolidated
financial statements certified by independent certified public
accountants
and prepared in accordance with generally accepted accounting
principles
in the country in which Party A’s Credit Support Provider is
organized
|
Promptly
upon becoming publicly available
|
Yes
|
|
Party
A
|
Semi
Annual Financial Statements of Party A’s Credit Support Provider
containing unaudited, consolidated financial statements of
Party A’s
Credit Support Provider’s Interim Report prepared in accordance with
generally accepted accounting principles in the country in
which Party A’s
Credit Support Provider is organized
|
Promptly
upon becoming publicly available
|
Yes
|
|
Party
A
|
A
guarantee of Swiss Reinsurance Company
|
Upon
the execution and delivery of this Agreement
|
No
|
|
Party
A
|
An
opinion of counsel to Party A’s guarantor
|
Upon
the execution and delivery of this Agreement
|
No
|
|
Party
B
|
An
opinion of counsel relating to the Pooling and Servicing Agreement
and the
other principal transaction documents reasonably acceptable
to Party
A
|
Upon
the execution and delivery of this Agreement
|
No
|
|
Party
A
|
Description
of all current credit ratings of Party A by each Rating Agency
then rating
Party A
|
Promptly
upon request by Party B
|
No
|
|
Party
B
|
Final
executed version of the Pooling and Servicing Agreement
|
Promptly
upon such final version becoming publicly available
|
No
|
Part
4. Miscellaneous.
|
(a)
|
Address
for Notices: For the purposes of Section 12(a) of
this Agreement:
|
Address
for notices or communications
to Party A:
Address: Swiss
Re Financial Products Corporation
00
Xxxx 00xx
Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Head
of Operations
Facsimile: (000)
000-0000
With
a copy to:
Address: Swiss
Re Financial Products Corporation
00
Xxxx 00xx
Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Legal
Department
Facsimile: (000)
000-0000
(For
all
purposes)
Address
for notices or communications
to Party B:
Address: Citibank,
N.A.
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Attention: Xxxxxxx
Xxxxxxx/CMLTI 2007-WFHE3
Facsimile: (000)
000-0000
Phone: (000)
000-0000
(For
all
purposes)
(b) Process
Agent. For the purpose of Section 13(c):
Party
A
appoints as its Process Agent: Not applicable.
Party
B
appoints as its Process Agent: Not applicable.
|
(c)
|
Offices. The
provisions of Section 10(a) will apply to this Agreement; neither
Party A
nor Party B has any Offices other than as set forth in the
Notices
Section.
|
|
(d)
|
Multibranch
Party. For the purpose of Section 10(c) of this
Agreement:
|
Party
A is not a Multibranch
Party.
|
|
Party
B is not a Multibranch Party.
|
|
(e)
|
Calculation
Agent. The Calculation Agent is Party A; provided,
however, that if an Event of Default shall have occurred with
respect to
Party A, Party B shall have the right to appoint as Calculation
Agent a
third party, reasonably acceptable to Party A, the cost for
which shall be
borne by Party A.
|
(f) Credit
Support Document.
|
|
Party
A:
|
The
Credit Support Annex, and any guarantee in support of Party
A’s
obligations under this Agreement.
|
|
|
Party
B:
|
The
Credit Support Annex, solely in respect of Party B’s obligations under
Paragraph 3(b) of the Credit Support
Annex.
|
|
(g)
|
Credit
Support Provider.
|
|
|
Party
A:
|
The
guarantor under any guarantee in support of Party A’s obligations under
this Agreement.
|
|
|
Party
B:
|
None.
|
|
(h)
|
Governing
Law. The parties to this Agreement hereby agree that
the law of the State of New York shall govern their rights
and duties in
whole (including any claim or controversy arising out of or
relating to
this Agreement), without regard to the conflict of law provisions
thereof
other than New York General Obligations Law Sections 5-1401
and
5-1402.
|
|
(i)
|
Netting
of Payments. Subparagraph (ii) of Section 2(c) will
apply to each Transaction
hereunder.
|
|
(j)
|
Affiliate. “Affiliate”
shall have the meaning assigned thereto in Section 14; provided,
however,
that Party B shall be deemed to have no Affiliates for purposes
of this
Agreement, including for purposes of Section
6(b)(ii).
|
Part
5. Other Provisions.
|
(a)
|
Definitions.
Unless otherwise specified in a Confirmation, this
Agreement and
each Transaction under this Agreement are subject to the 2000
ISDA
Definitions as published and copyrighted in 2000 by the International
Swaps and Derivatives Association, Inc. (the
“Definitions”), and will be governed in all relevant
respects by the provisions set forth in the Definitions, without
regard to
any amendment to the Definitions subsequent to the date
hereof. The provisions of the Definitions are hereby
incorporated by reference in and shall be deemed a part of
this Agreement,
except that (i) references in the Definitions to a “Swap Transaction”
shall be deemed references to a “Transaction” for purposes of this
Agreement, and (ii) references to a “Transaction” in this Agreement shall
be deemed references to a “Swap Transaction” for purposes of the
Definitions. Each term capitalized but not defined in this
Agreement shall
have the meaning assigned thereto in the Pooling and Servicing
Agreement.
|
Each
reference herein to a “Section” (unless specifically referencing the Pooling and
Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
a reference to a Section of the ISDA Master Agreement; each herein reference
to
a “Part” will be construed as a reference to the Schedule to the ISDA Master
Agreement; each reference herein to a “Paragraph” will be construed as a
reference to a Paragraph of the Credit Support Annex.
(b) Amendments
to ISDA Master Agreement.
|
|
(i)
|
Single
Agreement. Section 1(c) is hereby amended by the
adding the words “including, for the avoidance of doubt, the Credit
Support Annex” after the words “Master
Agreement”.
|
|
|
(ii)
|
Conditions
Precedent.
|
Section
2(a)(iii) is hereby amended by adding the following at the
end
thereof:
|
Notwithstanding
anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
with
respect to Party B or Potential Event of Default with respect to Party
B has
occurred and been continuing for more than 30 Local Business Days and
no Early
Termination Date in respect of the Affected Transactions has occurred
or been
effectively designated by Party A, the obligations of Party A under Section
2(a)(i) shall cease to be subject to the condition precedent set forth
in
Section 2(a)(iii)(1) with respect to such specific occurrence of such
Event of
Default or such Potential Event of Default (the “Specific
Event”); provided, however, for the avoidance of doubt, the obligations
of Party A under Section 2(a)(i) shall be subject to the condition precedent
set
forth in Section 2(a)(iii)(1) (subject to the foregoing) with respect
to any
subsequent occurrence of the same Event of Default with respect to Party
B or
Potential Event of Default with respect to Party B after the Specific
Event has
ceased to be continuing and with respect to any occurrence of any other
Event of
Default with respect to Party B or Potential Event of Default with respect
to
Party B that occurs subsequent to the Specific Event.
|
|
(iii)
|
Change
of Account. Section 2(b) is hereby amended by the
addition of the following after the word “delivery” in the first line
thereof: “to another account in the same legal and tax
jurisdiction as the original
account”.
|
|
|
(iv)
|
Representations. Section
3 is hereby amended by adding at the end thereof the following
subsection
(g):
|
|
|
“(g)
|
Relationship
Between Parties.
|
|
|
(1)
|
Nonreliance. (i)
It is not relying on any statement or representation of the
other party
(whether written or oral) regarding any Transaction hereunder,
other than
the representations expressly made in this Agreement or the
Confirmation
in respect of that Transaction and (ii) it has consulted with
its own
legal, regulatory, tax, business, investment, financial and
accounting
advisors to the extent it has deemed necessary, and it has
made its own
investment, hedging and trading decisions based upon its own
judgment and
upon any advice from such advisors as it has deemed necessary
and not upon
any view expressed by the other
party.
|
|
|
(2)
|
Evaluation
and Understanding. (i) It has the capacity to evaluate
(internally or through independent professional advice) each
Transaction
and has made its own decision to enter into the Transaction
and (ii) it
understands the terms, conditions and risks of the Transaction
and is
willing and able to accept those terms and conditions and to
assume those
risks, financially and otherwise.
|
|
|
(3)
|
Purpose. It
is entering into the Transaction for the purposes of managing
its
borrowings or investments, hedging its underlying assets or
liabilities or
in connection with a line of
business.
|
|
|
(4)
|
Status
of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of the
Transaction.
|
|
|
(5)
|
Eligible
Contract Participant. It is an “eligible swap participant” as
such term is defined in, Section 35.1(b)(2) of the regulations
(17 C.F.R.
35) promulgated under, and an “eligible contract participant” as defined
in Section 1(a)(12) of the Commodity Exchange Act, as
amended.”
|
|
|
(v)
|
Transfer
to Avoid Termination Event. Section 6(b)(ii) is hereby
amended (i) by deleting the words “or if a Tax Event Upon Merger occurs
and the Burdened Party is the Affected Party,” and the words “, which
consent will not be withheld if such other party’s policies in effect at
such time would permit it to enter into transactions with the
transferee
on the terms proposed”and (ii) by deleting the words “to transfer” and
inserting the words “to effect a Permitted Transfer” in lieu
thereof.
|
|
|
(vi)
|
Jurisdiction.
Section 13(b) is hereby amended by: (i) deleting in
the second
line of subparagraph (i) thereof the word “non-”, (ii) deleting “; and”
from the end of subparagraph (i) and inserting “.” in lieu thereof, and
(iii) deleting the final paragraph
thereof.
|
|
|
(vii)
|
Local
Business Day. The definition of Local Business Day in
Section 14 is hereby amended by the addition of the words “or any Credit
Support Document” after “Section 2(a)(i)” and the addition of the words
“or Credit Support Document” after
“Confirmation”.
|
|
(c)
|
Additional
Termination Events. The following Additional
Termination Events will apply:
|
|
(i)
|
Failure
to Post Collateral.If Party A has failed to comply with or
perform any obligation to be complied with or performed by
Party A in
accordance with the Credit Support Annex and such failure has
not given
rise to an Event of Default under Section 5(a)(i) or Section
5(a)(iii),
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)
|
Second
Rating Trigger Replacement. The occurrence of any
event described in this Part 5(c)(ii) shall constitute an Additional
Termination Event with respect to Party A and Party A shall
be the sole
Affected Party with respect to such Additional Termination
Event.
|
|
|
(A)
|
An
S&P Required Ratings Downgrade Event has occurred and is continuing
and at least 60 calendar days have elapsed since such S&P Required
Ratings Downgrade Event first
occurred.
|
|
|
(B)
|
A
Xxxxx’x Second Trigger Downgrade Event has occurred and is continuing
and
at least 30 Local Business Days have elapsed since such Xxxxx’x Second
Trigger Downgrade Event first occurred, and at least one Eligible
Replacement has made a Firm Offer that would, assuming the
occurrence of
an Early Termination Date, qualify as a Market Quotation (on
the basis
that Part 1(f)(i)(A) applies) and which remains capable of
becoming
legally binding upon acceptance.
|
|
|
(iii)
|
Amendment
of Pooling and Servicing Agreement. If, without the
prior written consent of Party A where such consent is required
under the
Pooling and Servicing Agreement (such consent not to be unreasonably
withheld), an amendment is made to the Pooling and Servicing
Agreement
which amendment could reasonably be expected to have a material
adverse
effect on the interests of Party A (excluding, for the avoidance
of doubt,
any amendment to the Pooling and Servicing Agreement that is
entered into
solely for the purpose of appointing a successor servicer,
master
servicer, securities administrator, trustee or other service
provider)
under this Agreement, an Additional Termination Event shall
have occurred
with respect to Party B and Party B shall be the sole Affected
Party with
respect to such Additional Termination
Event.
|
|
|
(iv)
|
[Reserved.]
|
|
|
(v)
|
[Reserved.]
|
|
|
(vi)
|
Optional
Termination of Securitization. An Additional
Termination Event shall occur upon the notice to Certificateholders
of an
Optional Termination becoming unrescindable in accordance with
Article IX
of the Pooling and Servicing Agreement (such notice, the “Optional
Termination Notice”). With respect to such Additional
Termination Event: (A) Party B shall be the sole Affected Party;
(B)
notwithstanding anything to the contrary in Section 6(b)(iv)
or Section
6(c)(i), the final Distribution Date specified in the Optional
Termination
Notice is hereby designated as the Early Termination Date for
this
Additional Termination Event in respect of all Affected Transactions;
(C)
Section 2(a)(iii)(2) shall not be applicable to any Affected
Transaction in
connection with the Early Termination Date resulting from this
Additional
Termination Event; notwithstanding anything to the contrary
in Section
6(c)(ii), payments and deliveries under Section 2(a)(i) or
Section 2(e) in
respect of the Terminated Transactions resulting from this
Additional
Termination Event will be required to be made through and including
the
Early Termination Date designated
as a result of this Additional Termination Event; provided,
for the
avoidance of doubt, that any such payments or deliveries that
are made on
or prior to such Early Termination Date will not be treated
as Unpaid
Amounts in determining the amount payable in respect of such
Early
Termination Date; (D) notwithstanding anything to the contrary
in Section
6(d)(i), (I) if, no later than 4:00 pm New York City time on
the day that
is four Business Days prior to the final Distribution Date
specified in
the Optional Termination Notice, the Trust Administrator requests
the
amount of the Estimated Swap Termination Payment, Party A shall
provide to
the Trust Administrator in writing (which may be done in electronic
format) the amount of the Estimated Swap Termination Payment
no later than
2:00 pm New York City time on the following Business Day and
(II) if the
Trust Administrator provides written notice (which may be done
in
electronic format) to Party A no later than two Business Days
prior to the
final Distribution Date specified in the Optional Termination
Notice that
all requirements of the Optional Termination have been met,
then Party A
shall, no later than one Business Day prior to the final Distribution
Date
specified in the Optional Termination Notice, make the calculations
contemplated by Section 6(e) (as amended herein) and provide
to the Trust
Administrator in writing (which may be done in electronic format) the
amount payable by either Party B or Party A in respect of the
related
Early Termination Date in
connection with this Additional Termination Event; provided,
however, that
the amount payable by Party B, if any, in respect of the related
Early
Termination Date shall be the lesser of (x) the amount calculated
to be
due from Party B pursuant to Section 6(e) and (y) the Estimated
Swap
Termination Payment; and (E) notwithstanding anything to the
contrary in
this Agreement, any amount due from Party B to Party A in respect
of this
Additional Termination Event will be payable on the final Distribution
Date specified in the Optional Termination Notice and any
amount due from Party A to Party B in respect of this Additional
Termination Event will be payable one Business Day prior to
the final
Distribution Date specified in the Optional Termination
Notice.
|
The
Trust
Administrator shall be an express third party beneficiary of this Agreement
as
if a party hereto to the extent of the Trust Administrator’s rights specified
herein.
|
(d)
|
Required
Ratings Downgrade Event. If a Required Ratings
Downgrade Event has occurred and is continuing, then Party
A shall, at its
own expense, use commercially reasonable efforts to, as soon
as reasonably
practicable, either (A) effect a Permitted Transfer or (B)
procure an
Eligible Guarantee by a guarantor with credit ratings at least
equal to
the S&P Required Ratings Threshold and the Xxxxx’x Second Trigger
Threshold
|
|
(e)
|
Compliance
with Item 1115 of Regulation
AB.
|
Party
A
and Party B hereby agree that the terms of the Item 1115 Agreement, dated
as of
June 25, 2007 (the “Item 1115 Agreement”) among among Citigroup
Global Markets Realty Corp. (“Sponsor”), Citigroup Mortgage Loan Trust Inc. (the
“Depositor”) and Swiss Re Financial Products Corporation (the “Derivative
Provider”), shall be incorporated by reference into this Agreement and Party B
shall be an express third party beneficiary of the Item 1115 Agreement.
A copy
of the Item 1115 Agreement is annexed hereto at Annex B.
|
(f)
|
Transfers.
|
(i) Section
7 is hereby amended to read in its entirety as follows:
“Neither
this Agreement nor any interest or obligation in or under this Agreement
may be
transferred (whether by way of security or otherwise) by either party
unless (a)
the prior written consent of the other party is obtained and (b) the
Rating
Agency Condition has been satisfied with respect to S&P, except
that:
|
|
(a)
|
Party
A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
or the
Item 1115 Agreement, (2) pursuant to a consolidation or amalgamation
with,
or merger with or into, or transfer of all or substantially
all its assets
to, another entity (but without prejudice to any other right
or remedy
under this Agreement), or (3) at any time at which no Relevant
Entity has
credit ratings at least equal to the Approved Ratings
Threshold;
|
|
|
(b)
|
Party
B may transfer its rights and obligations hereunder in connection
with a
transfer pursuant to Section 8.09 of the Pooling and Servicing
Agreement,
and
|
|
|
(c)
|
a
party may make such a transfer of all or any part of its interest
in any
amount payable to it from a Defaulting Party under Section
6(e).
|
Any
purported transfer that is not in compliance with this Section will be
void.
|
|
(ii)
|
If
an Eligible Replacement has made a Firm Offer (which remains
an offer that
will become legally binding upon acceptance by Party B) to
be the
transferee pursuant to a Permitted Transfer, Party B shall,
at Party A’s
written request and at Party A’s expense, execute such documentation
provided to it as is reasonably deemed necessary to effect
such
transfer.
|
|
(g)
|
Non-Recourse. Party
A acknowledges and agrees that, notwithstanding any provision
in this
Agreement to the contrary, the obligations of Party B hereunder
are
limited recourse obligations of Party B, payable solely from
the
Supplemental Interest Trust and the proceeds thereof, in accordance
with
the priority of payments and other terms of the Pooling and
Servicing
Agreement and that Party A will not have any recourse to any
of the
directors, officers, agents, employees, shareholders or affiliates
of the
Party B with respect to any claims, losses, damages, liabilities,
indemnities or other obligations in connection with any transactions
contemplated hereby. In the event that the Supplemental Interest
Trust and
the proceeds thereof, should be insufficient to satisfy all
claims
outstanding and following the realization of the account held
by the
Supplemental Interest Trust and the proceeds thereof, any claims
against
or obligations of Party B under the ISDA Master Agreement or
any other
confirmation thereunder still outstanding shall be extinguished
and
thereafter not revive. The Supplemental Interest Trust Trustee
shall not have liability for any failure or delay in making
a payment
hereunder to Party A due to any failure or delay in receiving
amounts in
the account held by the Supplemental Interest Trust from the
Trust created
pursuant to the Pooling and Servicing Agreement; provided,
however, that
this sentence shall in no way limit or diminish Party B's obligation
to
Party A in respect of interest under Section 2(e). This
provision will survive the termination of this
Agreement.
|
|
(h)
|
Timing
ofPayments by Party B upon Early
Termination. Notwithstanding anything to the contrary
in Section 6(d)(ii), to the extent that all or a portion (in
either case,
the “Unfunded Amount”) of any amount that is calculated as being due in
respect of any Early Termination Date under Section 6(e) from
Party B to
Party A will be paid by Party B from amounts other than any
upfront
payment paid to Party B by an Eligible Replacement that has
entered into a
Replacement Transaction with Party B, then such Unfunded Amount
shall be
due on the next subsequent Distribution Date following the
date on which
the payment would have been payable as determined in accordance
with
Section 6(d)(ii), and on any subsequent Distribution Dates
until paid in
full (or if such Early Termination Date is the final Distribution
Date, on
such final Distribution Date); provided, however, that if the
date on
which the payment would have been payable as determined in
accordance with
Section 6(d)(ii) is a Distribution Date, such payment will
be payable on
such Distribution Date.
|
|
(i)
|
Rating
Agency Notifications. Notwithstanding any other
provision of this Agreement, no Early Termination Date shall
be
effectively designated hereunder by Party B and no transfer
of any rights
or obligations under this Agreement shall be made by either
party unless
each Rating
Agency has been provided prior written notice of such designation
or
transfer.
|
|
(j)
|
No
Set-off. Except as expressly provided for in Section
2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding
any other
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. Section 6(e) shall be amended by deleting the
following sentence: “The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will
be subject
to any Set-off.”.
|
|
(k)
|
Amendment. Notwithstanding
any provision to the contrary in this Agreement, no amendment
of either
this Agreement or any Transaction under this Agreement shall
be permitted
by either party unless each of the Rating Agencies has been
provided prior
written notice of the same and the Rating Agency Condition
is satisfied
with respect to S&P.
|
|
(l)
|
Notice
of Certain Events or Circumstances. Each Party agrees,
upon learning of the occurrence or existence of any event or
condition
that constitutes (or that with the giving of notice or passage
of time or
both would constitute) an Event of Default or Termination Event
with
respect to such party, promptly to give the other Party and
to each Rating
Agency notice of such event or condition; provided that failure
to provide
notice of such event or condition pursuant to this Part 5(l)
shall not
constitute an Event of Default or a Termination
Event.
|
|
(m)
|
Proceedings. No
Relevant Entity shall institute against, or cause any other
person to
institute against, or join any other person in instituting
against Party
B, the Supplemental Interest Trust, or the trust formed pursuant
to the
Pooling and Servicing Agreement, in any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other
proceedings
under any federal or state bankruptcy or similar law for a
period of one
year (or, if longer, the applicable preference period) and
one day
following payment in full of the Certificates and any
Notes. This provision will survive the termination of this
Agreement.
|
|
(n)
|
Supplemental
Interest Trust Trustee Liability Limitations. It is
expressly understood and agreed by the parties hereto that
(a) this
Agreement is executed and delivered by Citibank, N.A. (“Citibank”) not in
its individual capacity, but solely as Supplemental Interest
Trust Trustee
under the Pooling and
Servicing Agreement in the exercise of the powers and authority
conferred and vested in it thereunder; (b) Citibank has been
directed
pursuant to the Pooling and
Servicing Agreement to enter into this Agreement and to perform its
obligations hereunder; (c) each of the representations, warranties,
covenants, undertakings and agreements herein made on behalf
of the
Supplemental Interest Trust is made and intended not as a personal
representation of the Supplemental Interest Trust Trustee but
is made and
intended for the purpose of binding only the Supplemental Interest
Trust;
and (d) nothing herein contained shall be construed as creating
any
liability on Citibank, individually or personally, to perform
any covenant
either expressed or implied contained herein, all such liability,
if any,
being expressly waived by the parties who are signatories to
this
Agreement and by any person claiming by, through or under such
parties and
(e) under no circumstances shall Citibank in its individual
capacity be
personally liable for the payment of any indemnity, indebtedness,
fees or
expenses of the Supplemental Interest Trust or any payments
hereunder or
for the breach or failure of any obligation, representation,
warranty or
covenant made or undertaken under this
Agreement.
|
|
(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) in any respect,
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; provided, however, that this severability provision
shall not be
applicable if any provision of Section 2, 5, 6, or 13 (or any
definition
or provision in Section 14 to the extent it relates to, or
is used in or
in connection with any such Section) shall be so held to be
invalid or
unenforceable.
|
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.
|
(p)
|
Agent
for Party B. Party A acknowledges that the Depositor
has appointed the Supplemental Interest Trust Trustee as agent
under the
Pooling and Servicing Agreement to carry out certain functions
on behalf
of Party B, and that the Supplemental Interest Trust Trustee
shall be
entitled to give notices and to perform and satisfy the obligations
of
Party B hereunder on behalf of Party
B.
|
|
(q)
|
[Reserved.]
|
|
(r)
|
Consent
to Recording. Each party hereto consents to the
monitoring or recording, at any time and from time to time,
by the other
party of any and all communications between trading, marketing,
and
operations personnel of the parties and their Affiliates, waives
any
further notice of such monitoring or recording, and agrees
to notify such
personnel of such monitoring or
recording.
|
|
(s)
|
Waiver
of Jury Trial. Each party waives any right it may have
to a trial by jury in respect of any suit, action or proceeding
relating
to this Agreement or any Credit Support
Document.
|
|
(t)
|
Form
of ISDA Master Agreement. Party A and Party B hereby
agree that the text of the body of the ISDA Master Agreement
is intended
to be the printed form of the ISDA Master Agreement (Multicurrency
–
Crossborder) as published and copyrighted in 1992 by the International
Swaps and Derivatives Association,
Inc.
|
|
(u)
|
Payment
Instructions. Party A hereby agrees that, unless
notified in writing by Party B of other payment instructions,
any and all
amounts payable by Party A to Party B under this Agreement
shall be paid
to the account specified in Item 4 of this Long-form Confirmation,
below.
|
|
(v)
|
Additional
representations.
|
|
|
(i)
|
Representations
of Party A. Party A represents to Party B on the date
on which Party A enters into each Transaction that Party A’s obligations
under this Agreement rank pari passu with all of Party A’s other
unsecured, unsubordinated obligations except those obligations
preferred
by operation of law.
|
|
|
(ii)
|
Capacity. Party
A represents to Party B on the date on which Party A enters
into this
Agreement that it is entering into the Agreement and the Transaction
as
principal and not as agent of any person. The Supplemental
Interest Trust Trustee represents to Party A on the date on
which the
Supplemental Interest Trust Trustee executes this Agreement
that it is
executing the Agreement not in its individual capacity but
solely as
Supplemental Interest Trust
Trustee.
|
|
(w)
|
Acknowledgements.
|
|
|
(i)
|
Substantial
financial transactions. Each party hereto is hereby
advised and acknowledges as of the date hereof that the other
party has
engaged in (or refrained from engaging in) substantial financial
transactions and has taken (or refrained from taking) other
material
actions in reliance upon the entry by the parties into the
Transaction
being entered into on the terms and conditions set forth herein
and in the
Pooling and Servicing Agreement relating to such Transaction,
as
applicable. This paragraph shall be deemed repeated on the
trade date of
each Transaction.
|
|
|
(ii)
|
Bankruptcy
Code. Subject to Part 5(m), without limiting the
applicability if any, of any other provision of the U.S. Bankruptcy
Code
as amended (the “Bankruptcy Code”) (including without limitation Sections
362, 546, 556, and 560 thereof and the applicable definitions
in Section
101 thereof), the parties acknowledge and agree that all Transactions
entered into hereunder will constitute “forward contracts” or “swap
agreements” as defined in Section 101 of the Bankruptcy Code or “commodity
contracts” as defined in Section 761 of the Bankruptcy Code, that the
rights of the parties under Section 6 of this Agreement will
constitute
contractual rights to liquidate Transactions, that any margin
or
collateral provided under any margin, collateral, security,
pledge, or
similar agreement related hereto will constitute a “margin payment” as
defined in Section 101 of the Bankruptcy Code, and that the
parties are
entities entitled to the rights under, and protections afforded
by,
Sections 362, 546, 556, and 560 of the Bankruptcy
Code.
|
|
(x)
|
[Reserved.]
|
|
(y)
|
[Reserved.]
|
(z) Additional
Definitions.
As
used
in this Agreement, the following terms shall have the meanings set forth
below,
unless the context clearly requires otherwise:
“Approved
Ratings Threshold” means each of the S&P Approved Ratings
Threshold and the Moody’s First Trigger Ratings Threshold.
“Approved
Replacement” means, with respect to a Market Quotation, an entity
making such Market Quotation, which entity would satisfy conditions (a),
(b),
(c) and (d) of the definition of Permitted Transfer (as determined by
Party B in
its sole discretion, acting in a commercially reasonable manner) if such
entity
were a Transferee, as defined in the definition of Permitted
Transfer.
“Derivative
Provider Trigger Event” means (i) an Event of Default with respect
to which Party A is a Defaulting Party, (ii) a Termination Event with
respect to
which Party A is the sole Affected Party or (iii) an Additional Termination
Event with respect to which Party A is the sole Affected Party.
“Eligible
Guarantee” means an unconditional and irrevocable guarantee of all
present and future obligations of Party A under this Agreement (or, solely
for
purposes of the definition of Eligible Replacement, all present and future
obligations of such Eligible Replacement under this Agreement or its
replacement, as applicable) which is provided by a guarantor as principal
debtor
rather than surety and which is directly enforceable by Party B, the
form and
substance of which guarantee are subject to the Rating Agency Condition
with
respect to S&P, and either (A) a law firm has given a legal opinion
confirming that none of the guarantor’s payments to Party B under such guarantee
will be subject to deduction or Tax collected by withholding and such
opinion
has been delivered to Moody’s, or (B) such guarantee provides that, in the event
that any of such guarantor’s payments to Party B are subject to deduction or Tax
collected by withholding, such guarantor is required to pay such additional
amount as is necessary to ensure that the net amount actually received
by Party
B (free and clear of any Tax collected by withholding) will equal the
full
amount Party B would have received had no such deduction or withholding
been
required, or (C) in the event that any payment under such guarantee is
made net
of deduction or withholding for Tax, Party A is required, under Section
2(a)(i),
to make such additional payment as is necessary to ensure that the net
amount
actually received by Party B from the guarantor will equal the full amount
Party
B would have received had no such deduction or withholding been
required.
“Eligible
Replacement” means an entity (A) that lawfully could perform the
obligations owing to Party B under this Agreement (or its replacement,
as
applicable), and (B)
(I) (x) which has
credit ratings from S&P at least equal to the S&P Required Ratings
Threshold or (y) all present and future obligations of which entity owing
to
Party B under this Agreement (or its replacement, as applicable) are
guaranteed
pursuant to an Eligible Guarantee provided by a guarantor with credit
ratings
from S&P at least equal to the S&P Required Ratings Threshold, in either
case if S&P is a Rating Agency, and (II) (x) which has credit ratings from
Moody’s at least equal to the Moody’s Second Trigger Ratings Threshold or (y)
all present and future obligations of which entity owing to Party B under
this
Agreement (or its replacement, as applicable) are guaranteed pursuant
to an
Eligible Guarantee provided by a guarantor with credit ratings from Moody’s at
least equal to the Moody’s Second Trigger Ratings Threshold, in either case if
Xxxxx’x is a Rating Agency and (C) that has executed an Item 1115 Agreement
with
the Depositor. An Eligible Replacement shall provide to Party B in
writing all credit ratings described in this definition upon request
by Party
B.
“Estimated
Swap Termination Payment” means, with respect to an Early
Termination Date, an amount determined by Party A in good faith and in
a
commercially reasonable manner as the maximum payment that could be owed
by
Party B to Party A in respect of such Early Termination Date pursuant
to Section
6(e) (as amended herein), taking into account then current market
conditions.
“Financial
Institution” means a bank, broker/dealer, insurance company,
structured investment company or derivative product company.
“Firm
Offer” means a quotation from an Eligible Replacement (i) in
an
amount equal to the actual amount payable by or to Party B in consideration
of
an agreement between Party B and such Eligible Replacement to replace
Party A as
the counterparty to this Agreement by way of novation or, if such novation
is
not possible, an agreement between Party B and such Eligible Replacement
to
enter into a Replacement Transaction (assuming that all Transactions
hereunder
become Terminated Transactions), and (ii) that constitutes an offer by
such
Eligible Replacement to replace Party A as the counterparty to this Agreement
or
enter a Replacement Transaction that will become legally binding upon
such
Eligible Replacement upon acceptance by Party B.
“Moody’s”
means Xxxxx’x Investors Service,
Inc., or any successor thereto.
“Moody’s
First Trigger Ratings Threshold” means, with respect to Party A,
the guarantor under an Eligible Guarantee, or an Eligible Replacement,
(i) if
such entity has a short-term unsecured and unsubordinated debt rating
from
Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
short-term unsecured and unsubordinated debt rating or counterparty rating
from
Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
rating from Moody’s of “A1”.
“Moody’s
Second Trigger Downgrade
Event”means
that
no Relevant Entity has credit ratings from Moody’s at least equal to the
Moody’s Second Trigger Ratings Threshold.
“Moody’s
Second Trigger Ratings Threshold” means,
with respect to Party A, the guarantor under an Eligible Guarantee, or
an
Eligible Replacement, (i) if such entity has a short-term unsecured and
unsubordinated debt rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
or (ii) if such entity does not have a short-term unsecured and unsubordinated
debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
or counterparty rating from Moody’s of “A3”.
“Permitted
Transfer” means a transfer by novation by Party A, pursuant to
Section 6(b)(ii) or the Item 1115 Agreement, or which is described in
Sections
7(a)(2) or (3) (as amended herein), to a transferee (the
“Transferee”) of Party A’s rights, liabilities, duties and
obligations under this Agreement, with respect to which transfer each
of the
following conditions is satisfied: (a) the Transferee is an Eligible
Replacement; (b) Party A and the Transferee are both “dealers in notional
principal contracts” within the meaning of Treasury regulations section
1.1001-4; (c) as of the date of such transfer the Transferee would not
be
required to withhold or deduct on account of Tax from any payments under
this
Agreement or would be required to gross up for such Tax under Section
2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
as a
result of such transfer; (e) the Transferee contracts with Party B pursuant
to a
written instrument (the “Transfer Agreement”) (A) (i) on terms
which are
effective to transfer to the Transferee all, but not less than all, of
Party A’s
rights, liabilities, duties and obligations under the Agreement and all
relevant
Transactions, which terms are identical to the terms of this Agreement,
other
than party names, dates relevant to the effective date of such transfer,
tax
representations (provided that the representations in Part 2(a)(i) are
not
modified) and any other representations regarding the status of the substitute
counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or
Part
5(v)(ii), notice information and account details, and (ii) each Rating
Agency
has been given prior written notice of such transfer,
or (B) (i) on terms that (x) have the effect of preserving for Party
B the
economic equivalent of all payment and delivery obligations (whether
absolute or
contingent and assuming the satisfaction of each applicable condition
precedent)
under this Agreement immediately before such transfer and (y) are, in
all
material respects, no less beneficial for Party B than the terms of this
Agreement immediately before such transfer, as determined by Party B,
and (ii)
Moody’s has been given prior written notice of such transfer and]
the Rating
Agency Condition is satisfied with respect to S&P; (f) Party A will be
responsible for any costs or expenses incurred in connection with such
transfer
(including any replacement cost of entering into a replacement transaction);
and
(g) such transfer otherwise complies with the terms of the Pooling and
Servicing
Agreement.
“Rating
Agency Condition” means, with respect to any particular proposed
act or omission to act hereunder and each Rating Agency specified in
connection
with such proposed act or omission, that the party proposing such act
or failure
to act must consult with each of the specified Rating Agencies and receive
from
each such Rating Agency prior written confirmation that the proposed
action or
inaction would not cause a downgrade or withdrawal of the then-current
rating of
any Certificates or Notes.
“Rating
Agencies” mean, with respect to any date of determination, each
of
S&P and Moody’s, to the extent that each such rating agency is then
providing a rating for any of the Citigroup Mortgage Loan Trust 2007-WFHE3,
Asset-Backed Pass-Through Certificates, Series 2007-WFHE3 (the “Certificates”)
or any notes backed by any of the Certificates (the “Notes”).
“Relevant
Entities” mean Party A and, to the extent applicable, a guarantor
under an Eligible Guarantee.
“Replacement
Transaction” means, with respect to any Terminated Transaction or
group of Terminated Transactions, a transaction or group of transactions
that
(A) has terms which would be effective to transfer to a transferee all,
but not
less than all, of Party A’s rights, liabilities, duties and obligations under
this Agreement and all relevant Transactions, which terms are identical
to the
terms of this Agreement, other than party names, dates relevant to the
effective
date of such transfer, tax representations (provided that the representations
in
Part 2(a)(i) are not modified) and any other representations regarding
the
status of the substitute counterparty of the type included in Part 5(b)(iv),
Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account details,
save
for the exclusion of provisions relating to Transactions that are not
Terminated
Transactions, or (B) (x) would have the effect of preserving for Party
B the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of
each
applicable condition precedent) under this Agreement in respect of such
Terminated Transaction or group of Terminated Transactions that would,
but for
the occurrence of the relevant Early Termination Date, have been required
after
that date, and (y) has terms which are, in all material respects, no
less
beneficial for Party B than those of this Agreement (save for the exclusion
of
provisions relating to Transactions that are not Terminated Transactions),
as
determined by Party B.
“Required
Ratings Downgrade Event” means that no Relevant Entity has credit
ratings at least equal to the Required Ratings Threshold.
“Required
Ratings Threshold” means each of the S&P Required Ratings
Threshold and the Moody’s Second Trigger Ratings Threshold.
“S&P”
means Standard & Poor’s Rating Services, a division
of
The XxXxxx-Xxxx Companies, Inc., or any successor thereto.
“S&P
Approved Ratings Threshold” means, with respect to Party A, the
guarantor under an Eligible Guarantee, or an Eligible Replacement, a
short-term
unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
entity does not have a short-term unsecured and unsubordinated debt rating
from
S&P, a long-term unsecured and unsubordinated debt rating or counterparty
rating of “A+” from S&P.
“S&P
Required Ratings Downgrade Event” means that
no Relevant Entity has credit ratings from S&P at least equal to the S&P
Required Ratings Threshold.
“S&P
Required Ratings Threshold”
means, with
respect to Party A, the guarantor under an Eligible Guarantee, or an
Eligible
Replacement, (I) if such entity is a Financial Institution, a short-term
unsecured and unsubordinated debt rating of “A-2” from S&P, or, if such
entity does not have a short-term unsecured and unsubordinated debt
rating
from S&P, a long-term unsecured and unsubordinated debt rating or
counterparty rating of “BBB+” from S&P, or (II) if such entity is not a
Financial Institution, a short-term unsecured and unsubordinated debt
rating of
“A-1” from S&P, or, if such entity does not have a short-term unsecured and
unsubordinated debt rating from S&P, a long-term unsecured and
unsubordinated debt rating or counterparty rating of “A+” from
S&P.
[Remainder
of this page intentionally left blank.]
Item
4. Account Details and Settlement
Information:
Payments
to Party
A: JPMorgan
Chase Bank
ABA#
000000000
SWIFT:
XXXXXX00
Account
of: Swiss Re Financial
Products
Account
No.: 066-911184
Payments
to Party
B: Citibank,
N.A.
ABA#000000000
Account
No. 3617-2242
Acct
Name: Structured Finance Incoming
Wire Account
Ref:
CMLTI 2007-WFHE3 Cap Account A/C#
106771
This
Agreement may be executed in several counterparts, each of which shall
be deemed
an original but all of which together shall constitute one and the same
instrument.
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
|
SWISS
RE FINANCIAL PRODUCTS CORPORATION
|
||
|
By:
|
||
| Name: | ||
| Title: | ||
CITIBANK,
N.A., NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE
ON
BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO THE CITIGROUP
MORTGAGE
LOAN TRUST 2007-WFHE3, ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES
2007-WFHE3
|
By:
|
||
| Name: | ||
| Title: | ||
SCHEDULE
I
(All
such
dates subject to No Adjustment with respect to Fixed Rate Payer Period
End Dates
and adjustment in accordance with the Following Business Day Convention
with
respect to Floating Rate Payer Period End Dates)
|
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
|
Effective
Date
|
July
25, 2008
|
1,584,258.63
|
|
July
25, 2008
|
August
25, 2008
|
1,524,347.99
|
|
August
25, 2008
|
September
25, 2008
|
1,466,457.68
|
|
September
25, 2008
|
October
25, 2008
|
1,410,066.91
|
|
October
25, 2008
|
November
25, 2008
|
1,355,584.52
|
|
November
25, 2008
|
December
25, 2008
|
1,302,189.96
|
|
December
25, 2008
|
January
25, 2009
|
1,250,817.75
|
|
January
25, 2009
|
February
25, 2009
|
1,200,040.40
|
|
February
25, 2009
|
March
25, 2009
|
1,147,182.55
|
|
March
25, 2009
|
April
25, 2009
|
1,056,985.16
|
|
April
25, 2009
|
May
25, 2009
|
973,935.93
|
|
May
25, 2009
|
June
25, 2009
|
899,588.10
|
|
June
25, 2009
|
July
25, 2009
|
832,558.17
|
|
July
25, 2009
|
August
25, 2009
|
773,589.53
|
|
August
25, 2009
|
September
25, 2009
|
740,209.39
|
|
September
25, 2009
|
October
25, 2009
|
709,097.14
|
|
October
25, 2009
|
November
25, 2009
|
679,119.25
|
|
November
25, 2009
|
December
25, 2009
|
650,263.48
|
|
December
25, 2009
|
January
25, 2010
|
622,402.01
|
|
January
25, 2010
|
February
25, 2010
|
595,531.69
|
|
February
25, 2010
|
March
25, 2010
|
569,487.17
|
|
March
25, 2010
|
April
25, 2010
|
543,707.90
|
|
April
25, 2010
|
May
25, 2010
|
519,061.14
|
|
May
25, 2010
|
June
25, 2010
|
495,532.31
|
|
June
25, 2010
|
July
25, 2010
|
473,044.50
|
|
July
25, 2010
|
August
2010
|
473,044.50
|
|
August
2010
|
September
2010
|
473,044.50
|
|
September
2010
|
October
2010
|
468,594.70
|
|
October
2010
|
November
2010
|
451,728.74
|
|
November
2010
|
December
2010
|
435,504.01
|
|
December
2010
|
January
2011
|
419,894.48
|
|
January
2011
|
February
2011
|
404,875.69
|
|
February
2011
|
March
2011
|
390,424.19
|
|
March
2011
|
April
2011
|
376,517.48
|
|
April
2011
|
May
2011
|
363,134.04
|
|
May
2011
|
June
2011
|
350,253.49
|
|
June
2011
|
July
2011
|
337,855.64
|
|
July
2011
|
August
2011
|
325,921.49
|
|
August
2011
|
September
2011
|
314,432.80
|
|
September
2011
|
October
2011
|
303,371.95
|
|
October
2011
|
November
2011
|
292,722.11
|
|
November
2011
|
December
2011
|
282,467.55
|
|
December
2011
|
January
2012
|
272,592.66
|
|
January
2012
|
February
2012
|
263,081.41
|
|
February
2012
|
March
2012
|
253,920.34
|
|
March
2012
|
April
2012
|
245,095.95
|
|
April
2012
|
May
2012
|
236,595.29
|
|
May
2012
|
June
2012
|
228,400.59
|
|
June
2012
|
July
2012
|
220,505.69
|
|
July
2012
|
August
2012
|
212,899.19
|
|
August
2012
|
Termination
Date
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205,569.98
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Annex
A
Paragraph
13 of the Credit Support Annex
Annex
B
Item
1115 Agreement
ANNEX
A
ISDA®
CREDIT
SUPPORT ANNEX
to
the
Schedule to the
ISDA
Master Agreement
dated
as
of June 25, 2007 between
Swiss
Re
Financial Products Corporation (hereinafter referred to as “Party
A” or “Pledgor”)
and
Citibank,
N.A., not individually, but solely as supplemental interest trust trustee
(the
“Supplemental Interest Trust Trustee”) on behalf of the supplemental interest
trust with respect to the Citigroup Mortgage Loan Trust 2007-WFHE3, Asset-Backed
Pass-Through Certificates, Series 2007-WFHE3 (the “Supplemental Interest
Trust”)
(hereinafter
referred to as “Party B” or “Secured
Party”).
Paragraph
13. Elections and Variables.
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(a)
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Security
Interest for “Obligations”. The term
“Obligations” as used in this
Annex includes the following additional
obligations:
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With
respect to Party A: not applicable.
With
respect to Party B: not applicable.
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(b)
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Credit
Support Obligations.
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(i)
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Delivery
Amount, Return Amount and Credit Support
Amount.
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(A)
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“Delivery
Amount” has the meaning specified in
Paragraph 3(a), except that:
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(I)
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the
words “upon a demand made by the Secured Party on or promptly following
a
Valuation Date” shall be deleted and replaced with the words “not later
than the close of business on each Valuation
Date”,
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(II)
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the
sentence beginning “Unless otherwise specified in Paragraph 13” and ending
“(ii) the Value as of that Valuation Date of all Posted Credit
Support
held by the Secured Party.” shall be deleted in its entirety and replaced
with the following:
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“The
“Delivery Amount” applicable to the
Pledgor for any Valuation Date will equal the greatest of
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(1)
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the
amount by which (a) the S&P Credit Support Amount for such Valuation
Date exceeds (b) the S&P Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured Party,
and
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(2)
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the
amount by which (a) the Moody’s Credit Support Amount for such Valuation
Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured
Party.
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(III)
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if,
on any Valuation Date, the Delivery Amount equals or exceeds
the Pledgor’s
Minimum Transfer Amount, the Pledgor will Transfer to the Secured
Party
sufficient Eligible Credit Support to ensure that, immediately
following
such transfer, the Delivery Amount shall be
zero.
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(B)
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“Return
Amount” has the meaning specified in Paragraph 3(b), except
that:
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(I)
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the
sentence beginning “Unless otherwise specified in Paragraph 13” and ending
“(ii) the Credit Support Amount.” shall be deleted in its entirety and
replaced with the following:
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“The
“Return Amount” applicable to the Secured Party for
any Valuation Date will equal the least of
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(1)
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the
amount by which (a) the S&P Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured Party exceeds (b) the
S&P
Credit Support Amount for such Valuation Date,
and
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(2)
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the
amount by which (a) the Moody’s Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured Party exceeds (b) the
Moody’s
Credit Support Amount for such Valuation
Date.
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(II)
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in
no event shall the Secured Party be required to Transfer any
Posted Credit
Support under Paragraph 3(b) if, immediately following such transfer,
the
Delivery Amount would be greater than
zero.
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(C)
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“Credit
Support Amount” shall not apply. For purposes of
calculating any Delivery Amount or Return Amount for any Valuation
Date,
reference shall be made to the S&P Credit Support Amount or the
Moody’s Credit Support Amount, in each case for such Valuation Date,
as
provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
above.
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(ii)
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Eligible
Collateral.
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On
any
date, the items set forth on the schedule of Eligible Collateral attached
as
Schedule A hereto will qualify as “Eligible
Collateral” (for the avoidance of doubt, all Eligible Collateral
to be denominated in USD).
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(iii)
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Other
Eligible Support.
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The
following items will qualify as “Other Eligible
Support” for the party specified:
Not
applicable.
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(iv)
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Threshold.
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(A)
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“Independent
Amount” means zero with respect to Party A and Party
B.
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(B)
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“Moody’s
Threshold” means, with respect to Party A and any Valuation
Date, if a Moody’s First Trigger Downgrade Event has occurred and is
continuing and such Moody’s First Trigger Downgrade Event has been
continuing (i) for at least 30 Local Business Days or (ii) since
this
Annex was executed, zero; otherwise,
infinity.
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“S&P
Threshold” means, with respect to Party A and any Valuation Date,
if an S&P Approved Ratings Downgrade Event has occurred and is
continuing and such S&P Approved Ratings Downgrade Event has been continuing
(i) for at least 10 Local Business Days or (ii) since this Annex was executed,
zero; otherwise, infinity.
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“Threshold”
means, with respect to Party B and any Valuation Date,
infinity.
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(C)
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“Minimum
Transfer Amount” means USD 100,000 with respect to Party A
and Party B; provided, however, that if the aggregate Certificate
Principal Balance of any Certificates and the aggregate principal
balance
of any Notes rated by S&P is at the time of any transfer less than USD
50,000,000, the “Minimum Transfer Amount” shall
be USD 50,000.
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(D)
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Rounding:
The Delivery Amount will be rounded up to the nearest integral
multiple of
USD 10,000. The Return Amount will be rounded down to the nearest
integral
multiple of USD 10,000.
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(c)
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Valuation
and Timing.
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(i)
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“Valuation
Agent” means Party A; provided, however, that if an Event
of
Default shall have occurred with respect to which Party A is
the
Defaulting Party, Party B shall have the right to designate as
Valuation
Agent an independent party, reasonably acceptable to Party A,
the cost for
which shall be borne by Party A. All calculations by the
Valuation Agent must be made in accordance with standard market
practice,
including, in the event of a dispute as to the Value of any Eligible
Credit Support or Posted Credit Support, by making reference
to quotations
received by the Valuation Agent from one or more Pricing
Sources.
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(ii)
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“Valuation
Date” means the first Local Business Day in each week]
on
which any of the S&P Threshold or the Xxxxx’x Threshold
is zero.
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(iii)
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“Valuation
Time” means the close of business in the city of the
Valuation Agent on the Local Business Day immediately preceding
the
Valuation Date or date of calculation, as applicable; provided
that the calculations of Value and Exposure will be made as of
approximately the same time on the same date. The Valuation
Agent will notify each party (or the other party, if the Valuation
Agent
is a party) of its calculations not later than the Notification
Time on
the applicable Valuation Date (or in the case of Paragraph 6(d),
the Local
Business Day following the day on which such relevant calculations
are
performed).”
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(iv)
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“Notification
Time” means 11:00 a.m., New York time, on a Local Business
Day.
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(d)
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Conditions
Precedent and Secured Party’s Rights and
Remedies. The following Termination Events will
be a “Specified Condition” for the party
specified (that party being the Affected Party if the Termination
Event
occurs with respect to that party): With respect to Party A:
any Additional Termination Event with respect to which Party
A is the sole
Affected Party. With respect to Party B:
None.
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(e)
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Substitution.
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(i)
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“Substitution
Date” has the meaning specified in Paragraph
4(d)(ii).
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(ii)
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Consent. If
specified here as applicable, then the Pledgor must obtain the
Secured
Party’s consent for any substitution pursuant to Paragraph
4(d): Inapplicable.
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(f)
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Dispute
Resolution.
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(i)
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“Resolution
Time” means 1:00 p.m. New York time on the Local Business
Day following the date on which the notice of the dispute is
given under
Paragraph 5.
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(ii)
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Value. Notwithstanding
anything to the contrary in Paragraph 12, for the purpose of
Paragraphs
5(i)(C) and 5(ii), the S&P Value and, Xxxxx’x Value, on any date, of
Eligible Collateral will be calculated as
follows:
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For
Eligible Collateral other than Cash listed in Paragraph 13(b)(ii): the
sum of
(A) the product of (1)(x) the bid price at the Valuation Time for such
securities on the principal national securities exchange on which such
securities are listed, or (y) if such securities are not listed on a national
securities exchange, the bid price for such securities quoted at the Valuation
Time by any principal market maker for such securities selected by the
Valuation
Agent, or (z) if no such bid price is listed or quoted for such date, the
bid
price listed or quoted (as the case may be) at the Valuation Time for the
day
next preceding such date on which such prices were available and (2) the
applicable Valuation Percentage for such Eligible Collateral, and (B) the
accrued interest on such securities (except to the extent Transferred to
the
Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
referred to in the immediately preceding clause (A)) as of such
date.
For
Cash,
the amount thereof multiplied, in the case of the S&P Value, by the
applicable S&P Valuation Percentage.
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(iii)
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Alternative. The
provisions of Paragraph 5 will
apply.
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(g)
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Holding
and Using Posted
Collateral.
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(i)
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Eligibility
to Hold Posted Collateral; Custodians. Party
B (or any
Custodian) will be entitled to hold Posted Collateral pursuant
to
Paragraph 6(b).
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Party
B
may appoint as Custodian (A) the entity then serving as Supplemental Interest
Trust Trustee or (B) any entity other than the entity then serving as
Supplemental Interest Trust Trustee if such other entity (or, to the extent
applicable, its parent company or credit support provider) shall then have
credit ratings from S&P at least equal to the Custodian Required Rating
Threshold. If at any time the Custodian does not have credit ratings
from S&P at least equal to the Custodian Required Rating Threshold, the
Supplemental Interest Trust Trustee must within 60 days obtain a replacement
Custodian with credit ratings from S&P at least equal to the Custodian
Required Rating Threshold.
Initially,
the Custodian for Party B is: the Supplemental Interest Trust
Trustee.
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(ii)
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Use
of Posted Collateral. The provisions of Paragraph
6(c) will not apply to Party B or its Custodian; provided, however,
that
if Party A delivers Posted Collateral in book-entry form, then
Paragraph
6(c)(ii) will apply to Party B and its Custodian, and Party B
and its
Custodian shall have the rights specified in Paragraph
6(c)(ii).
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(h)
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Distributions
and Interest Amount.
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(i)
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Interest
Rate. The “Interest
Rate” will be the actual interest rate earned on Posted
Collateral in the form of Cash that is held by Party B or its
Custodian. Posted Collateral in the form of Cash shall be
invested in such overnight (or redeemable within two Local Business
Days
of demand) Permitted Investments (as defined, for the purposes
of this
Paragraph 13(h)(i), in the Pooling and Servicing Agreement) rated
at least
(x) AAAm or AAAm-G by S&P and (y) Prime-1 by Xxxxx’x or Aaa by
Xxxxx’x, as directed by Party A (unless (x) an Event of Default or
an
Additional Termination Event has occurred with respect to which
Party A is
the defaulting or sole Affected Party or (y) an Early Termination
Date has
been designated, in which case such Posted Collateral shall be
held
uninvested). Gains and losses incurred in respect of any
investment of Posted Collateral in the form of Cash in Permitted
Investments as directed by Party A shall be for the account of
Party
A.
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(ii)
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Transfer
of Interest Amount. The Transfer of the Interest Amount will
be made on the second Local Business Day following the end of
each
calendar month and on any other Local Business Day on which Posted
Collateral in the form of Cash is Transferred to the Pledgor
pursuant to
Paragraph 3(b); provided, however, that the obligation of Party
B to
Transfer any Interest Amount to Party A shall be limited to the
extent
that Party B has earned and received such funds and such funds
are
available to Party B. The last sentence of Paragraph 6(d)(ii)
is hereby amended by adding the words “actually received by Party B but”
after the words “Interest Amount or portion
thereof”.
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(iii)
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Alternative
to Interest Amount. The provisions of Paragraph 6(d)(ii) (as
amended herein) will apply.
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(iv)
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Distributions. Paragraph
6(d)(i) shall be deleted in its entirety and replaced with the
following:
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“Distributions. Subject
to Paragraph 4(a), if Party B receives Distributions on a Local Business
Day, it
will Transfer to Party A not later than the following Local Business Day
any
Distributions it receives to the extent that a Delivery Amount would not
be
created or increased by that Transfer, as calculated by the Valuation Agent
(and
the date of calculation will be deemed to be a Valuation Date for this
purpose).”
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(i)
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Additional
Representation(s). There are no additional
representations by either party.
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(j)
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Other
Eligible Support and Other Posted
Support.
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(i)
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“Value”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
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(ii)
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“Transfer”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
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(k)
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Demands
and Notices.All demands, specifications and notices under
this Annex will be made pursuant to the Notices Section of this
Agreement,
except that any demand, specification or notice shall be given
to or made
at the following addresses, or at such other address as the relevant
party
may from time to time designate by giving notice (in accordance
with the
terms of this paragraph) to the other
party:
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If
to
Party A, at the address specified pursuant to the Notices Section of this
Agreement.
If
to
Party B or Party B’s Custodian, at the address specified pursuant to the Notices
Section of this Agreement.
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(l)
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Address
for Transfers. Each Transfer hereunder shall be
made to the address specified below or to an address specified
in writing
from time to time by the party to which such Transfer will be
made.
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Party
A
account details for holding collateral
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SWIFT:
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XXXXXX00
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Account
of:
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Swiss
Re Financial Products
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Account
No.:
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066
911184
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ABA#:
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000000000
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Party
B
account details for holding collateral
Citibank,
N.A.
ABA#000000000
Account
No. 3617-2242
Acct
Name: Structured Finance
Incoming Wire Account
Ref:
CMLTI 2007-WFHE3 Swap
Collateral Account A/C# 106772
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(m)
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Other
Provisions.
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(i)
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Collateral
Account. Party B shall open and maintain a
segregated account, and hold, record and identify all Posted
Collateral in
such segregated account.
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(ii)
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Agreement
as to Single Secured Party and Single Pledgor. Party A and
Party B hereby agree that, notwithstanding anything to the contrary
in
this Annex, (a) the term “Secured Party” as used in this Annex means only
Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
(c) only Party A makes the pledge and grant in Paragraph 2, the
acknowledgement in the final sentence of Paragraph 8(a) and the
representations in Paragraph 9.
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(iii)
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Calculation
of Value. Paragraph 4(c) is hereby amended by
deleting the word “Value” and inserting in lieu thereof “S&P Value,
Xxxxx’x Value”. Paragraph 4(d)(ii) is hereby amended by (A)
deleting the words “a Value” and inserting in lieu thereof “an S&P
Value and a Xxxxx’x Value” and (B) deleting the words “the Value” and
inserting in lieu thereof “S&P Value and Xxxxx’x
Value”. Paragraph 5 (flush language) is hereby amended by
deleting the word “Value” and inserting in lieu thereof “S&P Value or
Xxxxx’x Value”. Paragraph 5(i) (flush language) is hereby
amended by deleting the word “Value” and inserting in lieu thereof
“S&P Value and Xxxxx’x Value”. Paragraph 5(i)(C) is hereby
amended by deleting the word “the Value, if” and inserting in lieu thereof
“any one or more of the S&P Value or Xxxxx’x Value, as may
be”. Paragraph 5(ii) is hereby amended by (1) deleting the
first instance of the words “the Value” and inserting in lieu thereof “any
one or more of the S&P Value or Xxxxx’x Value” and (2) deleting the
second instance of the words “the Value” and inserting in lieu thereof
“such disputed S&P Value or Xxxxx’x Value”. Each of
Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
deleting
the word “Value” and inserting in lieu thereof “least of the S&P Value
and Xxxxx’x Value”.
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(iv)
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Form
of Annex. Party A and Party B hereby
agree that the text of Paragraphs 1 through 12, inclusive, of
this Annex
is intended to be the printed form of ISDA Credit Support Annex
(Bilateral
Form - ISDA Agreements Subject to New York Law Only version)
as published
and copyrighted in 1994 by the International Swaps and Derivatives
Association, Inc.
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(v)
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Events
of Default. Paragraph 7 will not apply to cause
any Event of Default to exist with respect to Party B except
that
Paragraph 7(i) will apply to Party B solely in respect of Party
B’s
obligations under Paragraph 3(b) of the Credit Support
Annex. Notwithstanding anything to the contrary in Paragraph 7,
any failure by Party A to comply with or perform any obligation
to be
complied with or performed by Party A under the Credit Support
Annex shall
only be an Event of Default if a Xxxxx’x Second Trigger Downgrade Event
has occurred and is continuing and at least 30 Local Business
Days have
elapsed since such Xxxxx’x Second Trigger Downgrade Event first
occurred.
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(vi)
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Expenses. Notwithstanding
anything to the contrary in Paragraph 10, the Pledgor will be
responsible
for, and will reimburse the Secured Party for, all transfer and
other
taxes and other costs involved in maintenance and any Transfer
of Eligible
Collateral.
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(vii)
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Withholding. Paragraph
6(d)(ii) is hereby amended by inserting immediately after “the Interest
Amount” in the fourth line thereof the words “less any
applicable withholding taxes.”
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(viii) Additional
Definitions. As used in this Annex:
“Custodian
Required Rating Threshold” means, with respect to an entity, a
short-term unsecured and unsubordinated debt rating from S&P of “A-1,” or,
if such entity does not have a short-term unsecured and unsubordinated
debt
rating from S&P, a long-term unsecured and unsubordinated debt rating or
counterparty rating from S&P of “A+”.
“DV01”
means, with respect to a Transaction and any date of determination, the
estimated change in the Secured Party’s Transaction Exposure with respect to
such Transaction that would result from a one basis point change in the
relevant
swap curve on such date, as determined by the Valuation Agent in good faith
and
in a commercially reasonable manner in accordance with the relevant methodology
customarily used by the Valuation Agent. The Valuation Agent shall,
upon request of Party B, provide to Party B a statement showing in reasonable
detail such calculation.
“Exposure”
has the meaning specified in Paragraph 12, except that (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part
1(f)(i)(A)-(E) of the Schedule is deleted)” shall be inserted and (2) at the end
of the definition of Exposure, the words “with terms that are, in all material
respects, no less beneficial for Party B than those of this Agreement” shall be
added.
“Local
Business Day” means, for purposes of this Annex: any day on which
(A) commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) in New York and the location of
Party A,
Party B and any Custodian, and (B) in relation to a Transfer of Eligible
Collateral, any day on which the clearance system agreed between the parties
for
the delivery of Eligible Collateral is open for acceptance and execution
of
settlement instructions (or in the case of a Transfer of Cash or other
Eligible
Collateral for which delivery is contemplated by other means a day on which
commercial banks are open for business (including dealings in foreign exchange
and foreign deposits) in New York and the location of Party A, Party B
and any
Custodian.
“Xxxxx’x
Credit Support Amount” means, for any Valuation Date:
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(A)
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if
the Xxxxx’x Threshold for such Valuation Date is zero and (i) it is not
the case that a Xxxxx’x Second Trigger Downgrade Event has occurred and is
continuing or (ii) a Xxxxx’x Second Trigger Downgrade Event has occurred
and is continuing and less than 30 Local Business Days have elapsed
since
such Xxxxx’x Second Trigger Downgrade Event first occurred, an amount
equal to the greater of (x) zero and (y) the sum of the Secured
Party’s
Exposure and the aggregate of Xxxxx’x First Trigger Additional Amounts for
all Transactions and such Valuation
Date;
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(B)
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if
the Xxxxx’x Threshold for such Valuation Date is zero and a Xxxxx’x Second
Trigger Downgrade Event has occurred and is continuing and at
least 30
Local Business Days have elapsed since such Xxxxx’x Second Trigger
Downgrade Event first occurred, an amount equal to the greatest
of (x)
zero, (y) the aggregate amount of the Next Payments for all Next
Payment
Dates, and (z) the sum of the Secured Party’s Exposure and the aggregate
of Xxxxx’x Second Trigger Additional Amounts for all Transactions and
such
Valuation Date; or
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(C)
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if
the Xxxxx’x Threshold for such Valuation Date is infinity,
zero.
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“Xxxxx’x
First Trigger Additional Amount” means, for
any Valuation Date and any Transaction,
the
least
of (x) the product of the Xxxxx’x First Trigger DV01 Multiplier and DV01 for
such Transaction and such Valuation Date, (y) the product of (i) Xxxxx’x First
Trigger Notional Amount Multiplier, (ii) the Scale Factor, if any, for
such
Transaction, or, if no Scale Factor is applicable for such Transaction,
one, and
(iii) the Notional Amount for such Transaction for the Calculation Period
for
such Transaction (each as defined in the related Confirmation) which includes
such Valuation Date, and (z) the product of (i) the applicable Xxxxx’x First
Trigger Factor set forth in Table 1, (ii) the Scale Factor, if any, for
such
Transaction, or, if no Scale Factor is applicable for such Transaction,
one, and
(iii) the Notional Amount for such Transaction for the Calculation Period
for
such Transaction (each as defined in the related Confirmation) which includes
such Valuation Date
“Xxxxx’x
First Trigger Downgrade Event” means that no Relevant Entity has
credit ratings from Xxxxx’x at least equal to the Xxxxx’x First Trigger Ratings
Threshold.
“Xxxxx’x
First Trigger DV01 Multiplier” means 25.
“Xxxxx’x
First Trigger Notional Amount Multiplier” means 4%.
“Xxxxx’x
Second Trigger Additional Amount” means, for any Valuation Date
and any Transaction,
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(A)
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if
such Transaction is not a Transaction-Specific Hedge, the lesser
of (i)
the product of the Xxxxx’x Second Trigger DV01 Multiplier and DV01 for
such Transaction and such Valuation Date and (ii) the product
of (1) the
Xxxxx’x Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
if any, for such Transaction, or, if no Scale Factor is applicable
for
such Transaction, one, and (3) the Notional Amount for such Transaction
for the Calculation Period of such Transaction (each as defined
in the
related Confirmation) which includes such Valuation Date;
or
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(B)
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if
such Transaction is a Transaction-Specific Hedge, the lesser
of (i) the
product of the Xxxxx’x Second Trigger Transaction-Specific Hedge DV01
Multiplier and DV01 for such Transaction and such Valuation Date
and (ii)
the Scale Factor, if any, for such Transaction, or, if no Scale
Factor is
applicable for such Transaction, one, and (iii) the product of
the Xxxxx’x
Second Trigger Transaction-Specific Hedge Notional Amount Multiplier
and
the Notional Amount for such Transaction for the Calculation
Period for
such Transaction (each as defined in the related Confirmation)
which
includes such Valuation Date.
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“Xxxxx’x
Second Trigger DV01 Multiplier” means 60.
“Xxxxx’x
Second Trigger Notional Amount Multiplier” means 9%.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
75.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge Notional Amount
Multiplier” means 11%.
“Xxxxx’x
Valuation Percentage” means, with respect to a Valuation Date and
each item of Eligible Collateral,
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(A)
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if
the Xxxxx’x Threshold for such Valuation Date is zero and (i) it is not
the case that a Xxxxx’x Second Trigger Downgrade Event has occurred and is
continuing or (ii) a Xxxxx’x Second Trigger Downgrade Event has occurred
and is continuing and less than 30 Local Business Days have elapsed
since
such Xxxxx’x Second Trigger Downgrade Event first occurred, the
corresponding percentage for such Eligible Collateral in the
column headed
“Xxxxx’x First Trigger Valuation Percentage”,
or
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(B)
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if
a Xxxxx’x Second Trigger Downgrade Event has occurred and is continuing
and at least 30 Local Business Days have elapsed since such Xxxxx’x Second
Trigger Downgrade Event first occurred, the corresponding percentage
for
such Eligible Collateral in the column headed “Xxxxx’x Second Trigger
Valuation Percentage”.
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“Xxxxx’x
Value”means, on any Valuation Date with respect to any Eligible
Collateral the product of (x) the bid price obtained by the Valuation Agent
and
(y) the applicable Xxxxx’x Valuation Percentage set forth in Paragraph
13(b)(ii).
“Next
Payment” means, in respect of each Next Payment Date, the greater
of (i) the aggregate amount of any payments due to be made by Party A under
Section 2(a) on such Next Payment Date less the aggregate amount of any
payments
due to be made by Party B under Section 2(a) on such Next Payment Date
(any such
payments determined based on rates prevailing the date of determination)
and
(ii) zero.
“Next
Payment Date” means each date on which the next scheduled payment
under any Transaction is due to be paid.
“Pricing
Sources” means the sources of financial information commonly known
as Bloomberg, Bridge Information Services, Data Resources Inc., Interactive
Data
Services, International Securities Market Association, Xxxxxxx Xxxxx Securities
Pricing Service, Xxxxxx Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
XX
Xxxxx, S&P and Telerate.
“Remaining
Weighted Average Maturity” means, with respect to a
Transaction, the expected weighted average maturity for such Transaction
as
determined by the Valuation Agent.
“S&P
Approved Ratings Downgrade Event” means that no Relevant Entity
has credit ratings from S&P at least equal to the S&P Approved Ratings
Threshold.
“S&P
Credit Support Amount” means, for any Valuation Date:
|
|
(A)
|
if
the S&P Threshold for such Valuation Date is zero and it is not the
case that an S&P Required Ratings Downgrade Event has occurred and
been continuing for at least 10 Local Business Days, an amount
equal to
the Secured Party’s Exposure;
|
|
|
(B)
|
if
the S&P Threshold for such Valuation Date is zero and it is the case
that an S&P Required Ratings Downgrade Event has occurred and been
continuing for at least 10 Local Business Days, an amount equal
to 125% of
the Secured Party’s Exposure; or
|
|
|
(C)
|
if
the S&P Threshold for such Valuation Date is infinity,
zero.
|
“S&P
Valuation Percentage” means, with respect to a Valuation Date and
each item of Eligible Collateral,
|
|
(A)
|
if
the S&P Threshold for such Valuation Date is zero and it is not the
case that a S&P Required Ratings Downgrade Event has occurred and been
continuing for at least 10 Local Business Days, the corresponding
percentage for such Eligible Collateral in the column headed
“S&P
Approved Ratings Valuation Percentage”
or
|
|
|
(B)
|
if
an S&P Required Ratings Downgrade Event has occurred and been
continuing for at least 10 Local Business Days, the corresponding
percentage for such Eligible Collateral in the column headed
“S&P
Required Ratings Valuation
Percentage”.
|
“S&P
Value” means, on any Valuation Date with respect to any Eligible
Collateral, (A) in the case of Eligible Collateral other than Cash, the
product
of (x) the bid price obtained by the Valuation Agent for such Eligible
Collateral and (y) the applicable S&P Valuation Percentage for such Eligible
Collateral set forth in paragraph 13(b)(ii) and (B) in the case of Cash,
the
amount thereof multiplied by the applicable S&P Valuation
Percentage.
“Transaction
Exposure” means, for any Transaction, Exposure determined as if
such Transaction were the only Transaction between the Secured Party and
the
Pledgor.
“Transaction-Specific
Hedge” means any Transaction that is (i) an interest rate swap in
respect of which (x) the notional amount of the interest rate swap is “balance
guaranteed” or (y) the notional amount of the interest rate swap for any
Calculation Period (as defined in the related Confirmation) otherwise is
not a
specific dollar amount that is fixed at the inception of the Transaction,
(ii)
an interest rate cap, (iii) an interest rate floor or (iv) an interest
rate
swaption.
“Valuation
Percentage” shall mean, for purposes of determining the S&P
Value or Xxxxx’x Value with respect to any Eligible Collateral or
Posted Collateral, the applicable S&P Valuation Percentage or Xxxxx’x
Valuation Percentage for such Eligible Collateral or Posted Collateral,
respectively, in each case as set forth in Paragraph 13(b)(ii).
“Value”
shall mean, in respect of any date, the related S&P Value and the related
Xxxxx’x Value.
[Remainder
of this page intentionally left blank]
Table
1
Xxxxx’x
First Trigger Factor
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Weekly
Collateral
Posting
|
|
1
or less
|
0.25%
|
|
More
than 1 but not more than 2
|
0.50%
|
|
More
than 2 but not more than 3
|
0.70%
|
|
More
than 3 but not more than 4
|
1.00%
|
|
More
than 4 but not more than 5
|
1.20%
|
|
More
than 5 but not more than 6
|
1.40%
|
|
More
than 6 but not more than 7
|
1.60%
|
|
More
than 7 but not more than 8
|
1.80%
|
|
More
than 8 but not more than 9
|
2.00%
|
|
More
than 9 but not more than 10
|
2.20%
|
|
More
than 10 but not more than 11
|
2.30%
|
|
More
than 11 but not more than 12
|
2.50%
|
|
More
than 12 but not more than 13
|
2.70%
|
|
More
than 13 but not more than 14
|
2.80%
|
|
More
than 14 but not more than 15
|
3.00%
|
|
More
than 15 but not more than 16
|
3.20%
|
|
More
than 16 but not more than 17
|
3.30%
|
|
More
than 17 but not more than 18
|
3.50%
|
|
More
than 18 but not more than 19
|
3.60%
|
|
More
than 19 but not more than 20
|
3.70%
|
|
More
than 20 but not more than 21
|
3.90%
|
|
More
than 21 but not more than 22
|
4.00%
|
|
More
than 22 but not more than 23
|
4.00%
|
|
More
than 23 but not more than 24
|
4.00%
|
|
More
than 24 but not more than 25
|
4.00%
|
|
More
than 25 but not more than 26
|
4.00%
|
|
More
than 26 but not more than 27
|
4.00%
|
|
More
than 27 but not more than 28
|
4.00%
|
|
More
than 28 but not more than 29
|
4.00%
|
|
More
than 29
|
4.00%]
|
Table
2
Xxxxx’x
Second Trigger Factor for Interest Rate Swaps with Fixed Notional
Amounts
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Weekly
Collateral
Posting
|
|
1
or less
|
0.60%
|
|
More
than 1 but not more than 2
|
1.20%
|
|
More
than 2 but not more than 3
|
1.70%
|
|
More
than 3 but not more than 4
|
2.30%
|
|
More
than 4 but not more than 5
|
2.80%
|
|
More
than 5 but not more than 6
|
3.30%
|
|
More
than 6 but not more than 7
|
3.80%
|
|
More
than 7 but not more than 8
|
4.30%
|
|
More
than 8 but not more than 9
|
4.80%
|
|
More
than 9 but not more than 10
|
5.30%
|
|
More
than 10 but not more than 11
|
5.60%
|
|
More
than 11 but not more than 12
|
6.00%
|
|
More
than 12 but not more than 13
|
6.40%
|
|
More
than 13 but not more than 14
|
6.80%
|
|
More
than 14 but not more than 15
|
7.20%
|
|
More
than 15 but not more than 16
|
7.60%
|
|
More
than 16 but not more than 17
|
7.90%
|
|
More
than 17 but not more than 18
|
8.30%
|
|
More
than 18 but not more than 19
|
8.60%
|
|
More
than 19 but not more than 20
|
9.00%
|
|
More
than 20 but not more than 21
|
9.00%
|
|
More
than 21 but not more than 22
|
9.00%
|
|
More
than 22 but not more than 23
|
9.00%
|
|
More
than 23 but not more than 24
|
9.00%
|
|
More
than 24 but not more than 25
|
9.00%
|
|
More
than 25 but not more than 26
|
9.00%
|
|
More
than 26 but not more than 27
|
9.00%
|
|
More
than 27 but not more than 28
|
9.00%
|
|
More
than 28 but not more than 29
|
9.00%
|
|
More
than 29
|
9.00%]
|
Table
3
Xxxxx’x
Second Trigger Factor for Transaction-Specific Xxxxxx
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Weekly
Collateral
Posting
|
|
1
or less
|
0.75%
|
|
More
than 1 but not more than 2
|
1.50%
|
|
More
than 2 but not more than 3
|
2.20%
|
|
More
than 3 but not more than 4
|
2.90%
|
|
More
than 4 but not more than 5
|
3.60%
|
|
More
than 5 but not more than 6
|
4.20%
|
|
More
than 6 but not more than 7
|
4.80%
|
|
More
than 7 but not more than 8
|
5.40%
|
|
More
than 8 but not more than 9
|
6.00%
|
|
More
than 9 but not more than 10
|
6.60%
|
|
More
than 10 but not more than 11
|
7.00%
|
|
More
than 11 but not more than 12
|
7.50%
|
|
More
than 12 but not more than 13
|
8.00%
|
|
More
than 13 but not more than 14
|
8.50%
|
|
More
than 14 but not more than 15
|
9.00%
|
|
More
than 15 but not more than 16
|
9.50%
|
|
More
than 16 but not more than 17
|
9.90%
|
|
More
than 17 but not more than 18
|
10.40%
|
|
More
than 18 but not more than 19
|
10.80%
|
|
More
than 19 but not more than 20
|
11.00%
|
|
More
than 20 but not more than 21
|
11.00%
|
|
More
than 21 but not more than 22
|
11.00%
|
|
More
than 22 but not more than 23
|
11.00%
|
|
More
than 23 but not more than 24
|
11.00%
|
|
More
than 24 but not more than 25
|
11.00%
|
|
More
than 25 but not more than 26
|
11.00%
|
|
More
than 26 but not more than 27
|
11.00%
|
|
More
than 27 but not more than 28
|
11.00%
|
|
More
than 28 but not more than 29
|
11.00%
|
|
More
than 29
|
11.00%]
|
Schedule
A to Paragraph 13(b)(ii)
Eligible
Collateral and Valuation Percentages
|
ISDA
Collateral Asset Definition (ICAD) Code
|
Remaining
Maturity in Years
|
S&P
Approved Ratings
Valuation
Percentage
|
S&P
Required Ratings
Valuation
Percentage
|
Xxxxx’x
First
Trigger Valuation Percentage
|
Xxxxx’x
Second
Trigger
Valuation
Percentage
|
Fitch/
DBRS
Valuation
Percentage
|
|
(A) US-CASH
|
N/A
|
100%
|
80%
|
100%
|
100%
|
100%
|
|
(B) US-TBILL
US-TNOTE
US-TBOND
(USDollar
Fixed Rate in all cases)
|
||||||
|
1
or less
|
98.0%
|
78.4%
|
100%
|
100%
|
98.6%
|
|
|
More
than 1 but not more than 2
|
98.0%
|
78.4%
|
100%
|
99%
|
97.3%
|
|
|
More
than 2 but not more than 3
|
98.0%
|
78.4%
|
100%
|
98%
|
95.8%
|
|
|
More
than 3 but not more than 5
|
98.0%
|
78.4%
|
100%
|
97%
|
93.8%
|
|
|
More
than 5 but not more than 7
|
92.6%
|
74.1%
|
100%
|
95%
|
91.4%
|
|
|
More
than 7 but not more than 10
|
92.6%
|
74.1%
|
100%
|
94%
|
90.3%
|
|
|
More
than 10 but not more than 20
|
87.9%
|
70.32%
|
100%
|
89%
|
86.9%
|
|
|
More
than 20
|
84.6%
|
67.6%
|
100%
|
87%
|
84.6%
|
|
|
(C) US-GNMA
US-FNMA
US-FHLMC
(USDollar
Fixed Rate in all cases)
|
||||||
|
1
or less
|
98.0%
|
78.4%
|
100%
|
99%
|
98.0%
|
|
|
More
than 1 but not more than 2
|
98.0%
|
78.4%
|
100%
|
98%
|
96.8%
|
|
|
More
than 2 but not more than 3
|
98.0%
|
78.4%
|
100%
|
97%
|
96.3%
|
|
|
More
than 3 but not more than 5
|
98.0%
|
78.4%
|
100%
|
96%
|
92.5%
|
|
|
More
than 5 but not more than 7
|
92.6%
|
74.1%
|
100%
|
94%
|
90.3%
|
|
|
More
than 7 but not more than 10
|
92.6%
|
74.1%
|
100%
|
93%
|
86.9%
|
|
|
More
than 10 but not more than 20
|
82.6%
|
66.0%
|
100%
|
88%
|
81.6%
|
|
|
More
than 20
|
77.9%
|
62.3%
|
100%
|
86%
|
77.9%
|
|
|
Other
items not listed above
(1)
|
0%
|
0%
|
0%
|
0%
|
IN
WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
representatives as of the date of the Agreement.
|
SWISS
RE FINANCIAL PRODUCTS CORPORATION
|
CITIBANK,
N.A., NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST
TRUSTEE
ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO
THE CITIGROUP
MORTGAGE LOAN TRUST 2007-WFHE3, ASSET-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2007-WFHE3
|
|||
|
By:
|
By:
|
|||
|
Name:
|
Name:
|
|||
|
Title:
|
Title:
|
|||
|
Date:
|
Date:
|
|||
SCHEDULE
1
MORTGAGE
LOAN SCHEDULE
As
filed
on June 27, 2007.
SCHEDULE
2
PREPAYMENT
CHARGE SCHEDULE
AVAILABLE
UPON REQUEST
