CITIGROUP MORTGAGE LOAN TRUST INC. Depositor CITIMORTGAGE, INC. Master Servicer and Trust Administrator CITIBANK, N.A. Paying Agent, Certificate Registrar and Authenticating Agent and Trustee POOLING AND SERVICING AGREEMENT Dated as of October 1, 2007...
CITIGROUP
MORTGAGE LOAN TRUST INC.
Depositor
CITIMORTGAGE,
INC.
Master
Servicer and Trust Administrator
CITIBANK,
N.A.
Paying
Agent, Certificate Registrar and Authenticating Agent
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
_________________________________________
POOLING
AND SERVICING AGREEMENT
Dated
as
of October 1, 2007
_________________________________________
Mortgage
Pass-Through Certificates
Series
2007-10
TABLE
OF CONTENTS
ARTICLE
I
|
|
DEFINITIONS
|
|
SECTION
1.01
|
Defined
Terms.
|
SECTION
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
SECTION
2.02
|
Acceptance
of the Trust Fund by the Trustee.
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Seller or the
Depositor.
|
SECTION
2.04
|
Reserved.
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Master Servicer.
|
SECTION
2.06
|
Issuance
of the Certificates.
|
SECTION
2.07
|
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by
the
Trustee.
|
SECTION
2.08
|
Execution
of Swap Agreement by the Grantor Trust Trustee.
|
SECTION
2.09
|
Grantor
Trust Designations.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
SECTION
3.01
|
Master
Servicer to Act as Master Servicer.
|
SECTION
3.02
|
Sub-Servicing
Agreements Between the Master Servicer and
Sub-Servicers.
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
SECTION
3.04
|
Liability
of the Master Servicer.
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or Certificateholders.
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
SECTION
3.09
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
SECTION
3.10
|
Collection
Account and Distribution Account.
|
SECTION
3.11
|
Withdrawals
from the Collection Account and Distribution Account.
|
SECTION
3.12
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
SECTION
3.13
|
Maintenance
of the Primary Mortgage Insurance Policies; Collections
Thereunder.
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
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 Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
SECTION
3.25
|
Obligations
of the Master Servicer in Respect of Monthly Payments.
|
SECTION
3.26
|
Floater
Cap Carryover Reserve Account.
|
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
|
|
SECTION
4.01
|
Distributions.
|
SECTION
4.02
|
Statements
to Certificateholders.
|
SECTION
4.03
|
Remittance
Reports; P&I Advances.
|
SECTION
4.04
|
Allocation
of Extraordinary Trust Fund Expenses and Realized
Losses.
|
SECTION
4.05
|
Compliance
with Withholding Requirements.
|
SECTION
4.06
|
Commission
Reporting.
|
SECTION
4.07
|
Distributions
and Allocations of Realized Losses on the REMIC Regular
Interests.
|
SECTION
4.08
|
Grantor
Trust Reporting.
|
SECTION
4.09
|
Reserved.
|
SECTION
4.10
|
Swap
Agreement; Establishment of Swap Account and Grantor
Trust.
|
SECTION
4.11
|
Swap
Credit Support Annex.
|
SECTION
4.12
|
Distributions
from Grantor Trust.
|
ARTICLE
V
THE
CERTIFICATES
|
|
SECTION
5.01
|
The
Certificates.
|
SECTION
5.02
|
Registration
of Transfer and Exchange of Certificates.
|
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
SECTION
5.04
|
Persons
Deemed Owners.
|
SECTION
5.05
|
Certain
Available Information.
|
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
|
|
SECTION
6.01
|
Liability
of the Depositor and the Master Servicer.
|
SECTION
6.02
|
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Master Servicer and
Others.
|
SECTION
6.04
|
Limitation
on Resignation of the Master Servicer.
|
SECTION
6.05
|
Rights
of the Depositor in Respect of the Master Servicer.
|
SECTION
6.06
|
Reserved.
|
SECTION
6.07
|
Reserved.
|
SECTION
6.08
|
Reserved.
|
ARTICLE
VII
DEFAULT
|
|
SECTION
7.01
|
Master
Servicer Events of Default.
|
SECTION
7.02
|
Trustee
to Act; Appointment of Successor.
|
SECTION
7.03
|
Notification
to Certificateholders.
|
SECTION
7.04
|
Waiver
of Master Servicer Events of Default.
|
ARTICLE
VIII
CONCERNING
THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR AND THE AUTHENTICATING AGENT
|
|
SECTION
8.01
|
Duties
of Trustee, Trust Administrator and Others.
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee, the Trust Administrator and
Others.
|
SECTION
8.03
|
Trustee,
Trust Administrator and Others not Liable for Certificates or Mortgage
Loans.
|
SECTION
8.04
|
Trustee,
Trust Administrator and Others May Own Certificates.
|
SECTION
8.05
|
Trustee’s,
Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate
Registrar’s and 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
|
Appointment
and Removal of Paying Agent, Authenticating Agent and Certificate
Registrar.
|
SECTION
8.15
|
No
Trustee Liability for Actions or Inactions of
Custodian.
|
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
|
Master
Servicer and Trust Administrator Indemnification.
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
|
SECTION
11.01
|
Amendment.
|
SECTION
11.02
|
Recordation
of Agreement; Counterparts.
|
SECTION
11.03
|
Limitation
on Rights of Certificateholders.
|
SECTION
11.04
|
Governing
Law.
|
SECTION
11.05
|
Notices.
|
SECTION
11.06
|
Severability
of Provisions.
|
SECTION
11.07
|
Notice
to Rating Agencies.
|
SECTION
11.08
|
Article
and Section References.
|
SECTION
11.09
|
Grant
of Security Interest.
|
SECTION
11.10
|
Intention
of the Parties and Interpretation.
|
EXHIBITS
A-1
|
Form
of Class 1A1A Certificate
|
|
Exhibit
|
A-2
|
Form
of Class 1A1B Certificate
|
Exhibit
|
A-3
|
Form
of Class 1B1 Certificate
|
Exhibit
|
A-4
|
Form
of Class 1B2 Certificate
|
Exhibit
|
A-5
|
Form
of Class 1B3 Certificate
|
Exhibit
|
A-6
|
Form
of Class 1B4 Certificate
|
Exhibit
|
A-7
|
Form
of Class 1B5 Certificate
|
Exhibit
|
A-8
|
Form
of Class 1B6 Certificate
|
Exhibit
|
A-9
|
Form
of Class 1R Certificate
|
Exhibit
|
A-10
|
Form
of Class 2A1A Certificate
|
Exhibit
|
A-11
|
Form
of Class 22AA Certificate
|
Exhibit
|
A-12
|
Form
of Class 2A2A Certificate
|
Exhibit
|
A-13
|
Form
of Class 2A2B Certificate
|
Exhibit
|
A-14
|
Form
of Class 212B Certificate
|
Exhibit
|
A-15
|
Form
of Class 2A2IO Certificate
|
Exhibit
|
A-16
|
Form
of Class 2A3A Certificate
|
Exhibit
|
A-17
|
Form
of Class 2A3B Certificate
|
Exhibit
|
A-18
|
Form
of Class 2A3IO Certificate
|
Exhibit
|
A-19
|
Form
of Class 2A4A Certificate
|
Exhibit
|
A-20
|
Form
of Class 2A4B Certificate
|
Exhibit
|
A-21
|
Form
of Class 2A5A Certificate
|
Exhibit
|
A-22
|
Form
of Class 2A5B Certificate
|
Exhibit
|
A-23
|
Form
of Class 2B1 Certificate
|
Exhibit
|
A-24
|
Form
of Class 2B2 Certificate
|
Exhibit
|
A-25
|
Form
of Class 2B3 Certificate
|
Exhibit
|
A-26
|
Form
of Class 2B4 Certificate
|
Exhibit
|
A-27
|
Form
of Class 2B5 Certificate
|
Exhibit
|
A-28
|
Form
of Class 2B6 Certificate
|
Exhibit
|
A-29
|
Form
of Class 2R Certificate
|
Exhibit
|
A-30
|
Form
of Class 31AA Certificate
|
Exhibit
|
A-31
|
Form
of Class 3A1A Certificate
|
Exhibit
|
A-32
|
Form
of Class 3A1B Certificate
|
Exhibit
|
A-33
|
Form
of Class 3A1C Certificate
|
Exhibit
|
A-34
|
Form
of Class 31AB Certificate
|
Exhibit
|
A-35
|
Form
of Class 3A1IO Certificate
|
Exhibit
|
A-36
|
Form
of Class 3A2A Certificate
|
Exhibit
|
A-37
|
Form
of Class 3A2B Certificate
|
Exhibit
|
A-38
|
Form
of Class 3A3A Certificate
|
Exhibit
|
A-39
|
Form
of Class 3A3B Certificate
|
Exhibit
|
A-40
|
Form
of Class 3B1 Certificate
|
Exhibit
|
A-41
|
Form
of Class 3B2 Certificate
|
Exhibit
|
A-42
|
Form
of Class 3B3 Certificate
|
Exhibit
|
A-43
|
Form
of Class 3B4 Certificate
|
Exhibit
|
A-44
|
Form
of Class 3B5 Certificate
|
Exhibit
|
A-45
|
Form
of Class 3B6 Certificate
|
Exhibit
|
A-46
|
Form
of Class 3P Certificate
|
Exhibit
|
A-47
|
Form
of Class 3R 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 Mortgage Loan Purchase Agreement
|
Exhibit
|
E
|
Request
for Release
|
Exhibit
|
F-1
|
Form
of Transferor Representation Letter and Form of Transferee Representation
Letter in Connection with Transfer of the Private Certificates Pursuant
to
Rule 144A Under the 1933 Act
|
Exhibit
|
F-2
|
Form
of Transfer Affidavit and Agreement and Form of Transferor Affidavit
in
Connection with Transfer of Residual Certificates
|
Exhibit
|
G
|
Form
of Certification with respect to ERISA and the Code
|
Exhibit
|
H
|
Form
of Master Servicer Certification
|
Exhibit
|
I
|
Form
of Back-up Certification
|
Exhibit
|
J
|
Form
of Swap Agreement
|
Schedule
|
1
|
Mortgage
Loan Schedule
|
This
Pooling and Servicing Agreement, is dated and effective as of October 1, 2007,
among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC.,
as
Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent,
Certificate Registrar and Authenticating Agent and U.S. BANK NATIONAL
ASSOCIATION, as Trustee.
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates to be issued hereunder
in
multiple classes, which in the aggregate will evidence the entire beneficial
ownership interest in each REMIC (as defined herein) created hereunder. The
Trust Fund will consist of (i) a segregated pool of assets comprised of the
Mortgage Loans and certain other related assets subject to this Agreement and
(ii) the Swap Agreement and the proceeds thereof, which will be treated as
a
grantor trust under subpart E of Part I of subchapter J of the Code and that
the
beneficial interests therein will be represented by the Group 3 Floating Rate
Certificates.
REMIC
I
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Group 1 Mortgage Loans and certain other related
assets subject to this Agreement as a REMIC (as defined herein) for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC I”. The Class 1R Certificates 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 Pass-Through
Rate, the initial Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the Classes of Certificates that evidence “regular interests”
or “residual interests” in REMIC I.
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
Class
1A1A
|
Variable
(2)
|
$
|
190,071,000.00
|
May
2037
|
|||
Class
1A1B
|
Variable
(3)
|
$
|
11,169,000.00
|
May
2037
|
|||
Class
1B1
|
Variable
(2)
|
$
|
2,378,000.00
|
May
2037
|
|||
Class
1B2
|
Variable
(2)
|
$
|
1,241,000.00
|
May
2037
|
|||
Class
1B3
|
Variable
(2)
|
$
|
517,000.00
|
May
2037
|
|||
Class
1B4
|
Variable
(2)
|
$
|
931,000.00
|
May
2037
|
|||
Class
1B5
|
Variable
(2)
|
$
|
310,000.00
|
May
2037
|
|||
Class
1B6
|
Variable
(2)
|
$
|
207,370.00
|
May
2037
|
|||
Class
1R
|
Variable
(2)
|
$
|
100.37
|
May
2037
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the month of the maturity
date
for the Group 1 Mortgage Loan with the latest maturity date has been
designated as the “latest possible maturity date” for each Class of Group
1 Certificates.
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
REMIC
II-A
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Group 2 Mortgage Loans and certain other related
assets subject to this Agreement as a REMIC (as defined herein) for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC II-A”. The Class R-IIA Residual Interest will be the sole class of
“residual interests” in REMIC II-A for purposes of the REMIC Provisions (as
defined herein). The following table irrevocably sets forth the designation,
the
REMIC II-A Remittance Rate, the initial Uncertificated Balance and, for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the REMIC II-A Regular Interests (as defined
herein). None of the REMIC II-A Regular Interests will be
certificated.
Designation
|
REMIC
II-A Remittance Rate
|
Initial
Uncertificated Balance
|
Latest
Possible Maturity Date(1)
|
||||
LT-1A
|
(2)
|
$25,568.38
|
October
2037
|
||||
LT-1B
|
(2)
|
$567,368.38
|
October
2037
|
||||
LT-2A
|
(2)
|
$2,392,301.63
|
October
2037
|
||||
LT-2B
|
(2)
|
$53,162,501.63
|
October
2037
|
||||
LT-3A
|
(2)
|
$134,425.78
|
October
2037
|
||||
LT-3B
|
(2)
|
$2,987,225.78
|
October
2037
|
||||
LT-4A
|
(2)
|
$170,213.05
|
October
2037
|
||||
LT-4B
|
(2)
|
$3,781,423.05
|
October
2037
|
||||
LT-5A
|
(2)
|
$157,030.41
|
October
2037
|
||||
LT-5B
|
(2)
|
$3,489,530.41
|
October
2037
|
||||
LT-ZZ
|
(2)
|
$573,012,803.53
|
October
2037
|
||||
LT-R
|
(2)
|
$100.33
|
October
2037
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the month of the maturity
date
for the Group 1 Mortgage Loan with the latest maturity date has
been
designated as the “latest possible maturity date” for each Class of Group
1 Certificates.
|
(2)
|
Calculated
in accordance with the definition of “REMIC II-A Remittance Rate”
herein.
|
REMIC
II-B
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC II-A Regular Interests subject to this
Agreement as a REMIC (as defined herein) for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC II-B”. The Class
R-IIB Residual Interest will be the sole class of “residual interests” in REMIC
II-B for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the REMIC II-B Remittance Rate,
the initial Uncertificated Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC II-B Regular Interests (as defined herein). None of
the REMIC II-B Regular Interests will be certificated.
Designation
|
REMIC
II-B Remittance Rate(2)
|
|
Initial
Uncertificated Balance
|
Latest
Possible Maturity Date(1)
|
|||
LT2A1A
|
Variable
|
$5,162,000.00
|
October
2037
|
||||
LT22AA
|
Variable
|
$377,958,000.00
|
October
2037
|
||||
LT2A2A
|
Variable
|
$100,000,000.00
|
October
2037
|
||||
LT2A2B
|
Variable
|
$5,820,000.00
|
October
2037
|
||||
LT212B(1)
|
Variable
|
$256,000.00
|
October
2037
|
||||
LT22AB(2)
|
Variable
|
$23,924,000.00
|
October
2037
|
||||
LT2A3A
|
Variable
|
$27,183,000.00
|
October
2037
|
||||
LT2A3B
|
Variable
|
$1,345,000.00
|
October
2037
|
||||
LT2A4A
|
Variable
|
$34,409,000.00
|
October
2037
|
||||
LT2A4B
|
Variable
|
$1,703,000.00
|
October
2037
|
||||
LT2A5A
|
Variable
|
$31,754,000.00
|
October
2037
|
||||
LT2A5B
|
Variable
|
$1,571,000.00
|
October
2037
|
||||
LT2-B1
|
Variable
|
$100.33
|
October
2037
|
||||
LT2-B2
|
Variable
|
$11,838,000.00
|
October
2037
|
||||
LT2-B3
|
Variable
|
$5,439,000.00
|
October
2037
|
||||
LT2-B4
|
Variable
|
$2,560,000.00
|
October
2037
|
||||
LT2-B5
|
Variable
|
$5,119,000.00
|
October
2037
|
||||
LT2-B6
|
Variable
|
$1,599,000.00
|
October
2037
|
||||
LT2-R
|
Variable
|
$2,240,392.00
|
October
2037
|
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the month of the maturity date for
the
Group 2 Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Class of Group 2
Certificates.
(2) Calculated
in accordance with the definition of “REMIC II-B Remittance Rate”
herein.
REMIC
II-C
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC II-B Regular Interests subject to this
Agreement as a REMIC (as defined herein) for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC II-C”. The Class
R-IIC Residual Interest will be the sole class of “residual interests” in REMIC
II-C for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the Pass-Through Rate, the Initial
Certificate Principal Balance or Component Principal Balance and, for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the Classes of Certificates or Components
thereof that evidence “regular interests” or “residual interests” in REMIC
II-C.
Designation
|
Pass-Through
Rate(2)
|
|
Initial
Certificate Principal Balance or
Component Principal Balance |
Latest
Possible Maturity Date(1)
|
|||
Class
2A1A
|
Variable
|
$5,162,000.00
|
October
2037
|
||||
Class
22AA
|
Variable
|
$377,958,000.00
|
October
2037
|
||||
Class
2A2A
|
Variable
|
$100,000,000.00
|
October
2037
|
||||
Class
2A2B
|
Variable
|
$5,820,000.00
|
October
2037
|
||||
Class
2A2IO
|
Variable
|
(3)
|
October
2037
|
||||
Class
2A3A
|
Variable
|
$256,000.00
|
October
2037
|
||||
2A1B
Component
|
Variable
|
$23,924,000.00
|
October
2037
|
||||
22AB
Component
|
Variable
|
$27,183,000.00
|
October
2037
|
||||
Class
2A3B
|
Variable
|
$1,345,000.00
|
October
2037
|
||||
Class
2A3IO
|
Variable
|
(3)
|
October
2037
|
||||
Class
2A4A
|
Variable
|
$34,409,000.00
|
October
2037
|
||||
Class
2A4B
|
Variable
|
$1,703,000.00
|
October
2037
|
||||
Class
2A5A
|
Variable
|
$31,754,000.00
|
October
2037
|
||||
Class
2A5B
|
Variable
|
$1,571,000.00
|
October
2037
|
||||
Class
2B1
|
Variable
|
$11,838,000.00
|
October
2037
|
||||
Class
2B2
|
Variable
|
$5,439,000.00
|
October
2037
|
||||
Class
2B3
|
Variable
|
$2,560,000.00
|
October
2037
|
||||
Class
2B4
|
Variable
|
$5,119,000.00
|
October
2037
|
||||
Class
2B5
|
Variable
|
$1,599,000.00
|
October
2037
|
||||
Class
2B6
|
Variable
|
$2,240,392.00
|
October
2037
|
||||
Class
2R
|
Variable
|
$100.33
|
October
2037
|
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the month of the maturity date for
the
Group 2 Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Class of Group 2
Certificates.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) This
Class of Certificates is an Interest Only Certificate and will not have a
Certificate Principal Balance. This Certificate will accrue interest on the
Notional Amount thereof. The Notional Amount of this Class of
Certificates will be calculated for each Distribution Date as set forth
herein.
REMIC
III-A
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Group 3 Mortgage Loans (exclusive of the Floater
Cap
Carryover Reserve Account, the Swap Agreement, the Swap Account and the Grantor
Trust) and certain other related assets subject to this Agreement as a REMIC
(as
defined herein) for federal income tax purposes, and such segregated pool of
assets will be designated as “REMIC III-A”. The Class R-IIIA Residual Interest
will be the sole class of “residual interests” in REMIC III-A for purposes of
the REMIC Provisions (as defined herein). The following table irrevocably sets
forth the designation, the REMIC III-A Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
REMIC III-A Regular Interests (as defined herein). None of the REMIC III-A
Regular Interests will be certificated.
Designation
|
REMIC
III-A Remittance Rate
|
Initial
Uncertificated Balance
|
Latest
Possible Maturity Date(1)
|
||||
LT-1A
|
(2)
|
$2,683,656.53
|
October
2037
|
||||
LT-1B
|
(2)
|
$24,734,156.53
|
October
2037
|
||||
LT-2A
|
(2)
|
$121,196.67
|
October
2037
|
||||
LT-2B
|
(2)
|
$1,116,796.67
|
October
2037
|
||||
LT-3A
|
(2)
|
$392,435.61
|
October
2037
|
||||
LT-3B
|
(2)
|
$3,616,455.56
|
October
2037
|
||||
LT-ZZ
|
(2)
|
$262,009,190.45
|
October
0000
|
||||
XX-X
|
(2)
|
$100.00
|
October
2037
|
||||
LT-R
|
(2)
|
$99.51
|
October
2037
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the month of the maturity
date
for the Group 3 Mortgage Loan with the latest maturity date has been
designated as the “latest possible maturity date” for each REMIC III-A
Regular Interest.
|
(2)
|
Calculated
in accordance with the definition of “REMIC III-A Remittance Rate”
herein.
|
REMIC
III-B
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC III-A Regular Interests subject to this
Agreement as a REMIC (as defined herein) for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC III-B”. The Class
R-IIIB Residual Interest will be the sole class of “residual interests” in REMIC
III-B for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, REMIC III-B Remittance Rate,
the
initial Uncertificated Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC III-B Regular Interests (as defined herein). None
of the REMIC III-B Regular Interests will be certificated.
Designation
|
REMIC
III-B
Remittance Rate(2) |
|
Initial
Uncertificated Balance
|
Latest
Possible Maturity Date(1)
|
||||
LT31AA
|
Variable
|
$25,000,000.00
|
October
2037
|
|||||
LT3A1A
|
Variable
|
$118,475,000.00
|
October
2037
|
|||||
LT3A1B
|
Variable
|
$32,310,000.00
|
October
2037
|
|||||
LT3A1C
|
Variable
|
$17,883,000.00
|
October
2037
|
|||||
LT31AB
|
Variable
|
$26,837,000.00
|
October
2037
|
|||||
LT3A2A
|
Variable
|
$8,744,000.00
|
October
2037
|
|||||
LT3A2B
|
Variable
|
$1,212,000.00
|
October
2037
|
|||||
LT3A3A
|
Variable
|
$28,315,000.00
|
October
2037
|
|||||
LT3A3B
|
Variable
|
$3,925,000.00
|
October
2037
|
|||||
LT3B1
|
Variable
|
$18,712,000.00
|
October
2037
|
|||||
LT3B2
|
Variable
|
$3,242,000.00
|
October
2037
|
|||||
LT3B3
|
Variable
|
$1,768,000.00
|
October
2037
|
|||||
LT3B4
|
Variable
|
$2,504,000.00
|
October
2037
|
|||||
LT3B5
|
Variable
|
$2,652,000.00
|
October
2037
|
|||||
LT3B6
|
Variable
|
$3,094,888.00
|
October
2037
|
|||||
LT3P
|
Variable
|
$100.00
|
October
2037
|
|||||
LT3R
|
Variable
|
$99.51
|
October
2037
|
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the month of the maturity date for
the
Group 3 Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Class of Group 3
Certificates.
(2) Calculated
in accordance with the definition of “REMIC III-B Remittance Rate”
herein.
REMIC
III-C
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC III-B Regular Interests subject to this
Agreement as a REMIC (as defined herein) for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC III-C”. The Class
R-IIIC Residual Interest will be the sole class of “residual interests” in REMIC
III-C for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the Pass-Through Rate, the Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the Classes of Certificates or Underlying Interests that evidence
“regular interests” or “residual interests” in REMIC III-C.
Designation
|
Pass-Through
Rate(2)
|
|
Initial
Certificate Principal Balance
|
Latest
Possible Maturity Date(1)
|
|||
Class
31AA Underlying Interest
|
Variable
|
$25,000,000.00
|
October
2037
|
||||
Class
3A1A Underlying Interest
|
Variable
|
$118,475,000.00
|
October
2037
|
||||
Class
3A1B Underlying Interest
|
Variable
|
$32,310,000.00
|
October
2037
|
||||
Class
3A1C Underlying Interest
|
Variable
|
$17,883,000.00
|
October
2037
|
||||
Class
31AB Underlying Interest
|
Variable
|
$26,837,000.00
|
October
2037
|
||||
Class
3A1IO
|
Variable
|
(3)
|
October
2037
|
||||
Class
3A2A
|
Variable
|
$8,744,000.00
|
October
2037
|
||||
Class
3A2B
|
Variable
|
$1,212,000.00
|
October
2037
|
||||
Class
3A3A
|
Variable
|
$28,315,000.00
|
October
2037
|
||||
Class
3A3B
|
Variable
|
$3,925,000.00
|
October
2037
|
||||
Class
3B1
|
Variable
|
$18,712,000.00
|
October
2037
|
||||
Class
3B2
|
Variable
|
$3,242,000.00
|
October
2037
|
||||
Class
3B3
|
Variable
|
$1,768,000.00
|
October
2037
|
||||
Class
3B4
|
Variable
|
$2,504,000.00
|
October
2037
|
||||
Class
3B5
|
Variable
|
$2,652,000.00
|
October
2037
|
||||
Class
3B6
|
Variable
|
$3,094,888.00
|
October
2037
|
||||
Class
3P
|
Variable
|
$100.00
|
October
2037
|
||||
Class
3R
|
Variable
|
$99.51
|
October
2037
|
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the month of the maturity date for
the
Group 3 Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Class of Group 3 Certificates or
Underlying Interest.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) This
Class of Certificates is an Interest Only Certificate and will not have a
Certificate Principal Balance. This Certificate will accrue interest on the
Notional Amount thereof. The Notional Amount of this Class of
Certificates will be calculated for each Distribution Date as set forth
herein.
As
of the
Cut-off Date, the Group 1 Mortgage Loans had an aggregate Scheduled Principal
Balance equal to $206,824,470.37. As of the Cut-off Date,
the Group 2 Mortgage Loans had an aggregate Scheduled Principal Balance equal
to
$639,880,492.33. As of the Cut-off Date, the Group 2-1 Mortgage Loans
had an aggregate Scheduled Principal Balance equal
to $5,673,683.76. As of the Cut-off Date, the Group 2-2
Mortgage Loans had an aggregate Scheduled Principal Balance equal
to $531,625,016.28. As of the Cut-off Date, the Group 2-3
Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$29,872,257.78. As of the Cut-off Date, the Group 2-4 Mortgage Loans
had an aggregate Scheduled Principal Balance equal to
$37,814,230.46. As of the Cut-off Date, the Group 2-5 Mortgage Loans
had an aggregate Scheduled Principal Balance equal to $
34,895,304.05. As of the Cut-off Date, the Group 3 Mortgage Loans had
an aggregate Scheduled Principal Balance equal to $294,674,087.51. As
of the Cut-off Date, the Group 3-1 Mortgage Loans had an aggregate Scheduled
Principal Balance equal to $247,341,565.26. As of the Cut-off Date,
the Group 3-2 Mortgage Loans had an aggregate Scheduled Principal Balance equal
to $11,167,966.69. As of the Cut-off Date, the Group 3-3 Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$36,164,555.56.
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Trust Administrator, the Paying Agent, the Authenticating
Agent, the Certificate Registrar and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
SECTION
1.01
|
Defined
Terms.
|
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein other than the Group 3 Floating
Rate Certificates shall be made on the basis of a 360-day year consisting of
twelve 30-day months.
“Adjustable-Rate
Mortgage Loan”: Each Group 2 Mortgage Loan and Group 3 Mortgage
Loan.
“Adjustment
Amount”: With respect to each Collateral Pool and each anniversary of the
Cut-off Date, an amount equal to the greatest of (i) 1.00% multiplied by the
aggregate outstanding principal balance of the related Mortgage Loans, (ii)
the
aggregate outstanding principal balance of the related Mortgage Loans secured
by
Mortgaged Properties located in the California postal zip code area in which
the
highest percentage of related Mortgage Loans based on outstanding principal
balance are located and (iii) two times the outstanding principal balance of
the
related Mortgage Loan having the largest outstanding principal balance, in
each
case as of such anniversary of the Cut-off Date.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of a Mortgage Loan changes pursuant to the
related Mortgage Note. The first Adjustment Date following the Cut-off Date
as
to each Mortgage Loan is set forth in the Mortgage Loan Schedule.
“Affected
Party”: As defined in the Swap Agreement.
“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of
this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.
“Aggregate
Senior Percentage”: With respect to any Distribution Date and
any Collateral Pool, the lesser of (a) 100% and (b) a fraction, expressed as
a
percentage, the numerator of which is the aggregate Certificate Principal
Balance of the related Senior Certificates for such Distribution Date and the
denominator of which is the sum of (i) the aggregate Scheduled Principal Balance
of the related Mortgage Loans as of the first day of the related Due Period,
plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in
such Collateral Pool.
“Aggregate
Subordinate Percentage”: With respect to any Distribution Date
and the Group 1 Subordinate Certificates, 100% minus the Aggregate
Senior Percentage for the Group 1 Mortgage Loans for such Distribution
Date. With respect to any Distribution Date and the Group
2 Subordinate Certificates, 100% minus the Aggregate Senior Percentage for
the
Group 2 Mortgage Loans for such Distribution Date. With respect to
any Distribution Date and the Group 3 Subordinate Certificates, 100% minus
the
Aggregate Senior Percentage for the Group 3 Mortgage Loans for such Distribution
Date.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“American
Home”: American Home Mortgage Corp., or its successor in interest.
“American
Home Mortgage Loans”: The Mortgage Loans originated by American Home and
serviced by Xxxxx Fargo and CitiMortgage pursuant to the Initial Sub-Servicing
Agreements to which it is a party.
“Argent”:
Argent Mortgage Company, LLC, or its successor in interest.
“Argent
Mortgage Loans”: The Mortgage Loans originated by Argent and serviced by Citi
Residential pursuant to the Initial Sub-Servicing Agreement to which it is
a
party.
“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.
“Authenticating
Agent”: Citibank, or its successor in interest, or any successor authenticating
agent appointed as herein provided.
“Available
Distribution Amount”: With respect to Collateral Pool 1 and a
Distribution Date, the Group 1 Available Distribution Amount for such
Distribution Date. With respect to any Loan Group within Collateral
Pool 2 and a Distribution Date, the Group 2 Available Distribution Amount for
such Distribution Date. With respect to any Loan Group within
Collateral Pool 3 and a Distribution Date, the Group 3 Available Distribution
Amount for such Distribution Date.
“Back-up
Certification”: If the Master Servicer is not an affiliate of the
Trust Administrator, a written certification, substantially in the form attached
hereto as Exhibit I, signed by an officer of the Trust
Administrator.
“Bankruptcy
Amount”: As of any date of determination, with respect to Collateral Pool 1, an
amount equal to the excess, if any, of (A) $100,000 over (B) the aggregate
amount of Bankruptcy Losses allocated solely to the related Subordinate
Certificates in accordance with Section 4.04. As of any date of
determination, with respect to Collateral Pool 2, an amount equal to the excess,
if any, of (A) $ 274,003 over (B) the aggregate amount of Bankruptcy Losses
allocated solely to the related Subordinate Certificates in accordance with
Section 4.04. As of any date of determination, with respect to
Collateral Pool 3, an amount equal to the excess, if any, of (A) $132,935 over
(B) the aggregate amount of Bankruptcy Losses allocated solely to the related
Subordinate Certificates in accordance with Section 4.04.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates will be all Classes of the
Certificates other than the Class 3P Certificates and the Residual
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, each state in which
any
Initial Sub-Servicer conducts its business, the State of Missouri, the State
of
Texas, the city in which the Corporate Trust Office of the Trustee or the
Corporate Trust Office of the Paying Agent is located are authorized or
obligated by law or executive order to be closed.
“Capitalization
Modification ”: Any modification of a Mortgage Loan which adds to the unpaid
principal balance of such Mortgage Loan the amount of any unpaid Monthly
Payments and/or the amount of costs and expenses incurred in servicing such
Mortgage Loan, including, but not limited to, tax and insurance advances, other
costs of the preservation, restoration and protection of the related Mortgaged
Property and any enforcement or judicial proceedings advanced by the Master
Servicer or the related Sub-Servicer on the Mortgagor’s behalf.
“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.
“Cenlar”:
Cenlar FSB, or its successor in interest.
“Certificate”:
Any one of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
Certificates, Series 2007-10, issued under this Agreement.
“Certificate
Factor”: With respect to any Class of Certificates as of any Distribution Date,
a fraction, expressed as a decimal carried to six places, the numerator of
which
is the aggregate Certificate Principal Balance or Notional Amount of such Class
of Certificates on such Distribution Date (after giving effect to any
distributions of principal and allocations of Realized Losses and Extraordinary
Trust Fund Expenses in reduction of the Certificate Principal Balance or
Notional Amount of such Class of Certificates to be made on such Distribution
Date), and the denominator of which is the initial aggregate Certificate
Principal Balance or Notional Amount of such Class of Certificates as of the
Closing Date.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor or the Master
Servicer or any Affiliate thereof shall be deemed not to be outstanding and
the
Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent has been obtained, except as otherwise provided in
Section 11.01. The Trustee and the Trust Administrator may conclusively rely
upon a certificate of the Depositor or the Master Servicer in determining
whether a Certificate is held by an Affiliate thereof. All references herein
to
“Holders” or “Certificateholders” shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee and the Trust Administrator shall be required to
recognize as a “Holder” or “Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register. Where the
context requires, “Holder” or “Certificateholder,” when used in reference to a
Component, means the holder of the Class of Certificates of which such Component
is a Component.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent.
“Certificate
Principal Balance”: With respect to any Certificate (other than an Interest Only
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, reduced by the aggregate
of (a) all distributions of principal made thereon on such immediately prior
Distribution Date and (b) without duplication of amounts described in clause
(a)
above, reductions in the Certificate Principal Balance thereof in connection
with allocations thereto of Realized Losses on the Mortgage Loans and
Extraordinary Trust Fund Expenses on such immediately prior Distribution Date
(or, in the case of any date of determination up to and including the initial
Distribution Date, the initial Certificate Principal Balance of such
Certificate, as stated on the face thereof). The Certificate Principal Balance
of any Class of Certificates (other than any Class of Interest Only
Certificates) as of any date of determination is equal to the aggregate of
the
Certificate Principal Balances of the Certificates of such Class. The
Certificate Principal Balance of each class of the Group 3 Floating Rate
Certificates shall be equal to, at all times, the Uncertificated Balance of
the
Corresponding Underlying Interest. Notwithstanding any of the foregoing, the
Certificate Principal Balance of a Subordinate Certificate relating to a
Collateral Pool outstanding with the highest numerical designation at any given
time shall not be greater than the Percentage Interest evidenced by such
Certificate multiplied by the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans in such Collateral Pool over (B) the
then aggregate Certificate Principal Balances of all other Classes of
Certificates (other than any Class of Interest Only Certificates) relating
to
that Collateral Pool then outstanding. With respect to each Underlying Interest
as of any date of determination, the Certificate Principal Balance of the Class
of Certificates with the same alphanumeric designation.
With
respect to the Group 2-1 Mortgage Loans, references in this prospectus
supplement to the related Class A Certificates mean references to the Class
212B
Certificates only to the extent of the 2A1B Component thereof. With
respect to the Group 2-2 Mortgage Loans, references in this prospectus
supplement to the related Class A Certificates mean references to the Class
212B
Certificates only to the extent of the 22AB Component thereof. With
respect to the Class 212B Certificates, references in this prospectus supplement
to the related mortgage loans mean references to the Group 2-1 Mortgage Loans
(in the case of the 2A1B Component of such class) or to the Group 2-2 Mortgage
Loans (in the case of the 22AB Component of such class).
“Certificate
Register”: The register maintained pursuant to Section 5.02.
“Certificate
Registrar”: Citibank, or its successor in interest, or any successor certificate
registrar appointed as herein provided.
“Citibank”:
Citibank, N.A.
“CitiMortgage”: CitiMortgage,
Inc. in its capacity as an Initial Sub Servicer with respect to the CitiMortgage
Mortgage Loans.
“CitiMortgage
Mortgage Loans”: The Mortgage Loans originated by CitiMortgage and serviced by
CitiMortgage pursuant to the Initial Sub-Servicing Agreement to which it is
a
party.
“Citi
Residential”: Citi Residential Lending, Inc., or its successors in
interest.
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
1A1A Certificate”: Any one of the Class 1A1A Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest
in
REMIC I for purposes of the REMIC Provisions.
“Class
1A1B Certificate”: Any one of the Class 1A1B Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest
in
REMIC I for purposes of the REMIC Provisions.
“Class
1B1 Certificate”: Any one of the Class 1B1 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest
in
REMIC I for purposes of the REMIC Provisions.
“Class
1B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 1B1 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
1B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 1 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
1 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
1B2 Certificate”: Any one of the Class 1B2 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest
in
REMIC I for purposes of the REMIC Provisions.
“Class
1B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 1B2 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
1B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 1 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
1 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
1B3 Certificate”: Any one of the Class 1B3 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest
in
REMIC I for purposes of the REMIC Provisions.
“Class
1B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 1B3 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
1B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 1 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
1 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
1B4 Certificate”: Any one of the Class 1B4 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest
in
REMIC I for purposes of the REMIC Provisions.
“Class
1B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 1B4 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
1B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 1 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
1 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
1B5 Certificate”: Any one of the Class 1B5 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest
in
REMIC I for purposes of the REMIC Provisions.
“Class
1B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 1B5 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
1B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 1 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
1 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
1B6 Certificate”: Any one of the Class 1B6 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest
in
REMIC I for purposes of the REMIC Provisions.
“Class
1B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 1B6 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
1B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 1 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
1 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
1R
Certificate”: Any one of the Class 1R Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-9 and evidencing the ownership of the
Residual Interest in REMIC I.
“Class
2A1A Certificate”: Any one of the Class 2A1A Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-10 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
22AA Certificate”: Any one of the Class 22AA Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-11 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2A2A Certificate”: Any one of the Class 2A2A Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-12 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2A2B Certificate”: Any one of the Class 2A2B Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-13 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
212B Certificate”: Any one of the Class 212B Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-14 and evidencing the 21AB Component
and
the 22AB Component, each such Component, in turn, evidencing a Regular Interest
in REMIC II-C for purposes of the REMIC Provisions.
“Class
2A2IO Certificate”: Any one of the Class 2A2IO Certificates executed by the
Paying Agent and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A-15 and evidencing a
Regular Interest in REMIC II-C for purposes of the REMIC
Provisions.
“Class
2A3A Certificate”: Any one of the Class 2A3A Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-16 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2A3B Certificate”: Any one of the Class 2A3B Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-17 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2A3IO Certificate”: Any one of the Class 2A3IO Certificates executed by the
Paying Agent and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A-18 and evidencing a
Regular Interest in REMIC II-C for purposes of the REMIC
Provisions.
“Class
2A4A Certificate”: Any one of the Class 2A4A Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-19 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2A4B Certificate”: Any one of the Class 2A4B Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-20 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2A5A Certificate”: Any one of the Class 2A5A Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-21 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2A5B Certificate”: Any one of the Class 2A5B Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-22 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2B1 Certificate”: Any one of the Class 2B1 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-23 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2B1 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
2B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 2 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
2 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
2B2 Certificate”: Any one of the Class 2B2 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-24 and evidencing
a Regular Interest in REMIC II-C for purposes of the REMIC
Provisions.
“Class
2B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2B2 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
2B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 2 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
2 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
2B3 Certificate”: Any one of the Class 2B3 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-25 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2B3 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
2B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 2 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
2 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
2B4 Certificate”: Any one of the Class 2B4 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-26 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2B4 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
2B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 2 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
2 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
2B5 Certificate”: Any one of the Class 2B5 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-27 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2B5 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
2B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 2 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
2 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
2B6 Certificate”: Any one of the Class 2B6 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-28 and evidencing a Regular Interest
in
REMIC II-C for purposes of the REMIC Provisions.
“Class
2B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2B6 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
2B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 2 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
2 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
2R
Certificate”: Any one of the Class 2R Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-29 and evidencing the ownership of the
Class R-IIA Residual Interest, the Class R-IIB Residual Interest and the Class
R-IIC Residual Interest.
“Class
31AA Certificate”: Any one of the Class 31AA Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-30 and evidencing (i) ownership of
the
Class 31AA Underlying Interest and (ii) the right to receive payments from
and
the obligation to make payments to the Grantor Trust in respect of the Swap
Agreement.
“Class
31AA Underlying Interest”: An uncertificated interest in the Trust evidencing a
Regular Interest in REMIC III-C.
“Class
3A1A Certificate”: Any one of the Class 3A1A Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-31 and evidencing (i) ownership of
the
Class 3A1A Underlying Interest and (ii) the right to receive payments from
and
the obligation to make payments to the Grantor Trust in respect of the Swap
Agreement.
“Class
3A1A Underlying Interest”: An uncertificated interest in the Trust evidencing a
Regular Interest in REMIC III-C.
“Class
3A1B Certificate”: Any one of the Class 3A1B Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-32 and evidencing (i) ownership of
the
Class 3A1B Underlying Interest and (ii) the right to receive payments from
and
the obligation to make payments to the Grantor Trust in respect of the Swap
Agreement.
“Class
3A1B Underlying Interest”: An uncertificated interest in the Trust evidencing a
Regular Interest in REMIC III-C.
“Class
3A1C Certificate”: Any one of the Class 3A1C Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-33 and evidencing (i) ownership of
the
Class 3A1C Underlying Interest and (ii) the right to receive payments from
and
the obligation to make payments to the Grantor Trust in respect of the Swap
Agreement.
“Class
3A1C Underlying Interest”: An uncertificated interest in the Trust evidencing a
Regular Interest in REMIC III-C.
“Class
31AB Certificate”: Any one of the Class 31AB Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-34 and evidencing (i) ownership of
the
Class 31AB Underlying Interest and (ii) the right to receive payments from
and
the obligation to make payments to the Grantor Trust in respect of the Swap
Agreement.
“Class
31AB Underlying Interest”: An uncertificated interest in the Trust evidencing a
Regular Interest in REMIC III-C.
“Class
3A1IO Certificate”: Any one of the Class 3A1IO Certificates executed by the
Paying Agent and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A-35 and evidencing (i)
a
Regular Interest in REMIC III-C for purposes of the REMIC Provisions and (ii)
the obligation to pay the Floater Cap Carryover Amount.
“Class
3A2A Certificate”: Any one of the Class 3A2A Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-36 and evidencing a Regular Interest
in
REMIC III-C for purposes of the REMIC Provisions.
“Class
3A2B Certificate”: Any one of the Class 3A2B Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-37 and evidencing a Regular Interest
in
REMIC III-C for purposes of the REMIC Provisions.
“Class
3A3A Certificate”: Any one of the Class 3A3A Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-38 and evidencing a Regular Interest
in
REMIC III-C for purposes of the REMIC Provisions.
“Class
3A3B Certificate”: Any one of the Class 3A3B Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-39 and evidencing a Regular Interest
in
REMIC III-C for purposes of the REMIC Provisions.
“Class
3B1 Certificate”: Any one of the Class 3B1 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-40 and evidencing a Regular Interest
in
REMIC III-C for purposes of the REMIC Provisions.
“Class
3B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 3B1 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
3B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 3 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
3 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
3B2 Certificate”: Any one of the Class 3B2 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-41 and evidencing
a Regular Interest in REMIC III-C for purposes of the REMIC
Provisions.
“Class
3B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 3B2 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
3B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 3 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
3 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
3B3 Certificate”: Any one of the Class 3B3 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-42 and evidencing a Regular Interest
in
REMIC III-C for purposes of the REMIC Provisions.
“Class
3B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 3B3 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
3B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 3 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
3 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
3B4 Certificate”: Any one of the Class 3B4 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-43 and evidencing a Regular Interest
in
REMIC III-C for purposes of the REMIC Provisions.
“Class
3B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 3B4 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
3B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 3 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
3 Subordinate Certificates on such date pursuant to 4.01(b)(i)(Z).
“Class
3B5 Certificate”: Any one of the Class 3B5 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-44 and evidencing a Regular Interest
in
REMIC III-C for purposes of the REMIC Provisions.
“Class
3B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 3B5 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
3B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 3 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
3 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
3B6 Certificate”: Any one of the Class 3B6 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-45 and evidencing a Regular Interest
in
REMIC III-C for purposes of the REMIC Provisions.
“Class
3B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 3B6 Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Class
3B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 3 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
3 Subordinate Certificates on such date pursuant to Section
4.01(b)(i)(Z).
“Class
3P
Certificates”: Any one of the Class 3P Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-46 and evidencing a Regular Interest in
REMIC III-C for purposes of the REMIC Provisions.
“Class
3R
Certificate”: Any one of the Class 3R Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-47 and evidencing the ownership of the
Class R-IIIA Residual Interest, the Class R-IIIB Residual Interest and the
Class
R-IIIC Residual Interest.
“Class
A
Certificates”: The Group 1 Class A Certificates, the Group 2
Class A Certificates and the Group 3 Class A Certificates.
“Class
A
Principal Adjustment Amount”: With respect to Collateral Pool 2, and any
Distribution Date, if the Certificate Principal Balance of the Group 2
Class A Certificates relating to a Loan Group included in such Collateral Pool
have been reduced to zero, the sum of (i) any remaining Principal Prepayments,
Liquidation Proceeds or other unscheduled payments of principal collected in
respect of the related Mortgage Loans in such Loan Group and (ii) with respect
to any Distribution Date on which the aggregate Certificate Principal Balance
of
the related Subordinate Certificates has been reduced to zero, any remaining
scheduled payments of principal collected in respect of the Mortgage Loans
in
such Loan Group. On any Distribution Date, the Available Distribution
Amount relating to such Loan Group shall be reduced by the related Class A
Principal Adjustment Amount. On any Distribution Date, any Class A
Principal Adjustment Amount shall be included in the Available Distribution
Amounts of any Loan Group(s) with respect to which the Certificate Principal
Balance of the related Group 2 Class A Certificates have not been reduced
to zero, on a pro rata basis based on aggregate Certificate Principal
Balance of the Group 2 Class A Certificates relating to each such
Loan Group.
With
respect to Collateral Pool 3, and any Distribution Date, if the Certificate
Principal Balance of the Group 3 Class A Certificates relating to a
Loan Group included in such Collateral Pool have been reduced to zero, the
sum
of (i) any remaining Principal Prepayments, Liquidation Proceeds or other
unscheduled payments of principal collected in respect of the related Mortgage
Loans in such Loan Group and (ii) with respect to any Distribution Date on
which
the aggregate Certificate Principal Balance of the related Subordinate
Certificates has been reduced to zero, any remaining scheduled payments of
principal collected in respect of the Mortgage Loans in such Loan Group.
On any Distribution Date, the Available Distribution Amount relating to such
Loan Group shall be reduced by the related Class A Principal Adjustment
Amount. On any Distribution Date, any Class A Principal Adjustment
Amount shall be included in the Available Distribution Amounts of any Loan
Group(s) with respect to which the Certificate Principal Balance of the related
Group 3 Class A Certificates have not been reduced to zero, on a pro
rata basis based on aggregate Certificate Principal Balance of
the Group 3 Class A Certificates relating to each such Loan
Group.
“Class
B Percentage”: Any one of the Class 1B1 Percentage, the Class 1B2 Percentage,
the Class 1B3 Percentage, the Class 1B4 Percentage, the Class 1B5 Percentage,
the Class 1B6 Percentage, the Class 2B1 Percentage, the Class 2B2 Percentage,
the Class 2B3 Percentage, the Class 2B4 Percentage, the Class 2B5 Percentage,
the Class 2B6 Percentage, the Class 3B1 Percentage, the Class 3B2 Percentage,
the Class 3B3 Percentage, the Class 3B4 Percentage, the Class 3B5 Percentage,
the Class 3B6 Percentage.
“Class
P
Certificates”: The Class 3P Certificates.
“Class
R-IIA Residual Interest”: The uncertificated Residual Interest in REMIC
II-A.
“Class
R-IIB Residual Interest”: The uncertificated Residual Interest in REMIC
II-B.
“Class
R-IIC Residual Interest”: The uncertificated Residual Interest in
REMIC II-C.
“Class
R-IIIA Residual Interest”: The uncertificated Residual Interest in REMIC
III-A.
“Class
R-IIIB Residual Interest”: The uncertificated Residual Interest in REMIC
III-B.
“Class
R-IIIIC Residual Interest”: The uncertificated Residual Interest in
REMIC III-C.
“Closing
Date”: October 31, 2007.
“Code”: The
Internal Revenue Code of 1986, as amended.
“Collateral
Pool”: Collateral Pool 1, Collateral Pool 2 and Collateral Pool
3.
“Collateral
Pool 1”: The Group 1 Mortgage Loans.
“Collateral
Pool 2”: The Mortgage Loans in Loan Group 2-1, Loan Group 2-2, Loan Group 2-3,
Loan Group 2-4 and Loan Group 2-5.
“Collateral
Pool 3”: The Mortgage Loans in Loan Group 3-1, Loan Group 3-2 and Loan Group
3-3.
“Collection
Account”: The account or accounts created and maintained by the Master Servicer
pursuant to Section 3.10(a), which shall be entitled, “CitiMortgage, Inc., as
Master Servicer for U.S. Bank National Association, as Trustee, in trust for
the
registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
Certificates, Series 2007-10.” The Collection Account must be an Eligible
Account.
“Commission”:
The Securities and Exchange Commission.
“Compensating
Interest Payment”: The amount the applicable Initial Sub-Servicer is
required to cover as described below:
With
respect to any American Home Mortgage Loans, LoanCity Mortgage Loans, Metro
City
Mortgage Loans, Sea Breeze Mortgage Loans and Secured Bankers Mortgage Loans
and
any prepayments in full or in part, CitiMortgage is required to cover any
shortfalls in interest collections in an aggregate amount for each month up
to
the lesser of (i) an amount which, when added to all amounts allocable to
interest received in connection with such prepayment equals one month’s interest
on the amount of principal so prepaid at the related mortgage rate net of the
related Servicing Fee and (ii) the aggregate amount of servicing compensation
with respect to such mortgage loans received by it for the applicable
calendar month.
With
respect to any Argent Mortgage Loans and any prepayments in full or in part,
Citi Residential is required to cover any shortfalls in interest collections
that are attributable to prepayments in full or in part on the Mortgage Loans
in
the Trust and serviced by it, but only to the extent of the monthly Servicing
Fee payable thereto.
With
respect to any Countrywide Mortgage Loans and any prepayments in full or in
part, Countrywide Servicing is required to cover any shortfall in interest
collections that is attributable to prepayments in full or in part on the
Mortgage Loans included in the Trust and serviced by it, but only in an
aggregate amount each month for such mortgage loans up to the lesser of one
half
of (a) one-twelfth of the product of (i) the weighted average Servicing Fee
Rate
for such mortgage loans and (ii) the stated principal balance of such mortgage
loans in and (b) the aggregate Servicing Fee actually received for the
applicable month for the Mortgage Loans serviced by it.
With
respect to any GreenPoint Mortgage Loans and any prepayments in full or in
part,
GreenPoint is required to cover any shortfalls in interest collections that
are
attributable to prepayments in full or in part on the Mortgage Loans included
in
the Trust and serviced by it, but only to the extent of the monthly Servicing
Fee payable thereto.
With
respect to any National City Mortgage Loans and any prepayments in full or
in
part, National City is required to cover any shortfall in interest collections
that are attributable to prepayments in full or in part on the related Mortgage
Loans, but only in an amount equal to the amount of interest (net of the related
Servicing Fee Rate) that would have accrued on the amount of the principal
prepayment during the period commencing on the date as of which such principal
prepayment was applied to the related Mortgage Loans and ending on the day
immediately preceding the applicable due date for the next scheduled monthly
payment.
With
respect to any Orchid Mortgage Loans and Mission 1 Mortgage Loans and any
prepayments in full or in part, Cenlar as sub-servicer for Orchid is required
to
cover any shortfalls in interest collections that are attributable to
prepayments in full or in part on the Mortgage Loans in the Trust and serviced
by it, but only to the extent of the monthly Servicing Fee payable
thereto.
With
respect to any SunTrust Mortgage Loans and any prepayments in full or in part,
SunTrust is required to cover any shortfalls in interest collections that are
attributable to prepayments in full or in part on the Mortgage Loans included
in
the trust and serviced by it, but only to the extent of the monthly Servicing
Fee payable thereto.
With
respect to any American Home Mortgage Loans, HomeBanc Mortgage Loans, PennFed
Mortgage Loans, Xxxxxx Xxxx Mortgage Loans, Weichert Mortgage Loans and Xxxxx
Fargo Mortgage Loans and any prepayments in full or in part, Xxxxx Fargo is
required to cover any shortfalls in interest collections that are attributable
to prepayments in full or in part on the Mortgage Loans included in the trust
and serviced by it, but only in an aggregate amount for each month which, when
added to all amounts allocable to interest received in connection with such
prepayment, equals one month’s interest on the amount of principal so prepaid at
the related mortgage rate net of the related servicing fee rate, but not more
than the aggregate amount of the Servicing Fees collected for the related Due
Period with respect to the
Mortgage Loans serviced by it.
“Component”:
The 2AIB Component and the 22AB Component.
“Component
Principal Balance”: With respect to any Senior Support Component as of any date
of determination, the Component Principal Balance of such Senior Support
Component on the Distribution Date immediately prior to such date of
determination plus any Subsequent Recoveries added to the Component Principal
Balance of such Senior Support Component pursuant to Section 4.01, reduced
by
the aggregate of (a) all distributions of principal made thereon on such
immediately prior Distribution Date and (b) without duplication of amounts
described in clause (a) above, reductions in the Component Principal Balance
thereof in connection with allocations thereto of Realized Losses on the
Mortgage Loans and Extraordinary Trust Fund Expenses on such immediately prior
Distribution Date (or, in the case of any date of determination up to and
including the initial Distribution Date, the initial Component Principal Balance
of such Senior Support Component).
The
initial Component Principal Balances of the Senior Support Components are as
follows: For the 2AIB Component, $256,000. For the 22AB
Component, $23,924,000.
“Cooperative”:
A private, cooperative housing corporation which owns or leases land and all
or
part of a building or buildings, including apartments, spaces used for
commercial purposes and common areas therein and whose board of directors
authorizes, among other things, the sale of Cooperative stock.
“Cooperative
Assets”: Shares issued by Cooperatives, the related Cooperative Lease and any
other collateral securing the Cooperative Loans.
“Cooperative
Building”: The building and other property owned by a Cooperative.
“Cooperative
Lease”: With respect to a Cooperative Loan, the proprietary lease or occupancy
agreement with respect to the Cooperative Apartment occupied by the Mortgagor
and relating to the related Cooperative Assets, which lease or agreement confers
an exclusive right to the holder of such Cooperative Assets to occupy such
apartment.
“Cooperative
Loans”: Any of the Mortgage Loans made in respect of a cooperative apartment,
evidenced by a Mortgage Note and secured by (i) a Security Agreement, (ii)
the
related cooperative stock certificate, (iii) an assignment of the Cooperative
Lease, (iv) financing statements and (v) a stock power (or other similar
instrument), and ancillary thereto, a recognition agreement between the
cooperative and the originator of the cooperative loan, each of which was
transferred and assigned to the Trustee pursuant to Section 2.01 and are from
time to time held as part of the Trust Fund.
“Cooperative
Unit”: A specific dwelling unit in a Cooperative Building as to which exclusive
occupancy rights have been granted pursuant to a Cooperative Lease.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee,
the Paying Agent, the Certificate Registrar or the Authenticating Agent, as
the
case may be, at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at (i) with respect to the
Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services, or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer, the Paying Agent, the
Certificate Registrar, the Authenticating Agent and the Trust Administrator
and
(ii) with respect to the Paying Agent, the Certificate Registrar and the
Authenticating Agent, Citibank, N.A., as Paying Agent, as Certificate Registrar
or as Authenticating Agent, as the case may be, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx,
Xxx Xxxx 00000, or at such other address as the Paying Agent, the
Certificate Registrar and the Authenticating Agent may designate from time
to
time by notice to the Certificateholders, the Depositor, the Master Servicer,
the Trust Administrator and the Trustee.
“Corresponding
Certificate”: With respect to each REMIC II-B Regular Interest (other
than REMIC II-B Regular Interest LT-R), as follows:
REMIC
II-B Regular Interest
|
Class
|
|
REMIC
II-B Regular Interest LT2A1A
|
2A1A
|
|
REMIC
II-B Regular Interest LT22AA
|
22AA
|
|
REMIC
II-B Regular Xxxxxxxx XX0X0X
|
0X0X
|
|
REMIC
II-B Regular Interest LT2A2B
|
2A2B
|
|
REMIC
II-B Regular Interest LT212B(1)
|
212B
|
|
REMIC
II-B Regular Interest LT212B(2)
|
212B
|
|
REMIC
II-B Regular Xxxxxxxx XX0X0X
|
0X0X
|
|
REMIC
II-B Regular Interest LT2A3B
|
2A3B
|
|
REMIC
II-B Regular Xxxxxxxx XX0X0X
|
0X0X
|
|
REMIC
II-B Regular Interest LT2A4B
|
2A4B
|
|
REMIC
II-B Regular Xxxxxxxx XX0X0X
|
0X0X
|
|
REMIC
II-B Regular Interest LT2A5B
|
2A5B
|
|
REMIC
II-B Regular Interest LT2B1
|
2B1
|
|
REMIC
II-B Regular Interest LT2B2
|
2B2
|
|
REMIC
II-B Regular Interest LT2B3
|
2B3
|
|
REMIC
II-B Regular Interest LT2B4
|
2B4
|
|
REMIC
II-B Regular Interest LT2B5
|
2B5
|
|
REMIC
II-B Regular Interest LT2B6
|
2B6
|
With
respect to each REMIC III-B Regular Interest (other than REMIC III-B Regular
Interest LT-P and REMIC III-B Regular Interest LT-R) and Underlying Interest,
as
follows:
REMIC
III-B Regular Interest/Underlying Interest
|
Class
|
|
REMIC
III-B Regular Interest LT31AA/Class 31AA Underlying Interest
|
31AA
|
|
REMIC
III-B Regular Xxxxxxxx XX0X0X/Xxxxx 0X0X Underlying Interest
|
3A1A
|
|
REMIC
III-B Regular Interest LT3A1B/Class 3A1B Underlying Interest
|
3A1B
|
|
REMIC
III-B Regular Interest LT3A1C/Class 3A1C Underlying Interest
|
3A1C
|
|
REMIC
III-B Regular Interest LT31AB/Class 31AB Underlying Interest
|
31AB
|
|
REMIC
III-B Regular Xxxxxxxx XX0X0X
|
0X0X
|
|
REMIC
III-B Regular Interest LT3A2B
|
3A2B
|
|
REMIC
III-B Regular Xxxxxxxx XX0X0X
|
0X0X
|
|
REMIC
III-B Regular Interest LT3A3B
|
3A3B
|
|
REMIC
III-B Regular Interest LT3B1
|
3B1
|
|
REMIC
III-B Regular Interest LT3B2
|
3B2
|
|
REMIC
III-B Regular Interest LT3B3
|
3B3
|
|
REMIC
III-B Regular Interest LT3B4
|
3B4
|
|
REMIC
III-B Regular Interest LT3B5
|
3B5
|
|
REMIC
III-B Regular Interest LT3B6
|
3B6
|
“Corresponding
Underlying Interest”: With respect to each Class of Group 3 Floating
Rate Certificates, as follows:
Class
|
Underlying
Interest
|
|
31AA
|
Class
31AA Underlying Interest
|
|
3A1A
|
Class
3A1A Underlying Interest
|
|
3A1B
|
Class
3A1B Underlying Interest
|
|
3A1C
|
Class
3A1C Underlying Interest
|
|
31AB
|
Class
31AB Underlying Interest
|
“Countrywide”: Countrywide
Home Loans, Inc., or its successor in interest.
“Countrywide
Mortgage Loans”: The Mortgage Loans originated by Countrywide and
serviced by Countrywide Servicing pursuant to the Initial Sub-Servicing
Agreement to which it is a party.
“Countrywide
Servicing”: Countrywide Home Loans Servicing LP, or its successor in
interest.
“Cross-Collateralization
Date”: With respect to each of Collateral Pool 2 or Collateral Pool
3, any Distribution Date on which there are one or more Undercollateralized
Loan
Groups and one or more Overcollateralized Loan Groups relating to such
Collateral Pool.
“Custodian”:
A document custodian appointed by the Trustee to perform (or in the case of
the
initial Custodian otherwise engaged to perform) custodial duties with respect
to
the Mortgage Files. The initial Custodian is Citibank, N.A. a
national banking association. A Custodian may be the Trustee, any Affiliate
of
the Trustee or an independent entity.
“Custodial
Agreement”: An agreement pursuant to which a Custodian
performs custodial duties with respect to the Mortgage Files. With
respect to the initial Custodian, the agreement pursuant to which such initial
Custodian performs its custodial duties with respect to the Mortgage
Files.
“Cut-off
Date”: With respect to each Original Mortgage Loan, October 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.
“Defaulting
Party”: As defined in the Swap Agreement.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding principal balance of the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Depositor”:
Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor
in
interest.
“Depository”:
The Depository Trust Company or any successor Depository hereafter named. The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is Cede & Co. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
“Depository
Institution”: Any depository institution or trust company, including the Trustee
and the Paying Agent, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has, or is a
subsidiary of a holding company that has, an outstanding unsecured commercial
paper or other short-term unsecured debt obligations that are rated in the
highest rating category by at least two of the Rating Agencies (or a comparable
rating if S&P and Fitch are not the Rating Agencies).
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to each Distribution Date, the 18th day of the calendar
month in which such Distribution Date occurs or, if such 18th day is not a
Business Day, the Business Day immediately following such 18th day; provided,
however, that with respect to each Distribution Date and any Mortgage Loans
subject to an Initial Sub-Servicing Agreement, the Determination Date shall
be
the date, relating to such Distribution Date, after which any Monthly Payments
received are not reported by the related Sub-Servicer as having been received
for inclusion in the amounts remitted by such Sub-Servicer on the related
remittance date under the applicable Sub-Servicing Agreement in respect of
Monthly Payments on the related Mortgage Loans.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by REMIC I, REMIC II-A or REMIC III-A, other
than
through an Independent Contractor; provided, however, that the Trustee (or
the
Master Servicer on behalf of the Trustee) shall not be considered to Directly
Operate an REO Property solely because the Trustee (or the Master Servicer
on
behalf of the Trustee) establishes rental terms, chooses tenants, enters into
or
renews leases, deals with taxes and insurance, or makes decisions as to repairs
or capital expenditures with respect to such REO Property.
“Disqualified
Organization”: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for Xxxxxxx Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
of
the Code, (v) an “electing large partnership” within the meaning of Section 775
of the Code and (vi) any other Person so designated by the Trustee based upon
an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause any REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise
be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms “United States,” “State” and “international
organization” shall have the meanings set forth in Section 7701 of the Code or
successor provisions.
“Distribution
Account”: The trust account or accounts created and maintained by the Paying
Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as
Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan
Trust Inc., Mortgage Pass- Through Certificates, Series 2007-10.” The
Distribution Account must be an Eligible Account.
“Distribution
Date”: The 25th day of any month, or if such 25th day is not a Business Day, the
Business Day immediately following such 25th day, commencing in November
2007.
“Diverted
Interest Amount”: With respect to either Collateral Pool 2 or Collateral Pool 3
and any Distribution Date, one month’s interest accrued during the related
Interest Accrual Period on the Overcollateralized Amount at the Pass-Through
Rate(s) for the Senior Certificates (or, in the case of the Group 3 Floating
Rate Certificates, the related Underlying Interests) related to the
Undercollateralized Loan Group(s) in such Collateral Pool and any other unpaid
interest shortfalls on the Senior Certificates (or, in the case of the Group
3
Floating Rate Certificates, the related Underlying Interests) related to such
Undercollateralized Loan Group(s), to the extent available (with
overcollateralization and undercollateralization calculated, for purposes of
this definition only, as of the prior Distribution Date after taking into
account all distributions and Realized Loss allocations that occurred on such
prior Distribution Date). On any Distribution Date, any Diverted Interest Amount
shall be included in the Available Distribution Amounts of any
Undercollateralized Loan Group(s) in the same Collateral Pool on a pro
rata basis based on their respective Undercollateralized
Amounts. On any Distribution Date, any Diverted Interest Amount shall
reduce the Available Distribution Amounts of any Overcollateralized Loan
Group(s) in the same Collateral Pool on a pro rata basis based on their
respective Overcollateralized Amounts.
“DOL”:
The United States Department of Labor or any successor in interest.
“DOL
Regulations”: The regulations promulgated by the DOL at 29
C.F.R.ss.2510.3-101.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a Depository
Institution; provided, that following a downgrade, withdrawal, or suspension
of
any such Depository Institution’s rating below A-2 by S&P and F1+ by Fitch
(if rated by Fitch), 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.
“Excess
Bankruptcy Loss”: With respect to any Collateral Pool, any Bankruptcy Loss, or
portion thereof, which exceeds the then applicable Bankruptcy
Amount.
“Excess
Fraud Loss”: With respect to any Collateral Pool, any Fraud Loss, or portion
thereof, which exceeds the then applicable Fraud Loss Amount.
“Excess
Loss”: With respect to any Collateral Pool, any Excess Bankruptcy Loss, Excess
Special Hazard Loss, Excess Fraud Loss or Extraordinary Loss.
“Excess
Special Hazard Loss”: With respect to any Collateral Pool, any Special Hazard
Loss, or portion thereof, that exceeds the then applicable Special Hazard
Amount.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Expense
Adjusted Mortgage Rate”: With respect to any Mortgage Loan (or the
related REO Property) as of any date of determination, a per annum rate of
interest equal to the then applicable Mortgage Rate for such Mortgage Loan
minus
the applicable Servicing Fee Rate and, if such Mortgage Loan has lender-paid
primary mortgage insurance, the applicable premium rate.
“Extraordinary
Loss”: Any Realized Loss or portion thereof caused by or resulting
from:
(i) nuclear
or chemical reaction or nuclear radiation or radioactive or chemical
contamination, all whether controlled or uncontrolled and whether such loss
be
direct or indirect, proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the definition of the term
“Special Hazard Loss”;
(ii) hostile
or warlike action in time of peace or war, including action in hindering,
combating or defending against an actual, impending or expected attack by
any government or sovereign power, de jure or de
facto, or by any authority maintaining or using military, naval or air
forces, or by military, naval or air forces, or by an agent of any such
government, power, authority or forces;
(iii) any
weapon of war employing atomic fission or radioactive forces whether in time
of
peace or war, and
(iv) insurrection,
rebellion, revolution, civil war, usurped power or action taken by governmental
authority in hindering, combating or defending against such an occurrence,
seizure or destruction under quarantine or customs regulations, confiscation
by
order of any government or public authority, or risks of contraband or illegal
transactions or trade.
“Extraordinary
Trust Fund Expenses”: Any amounts reimbursable to the Master Servicer or the
Depositor pursuant to Section 6.03, any amounts payable from the Distribution
Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts
reimbursable to the Trustee, the Trust Administrator, Citibank or 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 Seller,
the Depositor or the Master Servicer pursuant to or as contemplated by Section
2.03, Section 3.16(c) or Section 9.01), a determination made by the Master
Servicer that all Liquidation Proceeds have been recovered. The Master Servicer
shall maintain records of each Final Recovery Determination made
thereby.
“Fitch”: Fitch
Ratings, or its successor in interest.
“Fixed-Rate
Mortgage Loans”: Each Group 1 Mortgage Loan.
“Floater
Cap Carryover Reserve Account”: The reserve account established by the Paying
Agent from which payments in respect of Floater Cap Carryover Amounts on the
Group 3 Floating Rate Certificates will be made.
“Floater
Cap Carryover Amount”: For any Class of the Group 3 Floating Rate Certificates
and any Distribution Date up to and including the earlier of the 57th
Distribution Date and the last Distribution Date for which the Swap Agreement
is
in effect, an amount equal to the sum of (i) the excess, if any, of (x) the
amount of interest such Class would have accrued for such Distribution Date
had
the related Pass-Through Rate been calculated without regard to the Grantor
Trust Net WAC Rate, over (y) the amount of interest such Class of Certificates
accrued for such Distribution Date at the actual Pass-Through Rate therefor
and
(ii) the unpaid portion of any Floater Cap Carryover Amount for such Class
from
the immediately preceding Distribution Date together with interest accrued
on
such unpaid portion for the most recently ended Interest Accrual Period at
the
Pass-Through Rate for such class for such Interest Accrual Period, calculated
for purposes of this clause (ii) without regard to the Grantor Trust Net WAC
Rate. For any Class of the Group 3 Floating Rate Certificates and any
Distribution Date thereafter, an amount equal to the sum of (i) the excess,
if any, of (x) the amount of interest such Class would have accrued for
such Distribution Date had the related Pass-Through Rate been calculated without
regard to the Net WAC Rate of the Group 3-1 Mortgage Loans, over (y) the amount
of interest such Class of Certificates accrued for such Distribution Date at
the
actual Pass-Through Rate therefor and (ii) the unpaid portion of any Floater
Cap
Carryover Amount for such Class from the immediately preceding Distribution
Date
together with interest accrued on such unpaid portion for the most recently
ended Interest Accrual Period at the Pass-Through Rate for such Class for
such Interest Accrual Period, calculated for purposes of this clause (ii)
without regard to the Net WAC Rate of the Group 3-1 Mortgage Loans.
“Forward
Shifted Prepayment Period”: With respect to any Distribution Date, any related
Prepayment Period that ends later than the last day of the calendar month
immediately preceding the month in which such Distribution Date
occurs.
“Fraud
Loss”: Any Realized Loss or portion thereof sustained by reason of a default
arising from intentional fraud, dishonesty or misrepresentation in connection
with the related Mortgage Loan, including by reason of the denial of coverage
under any related Primary Mortgage Insurance Policy because of fraud, dishonesty
or misrepresentation.
“Fraud
Loss Amount”: With respect to Collateral Pool 1, as of any date of determination
after the Cut-off Date, an amount equal to: (i) prior to the first anniversary
of the Cut-off Date, 1.00% of the aggregate outstanding principal balance of
the
Group 1 Mortgage Loans as of the Cut-off Date minus the aggregate amount of
Fraud Losses on the Group 1 Mortgage Loans allocated solely to the related
Subordinate Certificates in accordance with Section 4.04 since the Cut-off
Date
up to such date of determination, (ii) from the first anniversary of the Cut-off
Date and prior to the second anniversary of the Cut-off Date, 1.00% of the
aggregate outstanding principal balance of the Group 1 Mortgage Loans as of
the
Cut-off Date minus the aggregate amount of Fraud Losses on the Group 1 Mortgage
Loans allocated solely to the related Subordinate Certificates in accordance
with Section 4.04 since the Cut-off Date up to such date of determination,
(iii)
from the second anniversary of the Cut-off Date and prior to the third
anniversary of the Cut-off Date, 1.00% of the aggregate outstanding principal
balance of the Group 1 Mortgage Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses on the Group 1 Mortgage Loans allocated solely to the
related Subordinate Certificates in accordance with Section 4.04 since the
Cut-off Date up to such date of determination, (iv) from the
third anniversary of the Cut-off Date and to an including the fourth
anniversary of the Cut-off Date, 0.50% of the aggregate outstanding principal
balance of the Group 1 Mortgage Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses on the Group 1 Mortgage Loans allocated solely to the
related Subordinate Certificates in accordance with Section 4.04 since the
Cut-off Date up to such date of determination and (v) from the fourth
anniversary of the Cut-off Date and to an including the fifth anniversary of
the
Cut-off Date, 0.50% of the aggregate outstanding principal balance of the Group
1 Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses on the Group 1 Mortgage Loans allocated solely to the related Subordinate
Certificates in accordance with Section 4.04 since the Cut-off Date up to such
date of determination. On and after the fifth anniversary of the
Cut-off Date, the Fraud Loss Amount with respect to Collateral Pool 1 shall
be
zero. In addition, after the Certificate Principal Balances of the related
Subordinate Certificates are reduced to zero, the Fraud Loss Amount with respect
to Collateral Pool 1 shall be zero.
With
respect to Collateral Pool 2, as of any date of determination after the Cut-off
Date, an amount equal to: (i) from the initial Cut-off Date to prior to the
first anniversary of the Cut-off Date, 1.00% of the aggregate outstanding
principal balance of the Group 2 Mortgage Loans as of the Cut-off Date minus
the
aggregate amount of Fraud Losses on the Group 2 Mortgage Loans allocated solely
to the related Subordinate Certificates in accordance with Section 4.04 since
the Cut-off Date up to such date of determination, (ii) from the first
anniversary of the Cut-off Date and prior to the second anniversary of the
Cut-off Date, 1.00% of the aggregate outstanding principal balance of the Group
2 Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses on the Group 2 Mortgage Loans allocated solely to the related Subordinate
Certificates in accordance with Section 4.04 since the Cut-off Date up to such
date of determination, (iii) from the second anniversary of the
Cut-off Date and prior to the third anniversary of the Cut-off Date, 1.00%
of
the aggregate outstanding principal balance of the Group 2 Mortgage Loans as
of
the Cut-off Date minus the aggregate amount of Fraud Losses on the Group 2
Mortgage Loans allocated solely to the related Subordinate Certificates in
accordance with Section 4.04 since the Cut-off Date up to such date of
determination, (iv) from the third anniversary of the Cut-off Date
and prior to the fourth anniversary of the Cut-off Date, 0.50% of the aggregate
outstanding principal balance of the Group 2 Mortgage Loans as of the Cut-off
Date minus the aggregate amount of Fraud Losses on the Group 2 Mortgage Loans
allocated solely to the related Subordinate Certificates in accordance with
Section 4.04 since the Cut-off Date up to such date of determination and (v)
on
or after the fourth anniversary of the Cut-off Date and to an
including the fifth anniversary of the Cut-off Date, 0.50% of the aggregate
outstanding principal balance of the Group 2 Mortgage Loans as of the Cut-off
Date minus the aggregate amount of Fraud Losses on the Group 2 Mortgage Loans
allocated solely to the related Subordinate Certificates in accordance with
Section 4.04 since the Cut-off Date up to such date of determination. On and
after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount with
respect to Collateral Pool 2 shall be zero. In addition, after the Certificate
Principal Balances of the related Subordinate Certificates are reduced to zero,
the Fraud Loss Amount with respect to Collateral Pool 2 shall be
zero.
With
respect to Collateral Pool 3, as of any date of determination after the Cut-off
Date, an amount equal to: (i) from the initial Cut-off Date to prior to the
first anniversary of the Cut-off Date, 2.00% of the aggregate outstanding
principal balance of the Group 3 Mortgage Loans as of the Cut-off Date minus
the
aggregate amount of Fraud Losses on the Group 3 Mortgage Loans allocated solely
to the related Subordinate Certificates in accordance with Section 4.04 since
the Cut-off Date up to such date of determination, (ii) from the first
anniversary of the Cut-off Date and prior to the second anniversary of the
Cut-off Date, 1.00% of the aggregate outstanding principal balance of the Group
3 Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses on the Group 3 Mortgage Loans allocated solely to the related Subordinate
Certificates in accordance with Section 4.04 since the Cut-off Date up to such
date of determination, (iii) on or after the second anniversary of
the Cut-off Date and to an including the third anniversary of the Cut-off Date,
1.00% of the aggregate outstanding principal balance of the Group 3 Mortgage
Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on
the
Group 3 Mortgage Loans allocated solely to the related Subordinate Certificates
in accordance with Section 4.04 since the Cut-off Date up to such date of
determination, (iv) on or after the third anniversary of the Cut-off
Date and to an including the fourth anniversary of the Cut-off Date, 1.00%
of
the aggregate outstanding principal balance of the Group 3 Mortgage Loans as
of
the Cut-off Date minus the aggregate amount of Fraud Losses on the Group 3
Mortgage Loans allocated solely to the related Subordinate Certificates in
accordance with Section 4.04 since the Cut-off Date up to such date of
determination and (v) on or after the fourth anniversary of the
Cut-off Date and to an including the fifth anniversary of the Cut-off Date,
1.00% of the aggregate outstanding principal balance of the Group 3 Mortgage
Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on
the
Group 3 Mortgage Loans allocated solely to the related Subordinate Certificates
in accordance with Section 4.04 since the Cut-off Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date, the
Fraud
Loss Amount with respect to Collateral Pool 3 shall be zero. In addition, after
the Certificate Principal Balances of the related Subordinate Certificates
are
reduced to zero, the Fraud Loss Amount with respect to Collateral Pool 3 shall
be zero.
“Xxxxxxx
Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Grantor
Trust”: The corpus of a trust created by the Trustee, as Grantor Trust Trustee,
pursuant to Section 4.10 of this Agreement and designated as the “Grantor
Trust,” consisting of the Swap Agreement, the Underlying Interests, the Swap
Collateral Account and the Swap Account, beneficial ownership of which is
represented by the Group 3 Floating Rate Certificates. For the
avoidance of doubt, the Grantor Trust does not constitute a part of the Trust
Fund.
“Grantor
Trust Net WAC Rate”: For each Distribution Date and any Class of
Group 3 Floating Rate Certificates, a per annum rate equal to the One-Month
LIBOR plus the product of (x) excess, if any, of (i) the Pass-Through Rate
of
the Underlying Interest with the same alphanumeric designation over (ii) 4.960%
per annum and (y) a fraction, the numerator of which is 30 and the denominator
of which is the actual number of days in the Interest Accrual Period for such
class of Group 3 Floating Rate Certificates for such Distribution
Date.
“Grantor
Trust Trustee”: U.S. Bank National Association, as Trustee on behalf
of the Grantor Trust, its successors or assigns.
“GreenPoint”:
GreenPoint Mortgage Funding, Inc., or its successors in interest.
“GreenPoint
Mortgage Loans”: The Mortgage Loans originated by GreenPoint and serviced by
GreenPoint pursuant to the respective Initial Sub-Servicing Agreement to which
it is a party.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Mortgage Loan.
“Group
1
Available Distribution Amount”: With respect to Collateral Pool 1 and any
Distribution Date, an amount equal to the excess of (i) the sum attributable
to
the Group 1 Mortgage Loans of (a) the aggregate of the Monthly Payments due
on
or before the Due Date relating to such Distribution Date and received by the
Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related
Determination Date, after deduction of the applicable Servicing Fee and any
applicable lender-paid primary mortgage insurance premium (b) Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases
of and substitutions for the Group 1 Mortgage Loans, Subsequent Recoveries
and
other unscheduled collections of principal and interest in respect of the
related Group 1 Mortgage Loans or REO Properties received by the Master Servicer
(or a Sub-Servicer, on its behalf) during the related Prepayment Period
(exclusive of any prepayment charges, penalties or premiums), (c) the aggregate
of any amounts on deposit in the Distribution Account representing Compensating
Interest Payment paid by the Master Servicer in respect of related Prepayment
Interest Shortfalls relating to Principal Prepayments that occurred during
the
related Prepayment Period and (d) the aggregate of any related P&I Advances
made by the Master Servicer for such Distribution Date over (ii) the sum
attributable to or allocable to the Group 1 Mortgage Loans of (a) amounts
reimbursable to the Depositor, the Master Servicer, the Trustee (including
the
Trustee in its capacity as Grantor Trust Trustee), the Trust Administrator,
Citibank or the Custodian pursuant to Section 6.03 or Section 8.05 or otherwise
payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect
of the items set forth in clauses (i)(a) through (i)(d) above deposited in
the
Collection Account or the Distribution Account in respect of the items set
forth
in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any
amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted
hereunder to be retained by the Master Servicer or to be withdrawn by the Master
Servicer from the Collection Account pursuant to Section 3.18.
Notwithstanding
the foregoing, in the event that the amount received during a Prepayment Period
in connection with the foreclosure of a Mortgage Loan in Collateral Pool 1
exceeds the outstanding principal balance of such Mortgage Loan, such amounts
shall be included in the Group 1 Available Distribution Amount only to the
extent of Realized Losses incurred during the related Prepayment Period with
respect to Mortgage Loans in Collateral Pool 1 and the remainder will be held
in
a reserve fund established by or on behalf of the Trust Administrator in order
to offset any future Realized Losses incurred. Prepayment premiums or charges
collected in respect of the Mortgage Loans included in Collateral Pool 1 will
be
retained by the Master Servicer or the related Sub-Servicer and will not be
included in the Group 1 Available Distribution Amount.
“Group
1
Certificates”: The Group 1 Senior Certificates and the Group 1 Subordinate
Certificates.
“Group
1
Class A Certificates”: The Class 1A1A Certificates and Class 1A1B
Certificates.
“Group
1
Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage
Loan Schedule.
“Group
1
Residual Certificates”: The Class 1R Certificates.
“Group
1
Senior Certificates”: The Group 1 Class A Certificates and Class 1R
Certificates.
“Group
1
Senior Percentage”: With respect to Collateral Pool 1 and any Distribution Date,
the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the
numerator of which is the excess, if any, of the aggregate Certificate Principal
Balance of the Group 1 Senior Certificates for such Distribution Date, over
the
aggregate amount, if any, payable to the Holders of the Group 1 Senior
Certificates on such date pursuant to clause (d) of the definition of “Senior
Principal Distribution Amount,” and the denominator of which is the sum of (i)
the aggregate Scheduled Principal Balance of the related Group 1 Mortgage Loans
as of the first day of the related Due Period, plus (ii) the aggregate Scheduled
Principal Balance of the REO Properties in Collateral Pool 1 as of the first
day
of the related Due Period.
“Group
1
Senior Prepayment Percentage”: With respect to Collateral Pool 1 and any
Distribution Date within the range indicated below, the percentage as indicated
below:
Distribution
Date
|
Group
1 Senior Prepayment Percentage
|
||||
November
|
2007
|
Through
October
|
2012
|
100%
|
|
November
|
2012
|
Through
October
|
2013
|
Group
1 Senior Percentage, plus 70% of the Group 1 Subordinate
Percentage
|
|
November
|
2013
|
Through
October
|
2014
|
Group
1 Senior Percentage, plus 60% of the Group 1 Subordinate
Percentage
|
|
November
|
2014
|
Through
October
|
2015
|
Group
1 Senior Percentage, plus 40% of the Group 1 Subordinate
Percentage
|
|
November
|
2015
|
Through
October
|
2016
|
Group
1 Senior Percentage, plus 20% of the Group 1 Subordinate
Percentage
|
|
November
|
2016
|
And
thereafter
|
Group
1 Senior Percentage
|
provided,
however, no reduction to the Group 1 Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Group 1 Mortgage Loans (a) delinquent
60
days or more (including REO Properties and Mortgage Loans in foreclosure or
in
bankruptcy and that are also delinquent 60 days or more), averaged over the
last
six months (or such fewer number of months as have elapsed from the Cut-Off
Date
through the end of the related Prepayment Period) and (b) the subject of a
modification within the previous twelve months prior to such Distribution Date,
but not prior to the Closing Date, does not exceed 50% of the sum of the then
current Certificate Principal Balances of the Group 1 Subordinate Certificates
and (ii) Realized Losses on the Group 1 Mortgage Loans to date are less than
the
then applicable Trigger Amount.
On
any
Distribution Date on which Realized Losses on the Group 1 Mortgage Loans to
date
are greater than the then applicable Trigger Amount, the Group 1 Senior
Prepayment Percentage for Collateral Pool 1 will be the greater of (x) the
Group
1 Senior Prepayment Percentage for such Distribution Date or (y) the Group
1
Senior Prepayment Percentage for the immediately preceding Distribution
Date.
On
any
Distribution Date on which the Aggregate Senior Percentage for Collateral Pool
1
exceeds the initial Aggregate Senior Percentage for Collateral Pool 1, the
Group
1 Senior Prepayment Percentage shall be 100%.
Upon
reduction of the Certificate Principal Balance of the Group 1 Class A
Certificates to zero, the Group 1 Senior Prepayment Percentage will equal
0%.
“Group
1
Subordinate Certificates”: The Class 1B1 Certificates, the Class 1B2
Certificates, the Class 1B3 Certificates, the Class 1B4 Certificates, the Class
1B5 Certificates and the Class 1B6 Certificates.
“Group
1
Subordinate Percentage”: With respect to Collateral Pool 1 and any Distribution
Date, 100% minus the Group 1 Senior Percentage for that Loan Group and
Distribution Date.
“Group
1
Subordinate Prepayment Percentage”: With respect to Collateral Pool 1 and
any Distribution Date, 100% minus the Group 1 Senior Prepayment
Percentage.
“Group
2
Available Distribution Amount”: With respect to any Distribution Date
and any Loan Group within Collateral Pool 2, an amount equal to the excess
of
(i) the sum attributable to the related Group 2 Mortgage Loans of (a) the
aggregate of the Monthly Payments due on or before the Due Date relating to
such
Distribution Date and received by the Master Servicer (or a Sub-Servicer on
its
behalf) on or prior to the related Determination Date, after deduction of the
applicable Servicing Fee and any applicable lender-paid primary mortgage
insurance premium (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of and substitutions for the related
Group 2 Mortgage Loans, Subsequent Recoveries and other unscheduled collections
of principal and interest in respect of the related Group 2 Mortgage Loans
or
REO Properties received by the Master Servicer (or a Sub-Servicer on its behalf)
during the related Prepayment Period (exclusive of any prepayment charges,
penalties or premiums), (c) the aggregate of any amounts on deposit in the
Distribution Account representing Compensating Interest Payment paid by the
Master Servicer in respect of related Prepayment Interest Shortfalls relating
to
Principal Prepayments that occurred during the related Prepayment Period and
(d)
the aggregate of any P&I Advances made by the Master Servicer for such
Distribution Date over (ii) the sum attributable to or allocable to the related
Group 2 Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master
Servicer, the Trustee (including the Trustee in its capacity as Grantor Trust
Trustee), the Trust Administrator, Citibank or the Custodian pursuant to Section
6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust
Fund
Expenses, (b) amounts in respect of the items set forth in clauses (i)(a)
through (i)(d) above deposited in the Collection Account or the Distribution
Account in respect of the items set forth in clauses (i)(a) through (i)(d)
above
in error, (c) without duplication, any amounts in respect of the items set
forth
in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master
Servicer or to be withdrawn by the Master Servicer from the Collection Account
pursuant to Section 3.18.
Notwithstanding
the foregoing, (i) the Group 2 Available Distribution Amount for any
Distribution Date shall be increased (in the case of an Undercollateralized
Loan
Group) or decreased (in the case of an Overcollateralized Loan Group) by any
applicable portion of any Diverted Interest Amount for such Distribution Date,
as provided in the definition of Diverted Interest Amount and (ii) the Group
2
Available Distribution Amount for any Distribution Date shall be increased
or
decreased, as applicable, by all or the applicable portion, as the case may
be,
of any Class A Principal Adjustment Amount for such Distribution Date, as
provided in the definition of Class A Principal Adjustment Amount.
Provided,
that, on any Distribution Date on which there are Group 2 Class A Certificates
relating to only one Loan Group remaining outstanding, the Group 2 Available
Distribution Amount for that Distribution Date will be calculated on an
aggregate Collateral Pool 2 basis, without regard to the related Loan
Group.
Notwithstanding
the foregoing, in the event that the amount received during a Prepayment Period
in connection with the foreclosure of a Mortgage Loan in Collateral Pool 2
exceeds the outstanding principal balance of such Mortgage Loan, such amounts
shall be included in the related Group 2 Available Distribution Amount only
to
the extent of Realized Losses incurred during the related Prepayment Period
with
respect to Mortgage Loans in Collateral Pool 2 and the remainder will be held
in
a reserve fund established by or on behalf of the Trust Administrator in order
to offset any future Realized Losses incurred. Prepayment premiums or charges
collected in respect of the Group 2 Mortgage Loans in any Loan Group included
in
Collateral Pool 2 will be retained by the Master Servicer or the related
Sub-Servicer and will not be included in the Group 2 Available Distribution
Amount.
“Group
2
Certificates”: The Group 2 Senior Certificates and the Group 2 Subordinate
Certificates.
“Group
2
Class A Certificates”: The Class 2A1A Certificates, the 22AA Certificates, the
Class 2A2A Certificates, the Class 2A2B Certificates, the Class 212B
Certificates, the Class 2A3A Certificates, the Class 2A3B Certificates, the
Class 2A4A Certificates, the Class 2A4B Certificates, the Class 2A5A
Certificates and the Class 2A5B Certificates. The Class 212B
Certificates are comprised of the 2A1B Component and the 22AB
Component.
“Group
2
Interest Only Certificates”: The Class 2A2IO Certificates and the Class 2A3IO
Certificates.
“Group
2
Loan Group”: Any of Loan Group 2-1, Loan Group 2-2, Loan Group 2-3, Loan Group
2-4 or Loan Group 2-5.
“Group
2
Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage
Loan Schedule.
“Group
2
Residual Certificates”: The Class 2R Certificates.
“Group
2-1 Mortgage Loans”: Each Loan identified as such on the Mortgage
Loan Schedule.
“Group
2-2 Mortgage Loans”: Each Loan identified as such on the Mortgage
Loan Schedule.
“Group
2-3 Mortgage Loans”: Each Loan identified as such on the Mortgage
Loan Schedule.
“Group
2-4 Mortgage Loans”: Each Loan identified as such on the Mortgage
Loan Schedule.
“Group
2-5 Mortgage Loans”: Each Loan identified as such on the Mortgage
Loan Schedule.
“Group
2
Senior Certificates”: The Group 2 Class A Certificates, the Class 2R
Certificates and the Group 2 Interest Only Certificates.
“Group
2
Senior Percentage”: With respect to any Distribution Date and a Loan Group
included in Collateral Pool 2, the lesser of (a) 100% and (b) a fraction,
expressed as a percentage, the numerator of which is the excess, if any, of
the
aggregate Certificate Principal Balance of the related Group 2 Senior
Certificates for such Distribution Date over the aggregate amount, if any,
payable to the Holders of the related Group 2 Senior Certificates on such date
pursuant to clause (d) of the definition of “Senior Principal Distribution
Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled
Principal Balance of the related Group 2 Mortgage Loans, plus (ii) the aggregate
Scheduled Principal Balance of the REO Properties in the related Loan Group
as
of the first day of the related Due Period.
Notwithstanding
the foregoing, on any Cross-Collateralization Date on which (x) the sum of
(i)
the aggregate Scheduled Principal Balance of the related Group 2 Mortgage Loans,
plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in
the
related Loan Group as of the first day of the related Due Period exceeds (y)
the
excess, if any, of the Certificate Principal Balance of the related Group 2
Class A Certificates for such Distribution Date over the aggregate amount,
if
any, payable to the Holders of the related Group 2 Class A Certificates on
such
date pursuant to clause (d) of the definition of “Senior Principal Distribution
Amount,” the Group 2 Senior Percentage will equal the lesser of (a) 100% and (b)
fraction, expressed as a percentage, the numerator of which is the sum of (i)
the excess, if any, of the Certificate Principal Balance of the related Group
2
Class A Certificates for such Distribution Date over the aggregate amount,
if
any, payable to the Holders of the related Group 2 Class A Certificates on
such
date pursuant to clause (d) of the definition of “Senior Principal Distribution
Amount,” plus (ii) that portion of the Overcollateralized Amount with respect to
Collateral Pool 2 that is subtracted from the related Group 2 Available
Distribution Amount on such Distribution Date, and the denominator of which
is
the sum of (i) the aggregate Scheduled Principal Balance of the related Group
2
Mortgage Loans as of the first day of the related Due Period, plus (ii) the
aggregate Scheduled Principal Balance of the REO Properties in the related
Loan
Group as of the first day of the related Due Period. On any Distribution Date
after the reduction of the Certificate Principal Balances of the related Group
2
Class A Certificates relating to all but one Loan Group to zero, the Group
2
Senior Percentage for that remaining Loan Group will be the lesser of (a) 100%
and (b) a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the Certificate Principal Balance of the related Group 2
Class A Certificates for such Distribution Date over the aggregate amount,
if
any, payable to the Holders of the related Group 2 Class A Certificates on
such
date pursuant to clause (d) of the definition of “Senior Principal Distribution
Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled
Principal Balance of the Group 2 Mortgage Loans as of the first day of the
related Due Period, plus (ii) the aggregate Scheduled Principal Balance of
the
REO Properties in Collateral Pool 2 as of the first day of the related Due
Period.
“Group
2 Senior Prepayment Percentage”: With respect to any Distribution Date and any
Loan Group included in Collateral Pool 2, within the range indicated below,
the
percentage as indicated below:
Distribution
Date
|
Group
2 Senior Prepayment Percentage
|
||||
November
|
2007
|
Through
October
|
2014
|
100%
|
|
November
|
2014
|
Through
October
|
2015
|
related
Group 2 Senior Percentage, plus 70% of the related Group 2 Subordinate
Percentage
|
|
November
|
2015
|
Through
October
|
2016
|
related
Group 2 Senior Percentage, plus 60% of the related Group 2 Subordinate
Percentage
|
|
November
|
2016
|
Through
October
|
2017
|
related
Group 2 Senior Percentage, plus 40% of the related Group 2 Subordinate
Percentage
|
|
November
|
2017
|
Through
October
|
2018
|
related
Group 2 Senior Percentage, plus 20% of the related Group 2 Subordinate
Percentage
|
|
November
|
2018
|
And
thereafter
|
related
Group 2 Senior Percentage
|
provided,
however, no reduction to a Group 2 Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Group 2 Mortgage Loans (a)
delinquent 60 days or more (including REO Properties and Mortgage
Loans in foreclosure or in bankruptcy and that are also delinquent 60 days
or
more) averaged over the last six months (or such fewer number of
months as have elapsed from the Cut-Off Date through the end of the related
Prepayment Period) and (b) the subject of a modification within the previous
twelve months prior to such Distribution Date, but not prior to the Closing
Date, does not exceed 50% of the sum of the then current Certificate Principal
Balances of the Group 2 Subordinate Certificates and (ii) Realized Losses on
the
Group 2 Mortgage Loans to date are less than the then applicable Trigger
Amount.
On
any
Distribution Date on which Realized Losses on the Group 2 Mortgage Loans to
date
are greater than the then applicable Trigger Amount, the Group 2 Senior
Prepayment Percentage for each Loan Group within Collateral Pool 2 will be
the
greater of (x) the related Group 2 Senior Prepayment Percentage for such
Distribution Date or (y) the related Group 2 Senior Prepayment Percentage for
the immediately preceding Distribution Date.
Notwithstanding
the above, if on any Distribution Date (a) the Aggregate Subordinate Percentage
for Collateral Pool 2, prior to giving effect to any distributions on such
Distribution Date, equals or exceeds two times the initial Aggregate Subordinate
Percentage for Collateral Pool 2 as of the Cut-Off Date, (b) the provisions
of
clause (i) of the second preceding paragraph are met and (c) (i) on or prior
to
the Distribution Date occurring in October 2010, cumulative Realized Losses
on
the Group 2 Mortgage Loans as of the end of the related Prepayment Period do
not
exceed 20% of the initial aggregate Certificate Principal Balance of the Group
2
Subordinate Certificates and (ii) after the Distribution Date occurring in
October 2010, cumulative Realized Losses on the Group 2 Mortgage Loans as of
the
end of the Prepayment Period do not exceed 30% of the initial aggregate
Certificate Principal Balance of the Group 2 Subordinate Certificates, then
the
Group 2 Senior Prepayment Percentage for such Distribution Date and each Loan
Group within Collateral Pool 2 will equal the related Group 2 Senior Percentage
plus 50% of the related Group 2 Subordinate Percentage for such Distribution
Date, if such Distribution Date is prior to November 2010, and will equal the
related Group 2 Senior Percentage for such Distribution Date, if such
Distribution Date occurs on or after November 2010.
On
any
Distribution Date on which the Aggregate Senior Percentage for Collateral Pool
2
exceeds the initial Aggregate Senior Percentage for Collateral Pool 2, the
Group
2 Senior Prepayment Percentage for each Loan Group within Collateral Pool 2
shall be 100%.
Upon
reduction of the Certificate Principal Balances of the related Group 2 Class
A
Certificates to zero, the Group 2 Senior Prepayment Percentage for the related
Loan Group shall be 0%.
“Group
2
Subordinate Certificates”: The Class 2B1 Certificates, the Class 2B2
Certificates, the Class 2B3 Certificates, the Class 2B4 Certificates, the Class
2B5 Certificates and the Class 2B6 Certificates.
“Group
2
Subordinate Net WAC Rate”: For any Distribution Date and
the Group 2 Subordinate Certificates, a per annum rate equal to the weighted
average (weighted in proportion to the results of subtracting, from the
aggregate Scheduled Principal Balance, as of the first day of the related Due
Period, of the Mortgage Loans in each of Loan Group 2-1, Loan Group 2-2, Loan
Group 2-3, Loan Group 2-4 and Loan Group 2-5, the Certificate Principal Balance
of the related Group 2 Class A Certificates and, from the aggregate Scheduled
Principal Balance, as of the first day of the related Due Period, from the
Mortgage Loans in Loan Group 2-4, the Certificate Principal Balances of the
Class 2R Certificates) of the Net WAC Rate of the Group 2-1 Mortgage Loans,
the
Net WAC Rate of the Group 2-2 Mortgage Loans, the Net WAC Rate of the Group
2-3
Mortgage Loans, the Net WAC Rate of the Group 2-4 Mortgage Loans and the Net
WAC
Rate of the Group 2-5 Mortgage Loans. For federal income tax
purposes, the equivalent of the foregoing shall be expressed as the weighted
average of the REMIC II-B Remittance Rates on REMIC II-B Regular Interest LT-B1,
REMIC II-B Regular Interest LT-B2, REMIC II-B Regular Interest LT-B3, REMIC
II-B
Regular Interest LT-B4, REMIC II-B Regular Interest LT-B5 and REMIC II-B Regular
Interest LT-B6, weighted on the basis of the Uncertificated Balance of each
such
REMIC II-B Regular Interest.
“Group
2 Subordinate Percentage”: With respect to any Loan Group within Collateral Pool
2 and any Distribution Date, 100% minus the Group 2 Senior Percentage for that
Loan Group and Distribution Date.
“Group
2
Subordinate Prepayment Percentage”: With respect to any Loan Group within
Collateral Pool 2 and any Distribution Date, 100% minus the related Group 2
Senior Prepayment Percentage for the Loan Group and Distribution
Date.
“Group
3
Available Distribution Amount”: With respect to any Distribution Date
and any Loan Group within Collateral Pool 3, an amount equal to the excess
of
(i) the sum attributable to the related Group 3 Mortgage Loans of (a) the
aggregate of the Monthly Payments due on or before the Due Date relating to
such
Distribution Date and received by the Master Servicer (or a Sub-Servicer on
its
behalf) on or prior to the related Determination Date, after deduction of the
applicable Servicing Fee and any applicable lender-paid primary mortgage
insurance premium (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of and substitutions for the related
Group 3 Mortgage Loans, Subsequent Recoveries and other unscheduled collections
of principal and interest in respect of the related Group 3 Mortgage Loans
or
REO Properties received by the Master Servicer (or a Sub-Servicer on its behalf)
during the related Prepayment Period (exclusive of any prepayment charges,
penalties or premiums), (c) the aggregate of any amounts on deposit in the
Distribution Account representing Compensating Interest Payment paid by the
Master Servicer in respect of related Prepayment Interest Shortfalls relating
to
Principal Prepayments that occurred during the related Prepayment Period and
(d)
the aggregate of any P&I Advances made by the Master Servicer for such
Distribution Date over (ii) the sum attributable to or allocable to the related
Group 3 Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master
Servicer, the Trustee (including the Trustee in its capacity as Grantor Trust
Trustee), the Trust Administrator, Citibank or the Custodian pursuant to Section
6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust
Fund
Expenses, (b) amounts in respect of the items set forth in clauses (i)(a)
through (i)(d) above deposited in the Collection Account or the Distribution
Account in respect of the items set forth in clauses (i)(a) through (i)(d)
above
in error, (c) without duplication, any amounts in respect of the items set
forth
in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master
Servicer or to be withdrawn by the Master Servicer from the Collection Account
pursuant to Section 3.18.
Notwithstanding
the foregoing, (i) the Group 3 Available Distribution Amount for any
Distribution Date shall be increased (in the case of an Undercollateralized
Loan
Group) or decreased (in the case of an Overcollateralized Loan Group) by any
applicable portion of any Diverted Interest Amount for such Distribution Date,
as provided in the definition of Diverted Interest Amount and (ii) the
Group 3 Available Distribution Amount for any Distribution Date shall be
increased or decreased, as applicable, by all or the applicable portion, as
the
case may be, of any Class A Principal Adjustment Amount for such Distribution
Date, as provided in the definition of Class A Principal Adjustment
Amount.
Provided,
that, on any Distribution Date on which there are Group 3 Class A Certificates
relating to only one Loan Group remaining outstanding, the Group 3 Available
Distribution Amount for that Distribution Date will be calculated on an
aggregate Collateral Pool 2 basis, without regard to the related Loan
Group.
Notwithstanding
the foregoing, in the event that the amount received during a Prepayment Period
in connection with the foreclosure of a Mortgage Loan in Collateral Pool 3
exceeds the outstanding principal balance of such Mortgage Loan, such amounts
shall be included in the related Group 3 Available Distribution Amount only
to
the extent of Realized Losses incurred during the related Prepayment Period
with
respect to Mortgage Loans in Collateral Pool 3 and the remainder will be held
in
a reserve fund established by or on behalf of the Trust Administrator in order
to offset any future Realized Losses incurred. Prepayment premiums or charges
collected in respect of the Group 3 Mortgage Loans in any Loan Group included
in
Collateral Pool 3 to the extent required to be remitted to the Trust by the
related Sub-Servicer in accordance with the applicable Sub-Servicing Agreement,
will be distributed to the Holders of the Class 3P Certificates and will not
be
included in the Group 3 Available Distribution Amount.
“Group
3
Certificates”: The Group 3 Senior Certificates, the Group 3 Subordinate
Certificates and the Class 3P Certificates.
“Group
3
Class A Certificates”. The Class 31AA Certificates, Class 3A1A Certificates, the
Class 3A1B Certificates, the Class 3A1C Certificates, the Class 31AB
Certificates, the 3A2A Certificates, the Class 3A2B Certificates, the Class
3A3A
Certificates and the Class 3A3B Certificates.
“Group
3
Floating Rate Certificates”: The Class 31AA Certificates, Class 3A1A
Certificates, the Class 3A1B Certificates, the Class 3A1C Certificates and
the
Class 31AB Certificates.
“Class
3
Interest Only Certificates”: The Class 3A1IO Certificates.
“Group
3
Loan Group”: Any of Loan Group 3-1, Loan Group 3-2 or Loan Group
3-3.
“Group
3
Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage
Loan Schedule.
“Group
3
Residual Certificates”: The Class 3R Certificates.
“Group
3-1 Mortgage Loans”: Each Loan identified as such on the Mortgage
Loan Schedule.
“Group
3-2 Mortgage Loans”: Each Loan identified as such on the Mortgage
Loan Schedule.
“Group
3-3 Mortgage Loans”: Each Loan identified as such on the Mortgage
Loan Schedule.
“Group
3
Senior Certificates”: The Group 3 Class A Certificates, the Class 3R
Certificates and the Class 3 Interest Only Certificates.
“Group
3
Senior Percentage”: With respect to any Distribution Date and a Loan Group
included in Collateral Pool 3, the lesser of (a) 100% and (b) a fraction,
expressed as a percentage, the numerator of which is the excess, if any, of
the
aggregate Certificate Principal Balance of the related Group 3 Senior
Certificates for such Distribution Date, over the aggregate amount, if any,
payable to the Holders of the related Group 3 Senior Certificates on such date
pursuant to clause (d) of the definition of “Senior Principal Distribution
Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled
Principal Balance of the related Group 3 Mortgage Loans, plus (ii) the aggregate
Scheduled Principal Balance of the REO Properties in the related Loan Group
as
of the first day of the related Due Period.
Notwithstanding
the foregoing, on any Cross-Collateralization Date on which (x) the sum of
(i)
the aggregate Scheduled Principal Balance of the related Group 3 Mortgage Loans,
plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in
the
related Loan Group as of the first day of the related Due Period exceeds (y)
the
excess, if any, of the Certificate Principal Balance of the related Group 3
Class A Certificates for such Distribution Date over the aggregate amount,
if
any, payable to the Holders of the related Group 3 Class A Certificates on
such
date pursuant to clause (d) of the definition of “Senior Principal Distribution
Amount,” the Group 3 Senior Percentage will equal the lesser of (a) 100% and (b)
fraction, expressed as a percentage, the numerator of which is the sum of (i)
the excess, if any, of the Certificate Principal Balance of the related Group
3
Class A Certificates for such Distribution Date over the aggregate amount,
if
any, payable to the Holders of the related Group 3 Class A Certificates on
such
date pursuant to clause (d) of the definition of “Senior Principal Distribution
Amount,” plus (ii) that portion of the Overcollateralized Amount with respect to
Collateral Pool 3 that is subtracted from the related Group 3 Available
Distribution Amount on such Distribution Date, and the denominator of which
is
the sum of (i) the aggregate Scheduled Principal Balance of the related Group
3
Mortgage Loans as of the first day of the related Due Period, plus (ii) the
aggregate Scheduled Principal Balance of the REO Properties in the related
Loan
Group as of the first day of the related Due Period. On any Distribution Date
after the reduction of the Certificate Principal Balances of the related Group
3
Class A Certificates relating to all but one Loan Group to zero, the Group
3
Senior Percentage for that remaining Loan Group will be the lesser of (a) 100%
and (b) a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the Certificate Principal Balance of the related Group 3
Class A Certificates for such Distribution Date over the aggregate amount,
if
any, payable to the Holders of the related Group 3 Class A Certificates on
such
date pursuant to clause (d) of the definition of “Senior Principal Distribution
Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled
Principal Balance of the Group 3 Mortgage Loans as of the first day of the
related Due Period, plus (ii) the aggregate Scheduled Principal Balance of
the
REO Properties in Collateral Pool 3 as of the first day of the related Due
Period.
“Group
3 Senior Prepayment Percentage”: With respect to any Distribution Date and any
Loan Group included in Collateral Pool 3, within the range indicated below,
the
percentage as indicated below:
Distribution
Date
|
Group
3 Senior Prepayment Percentage
|
||||
November
|
2007
|
Through
October
|
2014
|
100%
|
|
November
|
2014
|
Through
October
|
2015
|
related
Group 3 Senior Percentage, plus 70% of the related Group 3 Subordinate
Percentage
|
|
November
|
2015
|
Through
October
|
2016
|
related
Group 3 Senior Percentage, plus 60% of the related Group 3 Subordinate
Percentage
|
|
November
|
2016
|
Through
October
|
2017
|
related
Group 3 Senior Percentage, plus 40% of the related Group 3 Subordinate
Percentage
|
|
November
|
2017
|
Through
October
|
2018
|
related
Group 3 Senior Percentage, plus 20% of the related Group 3 Subordinate
Percentage
|
|
November
|
2018
|
And
thereafter
|
related
Group 3 Senior Percentage
|
provided,
however, no reduction to a Group 3 Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Group 3 Mortgage Loans (a) delinquent
60
days or more (including REO Properties and Mortgage Loans in foreclosure or
in
bankruptcy and that are also delinquent 60 days or more), averaged over the
last
six months (or such fewer number of months as have elapsed from the Cut-Off
Date
through the end of the related Prepayment Period) and (b) the subject of a
modification within the previous twelve months prior to such Distribution Date,
but not prior to the Closing Date does not exceed 50% of the sum of the then
current Certificate Principal Balances of the Group 3 Subordinate Certificates
and (ii) Realized Losses on the Group 3 Mortgage Loans to date are less than
the
then applicable Trigger Amount.
On
any
Distribution Date on which Realized Losses on the Group 3 Mortgage Loans to
date
are greater than the then applicable Trigger Amount, the Group 3 Senior
Prepayment Percentage for each Loan Group within Collateral Pool 3 will be
the
greater of (x) the related Group 3 Senior Prepayment Percentage for such
Distribution Date or (y) the related Group 3 Senior Prepayment Percentage for
the immediately preceding Distribution Date.
Notwithstanding
the above, if on any Distribution Date (a) the Aggregate Subordinate Percentage
for Collateral Pool 3, prior to giving effect to any distributions on such
Distribution Date, equals or exceeds two times the initial Aggregate Subordinate
Percentage for Collateral Pool 3 as of the Cut-Off Date, (b) the provisions
of
clause (i) of the second preceding paragraph are met and (c) (i) on or prior
to
the Distribution Date occurring in October 2010, cumulative Realized Losses
on
the Group 3 Mortgage Loans as of the end of the related Prepayment Period do
not
exceed 20% of the initial aggregate Certificate Principal Balance of the Group
3
Subordinate Certificates and (ii) after the Distribution Date occurring in
October 2010, cumulative Realized Losses on the Group 3 Mortgage Loans as of
the
end of the Prepayment Period do not exceed 30% of the initial aggregate
Certificate Principal Balance of the Group 3 Subordinate Certificates, then
the
Group 3 Senior Prepayment Percentage for such Distribution Date and each Loan
Group within Collateral Pool 3 will equal the related Group 3 Senior Percentage
plus 50% of the related Group 3 Subordinate Percentage for such Distribution
Date, if such Distribution Date is prior to November 2010, and will equal the
related Group 3 Senior Percentage for such Distribution Date, if such
Distribution Date occurs on or after November 2010.
On
any
Distribution Date on which the Aggregate Senior Percentage for Collateral Pool
3
exceeds the initial Aggregate Senior Percentage for Collateral Pool 3, the
Group
3 Senior Prepayment Percentage for each Loan Group within Collateral Pool 3
shall be 100%.
Upon
reduction of the Certificate Principal Balances of the related Group 3 Class
A
Certificates to zero, the Group 3 Senior Prepayment Percentage for the related
Loan Group shall be 0%.
“Group
3
Subordinate Certificates”: The Class 3B1 Certificates, the Class 3B2
Certificates, the Class 3B3 Certificates, the Class 3B4 Certificates, the Class
3B5 Certificates and the Class 3B6 Certificates.
“Group
3
Subordinate Net WAC Rate”: For any Distribution Date and
the Group 3 Subordinate Certificates, a per annum rate equal to the weighted
average (weighted in proportion to the results of subtracting, from the
aggregate Scheduled Principal Balance, as of the first day of the related Due
Period, of the Mortgage Loans in each of Loan Group 3-1, Loan Group 3-2 and
Loan
Group 3-3, the Certificate Principal Balance of the related Group 3 Class A
Certificates and, from the aggregate Scheduled Principal Balance, as of the
first day of the related Due Period, from the Mortgage Loans in Loan Group
3-3,
the Certificate Principal Balances of the Class 3R Certificates and Class 3P
Certificates) of the Net WAC Rate of the Group 3-1 Mortgage Loans, the Net
WAC
Rate of the Group 3-2 Mortgage Loans and the Net WAC Rate of the Group 3-3
Mortgage Loans. For federal income tax purposes, the equivalent of
the foregoing shall be expressed as the weighted average of the REMIC III-B
Remittance Rates on REMIC III-B Regular Interest LT-B1, REMIC III-B Regular
Interest LT-B2, REMIC III-B Regular Interest LT-B3, REMIC III-B Regular Interest
LT-B4, REMIC III-B Regular Interest LT-B5 and REMIC III-B Regular Interest
LT-B6, weighted on the basis of the Uncertificated Balance of each such REMIC
III-B Regular Interest.
“Group
3
Subordinate Percentage”: With respect to any Loan Group within Collateral Pool 3
and any Distribution Date, 100% minus the Group 3 Senior Percentage for that
Loan Group and Distribution Date.
“Group
3
Subordinate Prepayment Percentage”: With respect to any Loan Group within
Collateral Pool 3 and any Distribution Date, 100% minus the related Group 3
Senior Prepayment Percentage for the Loan Group and Distribution
Date.
“HomeBanc”:
HomeBanc Mortgage Corporation, or its successors in interest.
“HomeBanc
Mortgage Loans”: The Mortgage Loans originated by HomeBanc and serviced by Xxxxx
Fargo pursuant to the Initial Sub-Servicing Agreement to which it is a
party.
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Master Servicer and their respective
Affiliates, (b) does not have any direct financial interest in or any material
indirect financial interest in the Depositor, the Master Servicer or any
Affiliate thereof, and (c) is not connected with the Depositor, the Master
Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor, the Master Servicer or any Affiliate thereof merely because such
Person is the beneficial owner of 1% or less of any class of securities issued
by the Depositor or the Master Servicer or any Affiliate thereof, as the case
may be.
“Independent
Contractor”: Either (i) any Person (other than the Master Servicer) that would
be an “independent contractor” with respect to any REMIC within the meaning of
Section 856(d)(3) of the Code if any REMIC were a real estate investment trust
(except that the ownership tests set forth in that section shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates), so long as any REMIC does not receive or derive any
income from such Person and provided that the relationship between such Person
and any REMIC is at arm’s length, all within the meaning of Treasury Regulation
Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer)
if the Trust Administrator has received an Opinion of Counsel for the
benefit of the Trustee and the Trust Administrator to the effect that the taking
of any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to
qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code (determined without regard to the exception applicable for purposes
of
Section 860D(a) of the Code), or cause any income realized in respect of such
REO Property to fail to qualify as Rents from Real Property.
“Index”:
With respect to any Adjustable-Rate Mortgage Loan, the index for the adjustment
of the Mortgage Rate set forth as such on the related Mortgage
Note.
“Initial
Sub-Servicer”: Each of CitiMortgage, Citi Residential, Countrywide
Servicing, GreenPoint, National City Mortgage Co., Orchid, SunTrust and Xxxxx
Fargo.
“Initial
Sub-Servicing Agreement”: With respect to the Mortgage Loans, (i) the Master
Mortgage Loan Purchase and Servicing Agreement, dated as of September 1, 2006,
between Citigroup Global Markets Realty Corp. as Initial Purchaser and Opteum
Financial Services, LLC (d/b/a/ Orchid Island TRS, LLC) as Seller and Servicer,
(ii) the Master Mortgage Loan Purchase and Servicing Agreement, dated as of
February 1, 2005, and as amended on December 28, 2005, between Citigroup Global
Markets Realty Corp. as Initial Purchaser and CitiMortgage, Inc. as Seller
and
Servicer, (iii) the Amended and Restated Master Mortgage Loan Purchase and
Servicing Agreement, dated as of December 15, 2003, and as amended on February
28, 2006, between Countrywide Servicing and the Seller, as amended; (iv) the
Master Mortgage Loan Purchase and Servicing Agreement, dated as of April 1,
2005, and as amended on May 1, 2006 between Citigroup Global Markets Realty
Corp. as Initial Purchaser and GreenPoint Mortgage Funding, Inc. as Seller
and
Servicer, (v) the Amended and Restated Master Seller’s Warranties and Servicing
Agreement, dated as of September 1, 2003, as amended and restated to and
including May 1, 2005, and as amended on April 5, 2006, between National City
Mortgage Co. and the Seller, (vi) the Amended and Restated Master Mortgage
Loan
Purchase and Servicing Agreement, dated as of July 1, 2005, as amended on
February 22, 2006 and as further amended on March 16, 2007, between Citigroup
Global Markets Realty Corp. as Initial Purchaser and SunTrust Mortgage, Inc.
as
Seller and Servicer, (vii) the Servicing Agreement, dated as of September 1,
2007, between Citigroup Global Markets Realty Corp. and Citi Residential Lending
Inc. and (viii) the Amended and Restated Master Mortgage Loan Purchase
Agreement, dated as of March 1, 2006, between Xxxxx Fargo and the Seller, as
amended; each as modified as of the date hereof.
“Insurance
Proceeds”: Proceeds of any Primary Mortgage Insurance Policy, title policy,
hazard policy or other insurance policy covering a Mortgage Loan, to the extent
such proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the procedures that
the
Master Servicer would follow in servicing mortgage loans held for its own
account, subject to the terms and conditions of the related Mortgage Note and
Mortgage.
“Interest
Accrual Period”: The Interest Accrual Period for any
Distribution Date and any Class of Certificates (other than any Class of Group
3
Floating Rate Certificates) and with respect to each Underlying Interest, the
calendar month preceding the month in which the Distribution Date occurs, and
each such Interest Accrual Period shall be deemed to be 30 days regardless
of
its actual length. With respect to any Distribution Date and the
Group 3 Floating Rate Certificates, the period commencing on the
Distribution Date of the month immediately preceding the month in which the
Distribution Date occurs or, in the case of the first Distribution Date,
commencing on the Closing Date, and ending on the day immediately preceding
the
Distribution Date. All distributions of interest on the Certificates
(other than the Group 3 Floating Rate Certificates) and the Underlying Interests
will be based on a 360-day year consisting of twelve 30-day Interest Accrual
Periods. All distributions of interest on the Group 3 Floating Rate
Certificates will be based on a 360-day year and the actual number of days
in
the applicable Interest Accrual Period.
“Interest
Distribution Amount”: With respect to any Class of Group 1 Certificates for any
Distribution Date, an amount equal to one month’s interest accrued during the
most recently ended Interest Accrual Period at the applicable Pass-Through
Rate
on the Certificate Principal Balance of such Class of Certificates immediately
prior to such Distribution Date. With respect to any Class of Group 2
Certificates or Component for any Distribution Date, an amount equal to one
month’s interest accrued during the most recently ended Interest Accrual Period
at the applicable Pass Through Rate on the Certificate Principal Balance or
Component Principal Balance or Notional Amount (in the case of the Class 2
Interest Only Certificates) of such Class of Certificates or Component, as
the
case may be, immediately prior to such Distribution Date. With
respect to any Class of Group 3 Certificates or Underlying Interest for any
Distribution Date, an amount equal to one month’s interest accrued during the
most recently ended Interest Accrual Period at the applicable Pass-Through
Rate
on the Certificate Principal Balance or Notional Amount (in the case of the
Class 3 Interest Only Certificates) of such Class of Certificates or Underlying
Interest, immediately prior to such Distribution Date. The Interest
Distribution Amount for any such Class of Certificates or Component, as the
case
may be, (a) will also include, in the case of any Distribution Date subsequent
to the initial Distribution Date, the excess, if any, of the Interest
Distribution Amount in respect of such Class or Component, as the case may
be,
for the immediately preceding Distribution Date, over the aggregate
distributions of interest made in respect of such Class or Component, as the
case may be, pursuant to Section 4.01(a) on such immediately preceding
Distribution Date and (b) will be reduced, in the case of any Distribution
Date,
by the amount of any Prepayment Interest Shortfalls (to the extent not covered
by Compensating Interest Payments paid by related Initial Sub-Servicer or by
the
Master Servicer) and Relief Act Interest Shortfalls that were allocated to
such
Class or Component on such Distribution Date pursuant to Section
1.02.
“Interest
Only Certificates”: The Group 2 Interest Only Certificates and the
Group 3 Interest Only Certificates.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any Due Period, whether as
late
payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds
or
otherwise, which represent late payments or collections of principal and/or
interest due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) but delinquent for such Due Period and not
previously recovered, or in the case of a Cooperative Loan, the Security
Agreement and Mortgage Note) but delinquent for such Due Period and not
previously recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to
such Mortgage Loan; or (iii) such Mortgage Loan is removed from the applicable
Trust REMIC by reason of its being purchased, sold or replaced pursuant to
or as
contemplated by Section 2.03 or Section 3.16(c). With respect to any REO
Property, either of the following events: (i) a Final Recovery Determination
is
made as to such REO Property; or (ii) such REO Property is removed from the
applicable Trust REMIC by reason of its being purchased pursuant to Section
9.01.
“Liquidation
Proceeds”: The amount (including any Insurance Proceeds or amounts received in
respect of the rental of any REO Property prior to REO Disposition) received
by
the Master Servicer in connection with (i) the taking of all or a part of a
Mortgaged Property by exercise of the power of eminent domain or condemnation,
(ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale,
foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale
of
a Mortgage Loan or an REO Property pursuant to or as contemplated by Section
2.03, Section 3.16(c), Section 3.23 or Section 9.01.
“LoanCity”:
LoanCity, or its successors in interest.
“LoanCity
Mortgage Loans”: The Mortgage Loans originated by LoanCity and serviced by
CitiMortgage pursuant to the Initial Sub-Servicing Agreement to which it is
a
party.
“Loan
Group”: Any of Loan Group 2-1, Loan Group 2-2, Loan Group 2-3, Loan Group 2-4,
Loan Group 2-5, Loan Group 3-1, Loan Group 3-2 or Loan Group 3-3.
“Loan
Group 2-1”: The Loan Group consisting of the Group 2-1 Mortgage
Loans.
“Loan
Group 2-2”: The Loan Group consisting of the Group 2-2 Mortgage
Loans.
“Loan
Group 2-3”: The Loan Group consisting of the Group 2-3 Mortgage
Loans.
“Loan
Group 2-4”: The Loan Group consisting of the Group 2-4 Mortgage
Loans.
“Loan
Group 2-5”: The Loan Group consisting of the Group 2-5 Mortgage
Loans.
“Loan
Group 3-1”: The Loan Group consisting of the Group 3-1 Mortgage
Loans.
“Loan
Group 3-2”: The Loan Group consisting of the Group 3-2 Mortgage
Loans.
“Loan
Group 3-3”: The Loan Group consisting of the Group 3-3 Mortgage
Loans.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the related
Mortgage Loan at such date and the denominator of which is the Value of the
related Mortgaged Property.
“Master
Servicer”: CitiMortgage, Inc. or any successor master servicer appointed as
herein provided, in its capacity as Master Servicer hereunder.
“Master
Servicer Certification”: A written certification, substantially in
the form attached hereto as Exhibit H, signed by an officer of the Master
Servicer.
“Master
Servicer Event of Default”: One or more of the events described in Section
7.01.
“Master
Servicer Remittance Date”: With respect to any Distribution Date, 12:00 p.m. New
York time on the Business Day preceding the Distribution Date or if the
Collection Account is held at Citibank (for so long as Citibank is the Paying
Agent), 12:00 p.m. New York time on the Distribution Date.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“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.
“Metro
City”: Metro City Mortgages
Inc., or its successors in interest.
“Metro
City Mortgage Loans”: The Mortgage Loans originated by Metro City and serviced
by CitiMortgage pursuant to the Initial Sub-Servicing Agreement to which it
is a
party.
“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.
“Mission
1”: Mission 1 Funding, Inc., or its successors in interest.
“Mission
1 Mortgage Loans”: The Mortgage Loans originated by Mission 1 and serviced by
Cenlar as a subservicer for Orchid pursuant to the Initial Sub-Servicing
Agreement to which it is a party.
“MOM
Loan”: With respect to any Mortgage Loans registered with MERS on the MERS®
System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee
for the originator of such Mortgage Loan and its successors and assigns, at
the
origination thereof.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined: (a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Master
Servicer pursuant to Section 3.07; and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on, or
first priority security interest in, a Mortgaged Property securing a Mortgage
Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan or Cooperative Loan transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.03 of this Agreement, as from
time
to time held as a part of REMIC I, REMIC II-A or REMIC III-A, as applicable,
the
Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Purchase Agreement”: The agreement between the Depositor and the Seller
regarding the transfer of the Mortgage Loans by the Seller to or at the
direction of the Depositor, substantially in the form of Exhibit D annexed
hereto.
“Mortgage
Loan Remittance Rate”: With respect to any Mortgage Loan or REO Property, as of
any date of determination, the then applicable Expense Adjusted Mortgage Rate
in
respect thereof.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I,
REMIC II-A or REMIC III-A on such date, attached hereto as Schedule 1. The
Mortgage Loan Schedule shall set forth, but is not limited to, the following
information with respect to each Mortgage Loan:
(i) the
Master Servicer’s Mortgage Loan identifying number;
(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) a
code indicating if the Mortgage Loan is subject to a Primary Mortgage Insurance
Policy;
(xviii) the
Value of the Mortgaged Property;
(xix) the
sale price of the Mortgaged Property, if applicable;
(xx)
the actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
(xxi) the
Servicing Fee Rate and whether the Servicing Fee Rate steps up on the initial
Adjustment Date;
(xxii) if
such Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Maximum Mortgage
Rate, Minimum Mortgage Rate, Gross Margin, Index and Periodic Rate
Cap;
(xxiii) whether
such Mortgage Loan has an interest-only period, and if so, the first Due Date
on
which Monthly Payments are scheduled to include principal
amortization;
(xxiv) the
Collateral Pool in which such Mortgage Loan shall reside, and in the case of
Collateral Pool 2 and Collateral Pool 3, the Loan Group in which such Mortgage
Loan shall reside;
(xxv) the
originator of such Mortgage Loan and the Initial Sub-Servicer of such Mortgage
Loan; and
(xxvi) a
code indicating if such Mortgage Loan is covered by lender-paid primary mortgage
insurance.
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number
of
Mortgage Loans; (2) the current principal balance of such Mortgage Loans; (3)
the weighted average Mortgage Rate of such Mortgage Loans; (4) the weighted
average maturity of such 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 Master Servicer 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 but without regard to any reduction
thereof as a result of a Debt Service Reduction or operation of the Relief
Act.
With respect to each Mortgage Loan that becomes an REO Property, as of any
date
of determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a Residential
Dwelling or Cooperative Assets.
“Mortgagor”: The
obligor on a Mortgage Note.
“National
City Mortgage Co.”: National City Mortgage Co., or its successors in
interest.
“National
City Mortgage Inc.”: National City Mortgage Inc., or its successors in
interest.
“National
City Mortgage Inc. Mortgage Loans”: The Mortgage Loans originated by National
City Mortgage Inc. and serviced by National City Mortgage Co. pursuant to the
Initial Sub-Servicing Agreement to which it is a party.
“Net
Swap
Payment”: The Net Swap Payment will be required to be made on or before each
applicable Distribution Date (a) by the Grantor Trust Trustee to the Swap
Provider, if the Fixed Swap Payment for such Distribution Date exceeds the
Floating Swap Payment for such Distribution Date, or (b) by the Swap Provider
to
the Grantor Trust Trustee, if the Floating Swap Payment exceeds the Fixed Swap
Payment for such Distribution Date.
“Net
WAC
Rate”: The Net WAC Rate for any Distribution Date and the Group 1
Mortgage Loans is a rate per annum equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group 1 Mortgage Loans, weighted based on their
Principal Balances as of the first day of the related Due Period (after giving
effect to scheduled payments of principal due during the Due Period including
such first day, to the extent received or advanced, and unscheduled collections
of principal distributed on the prior Distribution Date).
The
Net
WAC Rate for any Distribution Date and the Group 2 Mortgage Loans is a rate
per annum equal to the weighted average of the Expense Adjusted Mortgage Rates
of the Group 2 Mortgage Loans, weighted based on
their principal balances as of the first day of the related Due Period
(after giving effect to scheduled payments of principal due during the Due
Period including such first day, to the extent received or advanced, and
unscheduled collections of principal distributed on the prior Distribution
Date). The Net WAC Rate for any Distribution Date and the Group 2-1
Mortgage Loans is a rate per annum equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans, weighted based on
their
principal balances as of the first day of the related Due Period (after giving
effect to scheduled payments of principal due during the Due Period including
such first day, to the extent received or advanced, and unscheduled collections
of principal distributed on the prior Distribution Date). For federal income
tax
purposes, the equivalent of the foregoing shall be expressed as the weighted
average of the REMIC II-B Remittance Rates on REMIC II-B Regular Xxxxxxxx XX0X0X
and REMIC II-B Regular Interest LT212B(1), weighted on the basis of the
Uncertificated Balance of such REMIC II-B Regular Interest. The Net WAC Rate
for
any Distribution Date and the Group 2-2 Mortgage Loans is a rate per annum
equal
to the weighted average of the Expense Adjusted Mortgage Rates of the Group
2-2
Mortgage Loans, weighted based on their principal balances as of the first
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the Due Period including such first day, to the extent
received or advanced, and unscheduled collections of principal distributed
on
the prior Distribution Date). For federal income tax purposes, the
equivalent of the foregoing shall be expressed as the weighted average of the
REMIC II-B Remittance Rates on REMIC II-B Regular Interest LT21AA, REMIC II-B
Regular Xxxxxxxx XX0X0X, REMIC II-B Regular Interest LT2A2B and REMIC II-B
Regular Interest LT212B(2), weighted on the basis of the Uncertificated Balance
of each such REMIC II-B Regular Interest. The Net WAC Rate for any Distribution
Date and the Group 2-3 Mortgage Loans is a rate per annum equal to the weighted
average of the Expense Adjusted Mortgage Rates of the Group 2-3 Mortgage Loans,
weighted based on their principal balances as of the first day of the related
Due Period (after giving effect to scheduled payments of principal due during
the Due Period including such first day, to the extent received or advanced,
and
unscheduled collections of principal distributed on the prior Distribution
Date). For federal income tax purposes, the equivalent of the
foregoing shall be expressed as the weighted average of the REMIC II-B
Remittance Rates on REMIC II-B Regular Xxxxxxxx XX0X0X and REMIC II-B Regular
Interest LT2A3B, weighted on the basis of the Uncertificated Balance of each
such REMIC II-B Regular Interest. The Net WAC Rate for any Distribution Date
and
the Group 2-4 Mortgage Loans is a rate per annum equal to the weighted average
of the Expense Adjusted Mortgage Rates of the Group 2-4 Mortgage Loans, weighted
based on their principal balances as of the first day of the related Due Period
(after giving effect to scheduled payments of principal due during the Due
Period including such first day, to the extent received or advanced, and
unscheduled collections of principal distributed on the prior Distribution
Date). For federal income tax purposes, the equivalent of the foregoing shall
be
expressed as the weighted average of the REMIC II-B Remittance Rates on REMIC
II-B Regular Xxxxxxxx XX0X0X and REMIC II-B Regular Interest LT2A4B, weighted
on
the basis of the Uncertificated Balance of each such REMIC II-B Regular
Interest. The Net WAC Rate for any Distribution Date and the Group 2-5 Mortgage
Loans is a rate per annum equal to the weighted average of the Expense Adjusted
Mortgage Rates of the Group 2-5 Mortgage Loans, weighted based on their
principal balances as of the first day of the related Due Period (after giving
effect to scheduled payments of principal due during the Due Period including
such first day, to the extent received or advanced, and unscheduled collections
of principal distributed on the prior Distribution Date). For federal income
tax
purposes, the equivalent of the foregoing shall be expressed as the weighted
average of the REMIC II-B Remittance Rates on REMIC II-B Regular Xxxxxxxx XX0X0X
and REMIC II-B Regular Interest LT2A5B, weighted on the basis of the
Uncertificated Balance of each such REMIC II-B Regular Interest.
The
Net
WAC Rate for any Distribution Date and the Group 3 Mortgage Loans is a rate
per
annum equal to the weighted average of the Expense Adjusted Mortgage Rates
of
the Group 3 Mortgage Loans, weighted based on their principal balances as of
the
first day of the related Due Period (after giving effect to scheduled payments
of principal due during the Due Period including such first day, to the extent
received or advanced, and unscheduled collections of principal distributed
on
the prior Distribution Date). The Net WAC Rate for any Distribution Date and
the
Group 3-1 Mortgage Loans is a rate per annum equal to the weighted average
of
the Expense Adjusted Mortgage Rates of the Group 3-1 Mortgage Loans, weighted
based on their principal balances as of the first day of the related Due Period
(after giving effect to scheduled payments of principal due during the Due
Period including such first day, to the extent received or advanced, and
unscheduled collections of principal distributed on the prior Distribution
Date). For federal income tax purposes, the equivalent of the foregoing shall
be
expressed as the weighted average of the REMIC III-B Remittance Rates on REMIC
III-B Regular Interest LT31AA, REMIC III-B Regular Xxxxxxxx XX0X0X, REMIC III-B
Regular Interest LT3A1B, REMIC III Regular Interest LT3A1C and REMIC III-B
Regular Interest LT31AB, weighted on the basis of the Uncertificated Balance
of
each such REMIC III-B Regular Interest. The Net WAC Rate for any Distribution
Date and the Group 3-2 Mortgage Loans is a rate per annum equal to the weighted
average of the Expense Adjusted Mortgage Rates of the Group 3-2 Mortgage Loans,
weighted based on their principal balances as of the first day of the related
Due Period (after giving effect to scheduled payments of principal due during
the Due Period including such first day, to the extent received or advanced,
and
unscheduled collections of principal distributed on the prior Distribution
Date). For federal income tax purposes, the equivalent of the
foregoing shall be expressed as the weighted average of the REMIC III-B
Remittance Rates on REMIC III-B Regular Xxxxxxxx XX0X0X and REMIC III-B Regular
Interest LT3A2B, weighted on the basis of the Uncertificated Balance of each
such REMIC III-B Regular Interest. The Net WAC Rate for any Distribution Date
and the Group 3-3 Mortgage Loans is a rate per annum equal to the weighted
average of the Expense Adjusted Mortgage Rates of the Group 3-3 Mortgage Loans,
weighted based on their principal balances as of the first day of the related
Due Period (after giving effect to scheduled payments of principal due during
the Due Period including such first day, to the extent received or advanced,
and
unscheduled collections of principal distributed on the prior Distribution
Date). For federal income tax purposes, the equivalent of the
foregoing shall be expressed as the weighted average of the REMIC III-B
Remittance Rates on REMIC III-B Regular Xxxxxxxx XX0X0X and REMIC III-B Regular
Interest LT3A3B, weighted on the basis of the Uncertificated Balance of each
such REMIC III-B Regular Interest.
“New
Lease”: Any lease of REO Property entered into on behalf of REMIC I, REMIC II-A
or REMIC III-A, including any lease renewed or extended on behalf of REMIC
I,
REMIC II-A or REMIC III-A as applicable, has the right to renegotiate the terms
of such lease.
“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in
respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the Master Servicer, will not or, in the case of a proposed P&I
Advance, would not be ultimately recoverable from related late payments,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.
“Non-United
States Person”: Any Person other than a United States
Person.
“Notional
Amount”: For any Distribution Date and the Class 2A2IO Certificates,
the Certificate Principal Balance of the Class 2A2A Certificates immediately
prior to such Distribution Date. For federal income tax purposes, the
Notional Amount of the Class 2A2IO Certificate for any Distribution Date shall
be the Uncertificated Balance of REMIC II-B Regular Xxxxxxxx
XX0X0X. For any Distribution Date and the Class 2A3IO Certificates,
the Certificate Principal Balance of the Class 2A3A Certificates immediately
prior to such Distribution Date. For federal income tax purposes, the
Notional Amount of the Class 2A31IO Certificate for any Distribution Date shall
be the Uncertificated Balance of REMIC II-B Regular Xxxxxxxx
XX0X0X. For any Distribution Date and the Class 3A1IO Certificates,
the sum of the aggregate Certificate Principal Balance of the Group 3 Floating
Rate Certificates. For federal income tax purposes, the Notional
Amount of the Class 3A1IO Certificates for any Distribution Date shall be the
aggregate Uncertificated Balances of REMIC III-B Regular Interest LT31AA, REMIC
III-B Regular Xxxxxxxx XX0X0X, REMIC III-B Regular Interest LT3A1B, REMIC III-B
Regular Interest LT3A1C and REMIC III-B Regular Interest
LT31AB.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Seller or the Depositor, as applicable; with
respect to the Master Servicer, any officer who is authorized to act for the
Master Servicer in matters relating to this Agreement, and whose action is
binding upon the Master Servicer, initially including those individuals whose
names appear on the list of authorized officers delivered at the
closing.
“One-Month
LIBOR”: As defined in the Swap Agreement.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, the Master Servicer or the Trust
Administrator acceptable to the Trustee, if such opinion is delivered to the
Trustee, or reasonably acceptable to the Trust Administrator, if such opinion
is
delivered to the Trust Administrator, except that any opinion of counsel
relating to (a) the qualification of any Trust REMIC as a REMIC, (b) compliance
with the REMIC Provisions must be an opinion of Independent counsel or (c)
the
qualification of the Grantor Trust as a grantor trust under subpart E, Part
I of
subchapter J of the Code for federal income tax purposes.
“Orchid”:
Orchid Island TRS, LLC, or its successors in interest.
“Orchid
Mortgage Loans”: The Mortgage Loans originated by Orchid and serviced by Cenlar
as a subservicer for Orchid pursuant to the Initial Sub-Servicing Agreement
to
which it is a party.
“Original
Mortgage Loan”: Any Mortgage Loan included in the Trust Fund as of the Closing
Date.
“Originator”:
American Home, Argent, CitiMortgage, Countrywide, GreenPoint, HomeBanc,
LoanCity, Metro City, Mission 0, Xxxxxxxx Xxxx Xxxxxxxx Xxx., Xxxxxx, XxxxXxx,
Xxx Breeze, Secured Bankers, SunTrust, Taylor, Bean, Weichert and Xxxxx
Fargo.
“Overcollateralized
Amount”: As to any Distribution Date and Collateral Pool 2 or Collateral Pool 3,
an amount equal to the sum of the Undercollateralized Amounts for the Loan
Groups relating to the same Collateral Pool.
“Overcollateralized
Loan Group”: With respect to the Class A Certificates relating to Collateral
Pool 2 or Collateral Pool 3, as to any Distribution Date on which there are
one
or more Undercollateralized Loan Groups, any Loan Group within such Collateral
Pool for which there is no Undercollateralized Amount.
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: The Pass-Through Rate for each Class of Certificates and each
Distribution Date will be as follows:
Class
1A1A and Class A1B:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 1 Mortgage Loans.
|
Group
1 Subordinate Certificates:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 1 Mortgage Loans.
|
Class
1R:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 1 Mortgage Loans.
|
Class
2A1A and Class 2A1B:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 2-1 Mortgage Loans.
|
Class
2A2A:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 58th
Distribution
Date, a per annum rate equal to the Net WAC Rate of the Group 2-2
Mortgage
Loans minus 0.458%. For each Distribution Date after the 58th
Distribution
Date, a per annum rate equal to the Net WAC Rate of the Group 2-2
Mortgage.
|
Class
2A2IO:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 58th
Distribution
Date, 0.458% per annum. For each Distribution Date after the 58th
Distribution
Date, 0.000% per annum.
|
Class
22AA and Class 2A2B:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 2-2 Mortgage Loans.
|
Class
212B:
|
For
each Distribution Date a per annum rate equal to the weighted average
of
the Pass-Through Rate for the 2A1B Component and the Pass-Through
Rate for
the 22AB Component, weighted on the basis of the Component Principal
Balances of the 2A1B Component and the 22AB Component,
respectively.
|
Class
2A3A:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 79th
Distribution
Date, a per annum rate equal to the Net WAC Rate of the Group 2-3
Mortgage
Loans minus 0.250%. For each Distribution Date after the 79th
Distribution
Date, a per annum rate equal to the Net WAC Rate of the Group 2-3
Mortgage.
|
Class
2A3IO:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 79th
Distribution
Date, 0.250% per annum. For each Distribution Date after the 79th
Distribution
Date, 0.000% per annum.
|
Class
2A3B:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 2-3 Mortgage Loans.
|
Class
2A4A and Class 2A4B:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 2-4 Mortgage Loans.
|
Class
2A5A and Class 2A5B:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 2-5 Mortgage Loans.
|
Group
2 Subordinate Certificates:
|
For
any Distribution Date, the Group 2 Subordinate Net WAC Rate for the
Group
2 Subordinate Certificates and that Distribution Date.
|
Class
2R:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 2-4 Mortgage Loans.
|
Class
31AA:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 57th Distribution Date, a per annum rate equal to (i)
the
lesser of (a) One-Month LIBOR plus 0.950% and (b) the related Grantor
Trust Net WAC Rate or (ii) if the Swap Agreement is terminated, a
per
annum rate equal to the product of the Pass-Through Rate of the Class
31AA
Underlying Interest for such Distribution Date and a fraction, the
numerator of which is 30 and the denominator of which is the actual
number
of days in the Interest Accrual Period for such class of Group 3
Floating
Rate Certificates for such Distribution Date. For each
Distribution Date after the 57th Distribution Date, a per annum rate
equal
to the least of (a) One-Month LIBOR plus 0.950%, (b) 11.00% and (c)
the
product of the Net WAC Rate of the Group 3-1 Mortgage Loans and a
fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days in the Interest Accrual Period for such class
of
Group 3 Floating Rate Certificates for such Distribution
Date.
|
Class
3A1A:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 57th Distribution Date, a per annum rate equal to (i)
the
lesser of (a) One-Month LIBOR plus 0.820% and (b) the related Grantor
Trust Net WAC Rate or (ii) if the Swap Agreement is terminated, a
per
annum rate equal to the product of the Pass-Through Rate of the Class
3A1A
Underlying Interest for such Distribution Date and a fraction, the
numerator of which is 30 and the denominator of which is the actual
number
of days in the Interest Accrual Period for such class of Group 3
Floating
Rate Certificates for such Distribution Date. For each
Distribution Date after the 57th Distribution Date, a per annum rate
equal
to the least of (a) One-Month LIBOR plus 0.820%, (b) 11.00% and (c)
the
product of the Net WAC Rate of the Group 3-1 Mortgage Loans and a
fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days in the Interest Accrual Period for such class
of
Group 3 Floating Rate Certificates for such Distribution
Date.
|
Class
3A1B:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 57th Distribution Date, a per annum rate equal to (i)
the
lesser of (a) One-Month LIBOR plus 0.900% and (b) the related Grantor
Trust Net WAC Rate or (ii) if the Swap Agreement is terminated, a
per
annum rate equal to the product of the Pass-Through Rate of the Class
3A1B
Underlying Interest for such Distribution Date and a fraction, the
numerator of which is 30 and the denominator of which is the actual
number
of days in the Interest Accrual Period for such class of Group 3
Floating
Rate Certificates for such Distribution Date. For each
Distribution Date after the 57th Distribution Date, a per annum rate
equal
to the least of (a) One-Month LIBOR plus 0.900%, (b) 11.00% and (c)
the
product of the Net WAC Rate of the Group 3-1 Mortgage Loans and a
fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days in the Interest Accrual Period for such class
of
Group 3 Floating Rate Certificates for such Distribution
Date.
|
Class
3A1C:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 57th Distribution Date, a per annum rate equal to (i)
the
lesser of (a) One-Month LIBOR plus 0.950% and (b) the related Grantor
Trust Net WAC Rate or (ii) if the Swap Agreement is terminated, a
per
annum rate equal to the product of the Pass-Through Rate of the Class
3A1C
Underlying Interest for such Distribution Date and a fraction, the
numerator of which is 30 and the denominator of which is the actual
number
of days in the Interest Accrual Period for such class of Group 3
Floating
Rate Certificates for such Distribution Date. For each
Distribution Date after the 57th Distribution Date, a per annum rate
equal
to the least of (a) One-Month LIBOR plus 0.950%, (b) 11.00% and (c)
the
product of the Net WAC Rate of the Group 3-1 Mortgage Loans and a
fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days in the Interest Accrual Period for such class
of
Group 3 Floating Rate Certificates for such Distribution
Date.
|
Class
31AB:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 57th Distribution Date, a per annum rate equal to (i)
the
lesser of (a) One-Month LIBOR plus 0.950% and (b) the related Grantor
Trust Net WAC Rate or (ii) if the Swap Agreement is terminated, a
per
annum rate equal to the product of the Pass-Through Rate of the Class
31AB
Underlying Interest for such Distribution Date and a fraction, the
numerator of which is 30 and the denominator of which is the actual
number
of days in the Interest Accrual Period for such class of Group 3
Floating
Rate Certificates for such Distribution Date. For each
Distribution Date after the 57th Distribution Date, a per annum rate
equal
to the least of (a) One-Month LIBOR plus 0.950%, (b) 11.00% and (c)
the
product of the Net WAC Rate of the Group 3-1 Mortgage Loans and a
fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days in the Interest Accrual Period for such class
of
Group 3 Floating Rate Certificates for such Distribution
Date.
|
Class
3A1IO:
|
For
any Distribution Date, a per annum rate equal to the excess, if any,
of
(a) the Net WAC Rate of the Group 3-1 Mortgage Loans over (b) the
weighted
average Pass-Through Rate of the Underlying Interests. For
federal income tax purposes, the equivalent of the foregoing shall
be
expressed as the sum of (i) the excess, if any, of (a) the Net WAC
Rate of
the Group 3-1 Mortgage Loans over (b) the Pass-Through Rate on the
Class
31AA Underlying Interest calculated on a notional amount equal to
the
Uncertificated Balance of REMIC III-B Regular Interest LT31AA, (ii)
the
excess, if any, of (a) the Net WAC Rate of the Group 3-1 Mortgage
Loans
over (b) the Pass-Through Rate on the Class 3A1A Underlying Interest
calculated on a notional amount equal to the Uncertificated Balance
of
REMIC III-B Regular Interest LT3A1A, (iii) the excess, if any, of
(a) the
Net WAC Rate of the Group 3-1 Mortgage Loans over (b) the Pass-Through
Rate on the Class 3A1B Underlying Interest calculated on a notional
amount
equal to the Uncertificated Balance of REMIC III-B Regular Interest
LT3A1B, (iv) the excess, if any, of (a) the Net WAC Rate of the Group
3-1
Mortgage Loans over (b) the Pass-Through Rate on the Class 3A1C Underlying
Interest calculated on a notional amount equal to the Uncertificated
Balance of REMIC III-B Regular Interest LT3A1C and (v) the excess,
if any,
of (a) the Net WAC Rate of the Group 3-1 Mortgage Loans over (b)
the
Pass-Through Rate on the Class 31AB Underlying Interest calculated
on a
notional amount equal to the Uncertificated Balance of REMIC III-B
Regular
Interest LT31AB.
|
Class
3A2A and Class 3A2B:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 3-2 Mortgage Loans.
|
Class
3A3A and Class 3A3B:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 3-3 Mortgage Loans.
|
Group
3 Subordinate Certificates:
|
For
any Distribution Date, the Group 3 Subordinate Net WAC Rate for the
Group
3 Subordinate Certificates and that Distribution Date.
|
Class
3R:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 3-3 Mortgage Loans.
|
The
Pass-Through Rate at which of the following Components will accrue interest
during the related Interest Accrual Period will be as follows:
2A1B
Component:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 2-1 Mortgage Loans.
|
22AB
Component:
|
For
any Distribution Date, a per annum rate equal to the Net WAC Rate
of the
Group 2-2 Mortgage Loans.
|
The
Pass-Through Rate at which of the following Underlying Interests will accrue
interest during the related Interest Accrual Period will be as
follows:
Class
31AA Underlying Interest:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 57th Distribution Date, lesser of (i)
|
Class
3A1A Underlying Interest:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 57th Distribution Date, lesser of (i) 4.960% plus the
product of 0.820% and a fraction, the numerator of which is the actual
number of days in the Interest Accrual Period for the Class 3A1A
Certificates for such Distribution Date and the denominator of which
is 30
and (ii) the Net WAC Rate of the Group 3-1 Mortgage Loans. For
each Distribution Date after the 57th Distribution Date, a per annum
rate
equal to the least of (i) the product of One Month LIBOR plus 0.820%
and a
fraction, the numerator of which is the actual number of days in
the
Interest Accrual Period for the Class 3A1A Certificates for such
Distribution Date and the denominator of which is 30, (ii) the product
of
11.00% and a fraction, the numerator of which is the actual number
of days
in the Interest Accrual Period for the Class 3A1A Certificates for
such
Distribution Date and the denominator of which is 30 and (iii) the
Net WAC
Rate of the Group 3-1 mortgage loans.
|
Class
3A1B Underlying Interest:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 57th Distribution Date, lesser of (i) 4.960% plus the
product of 0.900% and a fraction, the numerator of which is the actual
number of days in the Interest Accrual Period for the Class 3A1B
Certificates for such Distribution Date and the denominator of which
is 30
and (ii) the Net WAC Rate of the Group 3-1 Mortgage Loans. For
each Distribution Date after the 57th Distribution Date, a per annum
rate
equal to the least of (i) the product of One Month LIBOR plus 0.900%and
a
fraction, the numerator of which is the actual number of days in
the
Interest Accrual Period for the Class 3A1B Certificates for such
Distribution Date and the denominator of which is 30, (ii) the product
of
11.00% and a fraction, the numerator of which is the actual number
of days
in the Interest Accrual Period for the Class 3A1B Certificates for
such
Distribution Date and the denominator of which is 30 and (iii) the
Net WAC
Rate of the Group 3-1 mortgage loans.
|
Class
3A1C Underlying Interest:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 57th Distribution Date, lesser of (i) 4.960% plus the
product of 0.950% and a fraction, the numerator of which is the actual
number of days in the Interest Accrual Period for the Class 3A1C
Certificates for such Distribution Date and the denominator of which
is 30
and (ii) the Net WAC Rate of the Group 3-1 Mortgage Loans. For
each Distribution Date after the 57th Distribution Date, a per annum
rate
equal to the least of (i) the product of One Month LIBOR plus 0.950%
and a
fraction, the numerator of which is the actual number of days in
the
Interest Accrual Period for the Class 3A1C Certificates for such
Distribution Date and the denominator of which is 30, (ii) the product
of
11.00% and a fraction, the numerator of which is the actual number
of days
in the Interest Accrual Period for the Class 3A1C Certificates for
such
Distribution Date and the denominator of which is 30 and (iii) the
Net WAC
Rate of the Group 3-1 mortgage loans.
|
Class
31AB Underlying Interest:
|
For
each Distribution Date commencing on the first Distribution Date
to and
including the 57th Distribution Date, lesser of (i) 4.960% plus the
product of 0.950% and a fraction, the numerator of which is the actual
number of days in the Interest Accrual Period for the Class 31AB
Certificates for such Distribution Date and the denominator of which
is 30
and (ii) the Net WAC Rate of the Group 3-1 Mortgage Loans. For
each Distribution Date after the 57th Distribution Date, a per annum
rate
equal to the least of (i) the product of One Month LIBOR plus 0.950%
and a
fraction, the numerator of which is the actual number of days in
the
Interest Accrual Period for the Class 31AB Certificates for such
Distribution Date and the denominator of which is 30, (ii) the product
of
11.00% and a fraction, the numerator of which is the actual number
of days
in the Interest Accrual Period for the Class 31AB Certificates for
such
Distribution Date and the denominator of which is 30 and (iii) the
Net WAC
Rate of the Group 3-1 mortgage loans.
|
“Paying
Agent”: Citibank, or its successor in interest, or any successor
paying agent appointed as herein provided.
“PennFed”:
PennFed Financial Services, Inc., or its successors in interest.
“PennFed
Mortgage Loans”: The Mortgage Loans originated by PennFed and serviced by Xxxxx
Fargo pursuant to the Initial Sub-Servicing Agreement to which it is a
party.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.
“Percentage
Interest”: With respect to any Class of Certificates, the portion of the
respective Class evidenced by such Certificate, expressed as a percentage,
the
numerator of which is the initial Certificate Principal Balance or Notional
Amount represented by such Certificate, and the denominator of which is the
initial aggregate Certificate Principal Balance or Notional Amount of all of
the
Certificates of such Class. The Book-Entry Certificates are issuable only in
Percentage Interests corresponding to initial Certificate Principal Balances
or
Notional Amounts of $100,000 and integral multiples of $1.00 in excess
thereof. The Residual Certificates and the Class 3P Certificates are
issuable only in Percentage Interests of 20% and multiples thereof.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued by the Depositor, the Master Servicer, the Trustee, the Paying Agent,
the
Authenticating Agent, the Certificate Registrar, the Trust Administrator or
any
of their respective Affiliates:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) demand
and time deposits in, certificates of deposit of, or bankers’ acceptances (which
shall each have an original maturity of not more than 90 days and, in the case
of bankers’ acceptances, shall in no event have an original maturity of more
than 365 days or a remaining maturity of more than 30 days) denominated in
United States dollars and issued by, any Depository Institution;
(iii) repurchase
obligations with respect to any security described in clause (i) above entered
into with a Depository Institution (acting as principal);
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any state thereof
and that are rated by the Rating Agencies in its highest long-term unsecured
rating category at the time of such investment or contractual commitment
providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by the Rating
Agencies in its highest short-term unsecured debt rating available at the time
of such investment;
(vi) units
of money market funds, including money market funds advised by the Trustee,
the
Trust Administrator or an Affiliate of either of them, that have been rated
“AAA” by S&P and in the highest rating category by Fitch if rated by Fitch;
and
(vii) if
previously confirmed in writing to the Master Servicer, the Trustee and the
Trust Administrator, any other demand, money market or time deposit, or any
other obligation, security or investment, as may be acceptable to the Rating
Agencies as a permitted investment of funds backing securities having ratings
equivalent to its highest initial rating of the Senior
Certificates;
provided,
however, that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
Organization or Non-United States Person.
“Person”:
Any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“P&I
Advance”: As to any Mortgage Loan or REO Property, any advance made by the
Master Servicer in respect of any Distribution Date pursuant to Section
4.03.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“Prepayment
Assumption”: A prepayment rate for the Mortgage Loans in Collateral Pool 1 of
300% PSA. A prepayment rate for the Mortgage Loans in Collateral Pool
2 and Collateral Pool 3 of 25% CPR. The Prepayment Assumption is used
solely for determining the accrual of original issue discount on the
Certificates for federal income tax purposes.
A
prepayment assumption of 100% PSA assumes constant prepayment rates of 0.20%
per
annum of the then outstanding principal balance of a mortgage pool in the
first month of the life of such mortgage loans and an additional 0.20% per
annum
in each month thereafter until the 30th month. Beginning in the 30th
month and in each month thereafter during the life of such mortgage loans,
100% PSA assumes a constant prepayment rate of 6% per annum each month. A
prepayment assumption of 300% PSA assumes constant prepayments three times
those
assumed by 100% PSA.
A
CPR
(Constant Prepayment Rate) represents an annualized constant assumed rate of
prepayment each month of a pool of mortgage loans relative to its outstanding
principal balance for the life of such pool.
“Prepayment
Charge Mortgage Loans”: Any Group 3 Mortgage Loans with respect to which the
related Initial Sub-Servicer is required to remit any prepayment premiums or
charges collected to the Trust in accordance with the applicable Sub-Servicing
Agreement. The Class 3P Certificates shall be entitled to all
prepayment premiums or charges received in respect of the Prepayment Charge
Mortgage Loans.
“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 occurring between the first day of
the
related Prepayment Period and the last day of the calendar month preceding
the
calendar month in which such Distribution Date occurs, an amount equal to
interest at the applicable Mortgage Loan Remittance Rate on the amount of such
Principal Prepayment for the number of days commencing on the date on which
the
prepayment is applied and ending on the last day of the calendar month preceding
the calendar month in which such Distribution Date occurs. The obligations
of
the Master Servicer in respect of any Prepayment Interest Shortfall are set
forth in Section 3.24.
“Prepayment
Period”: With respect to any Mortgage Loans serviced by Countrywide Servicing
and any Distribution Date, the period that commences on the second day of
the
month immediately preceding the month in which such Distribution Date occurs
(or, in the case of the first Distribution Date, commencing on October 1,
2007)
and ends on the first day of the month in which such Distribution Date
occurs. With respect to any Mortgage Loans serviced by CitiMortgage,
GreenPoint, National City or SunTrust and any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date
occurs. With respect to Mortgage Loans serviced by Orchid and
subserviced by Cenlar and any Distribution Date, the period commencing on
the
16th day of the calendar month preceding the calendar month in which such
Distribution Date occurs (or, in the case of the first Distribution Date,
commencing on October 1, 2007) and ending on the 15th day of the calendar
month
in which such Distribution Date occurs. With respect to Mortgage
Loans serviced by Citi Residential and any Distribution Date, (i) with respect
to any prepayments in full, liquidations and other unscheduled collections
(other than prepayments in part), the period commencing on the 14th day of
the
calendar month preceding the calendar month in which such Distribution Date
occurs (or, in the case of the first Distribution Date, commencing on October
1,
2007) and ending on the 13th day of the calendar month in which such
Distribution Date occurs and (ii) with respect to any prepayments in part,
the
calendar month immediately preceding the month in which such Distribution
Date
occurs. With respect to Mortgage Loans serviced by Xxxxx Fargo but originated
by
an originator other than Xxxxx Fargo and any Distribution Date is, (i) with
respect to any prepayments in full, liquidations and other unscheduled
collections (other than prepayments in part) on the mortgage loans serviced
by
Xxxxx Fargo, the period commencing on the 14th day of the calendar month
preceding the calendar month in which such Distribution Date occurs (or,
in the
case of the first Distribution Date, commencing on October 1, 2007) and ending
on the 13th day of the calendar month in which such Distribution Date occurs
and
(ii) with respect to any prepayments in part, the calendar month immediately
preceding the month in which such Distribution Date occurs. With respect
to
Mortgage Loans originated by Xxxxx Fargo and any Distribution Date is, with
respect to any prepayments in full, prepayments in part, liquidations and
other
unscheduled collections on the mortgage loans serviced by Xxxxx Fargo, the
calendar month immediately preceding the month in which such Distribution
Date
occurs.
“Primary
Mortgage Insurance Policy”: Each primary policy of mortgage guaranty insurance
in effect as represented in the Mortgage Loan Purchase Agreement and as so
indicated on the Mortgage Loan Schedule, or any replacement policy therefor
obtained by the Master Servicer or any Sub-Servicer pursuant to Section
3.13.
“Prime
Rate”: The lesser of (i) the per annum rate of interest, publicly announced from
time to time by JPMorgan Chase Bank, N.A. at its principal office in the City
of
New York, as its prime or base lending rate (any change in such rate of interest
to be effective on the date such change is announced by JPMorgan Chase Bank,
N.A.) and (ii) the maximum rate permissible under applicable usury or similar
laws limiting interest rates.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Private
Certificates”: The Class 1B4 Certificates, Class 1B5 Certificates, Class 1B6
Certificates, Class 2B4 Certificates, Class 2B5 Certificates, Class 2B6
Certificates, Class 3B4 Certificates, Class 3B5 Certificates, Class 3B6
Certificates and Class 3P Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section
9.01,
and as confirmed by an Officers’ Certificate from the Master Servicer to the
Trustee and the Trust Administrator, an amount equal to the sum of: (i) 100%
of
the Stated Principal Balance thereof as of the date of purchase (or such other
price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan,
accrued interest on such Stated Principal Balance at the applicable Mortgage
Loan Remittance Rate in effect from time to time from the Due Date as to which
interest was last covered by a payment by the Mortgagor or an advance by the
Master Servicer, which payment or advance had as of the date of purchase been
distributed pursuant to Section 4.01, through the end of the calendar month
in
which the purchase is to be effected, and (y) an REO Property, the sum of (1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Loan Remittance Rate in effect from time to time from the Due Date as to which
interest was last covered by a payment by the Mortgagor or an advance by the
Master Servicer through the end of the calendar month immediately preceding
the
calendar month in which such REO Property was acquired, plus (2) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such purchase is to be effected, minus the total of
all
net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances
that as of the date of purchase had been distributed as or to cover REO Imputed
Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances
and
P&I Advances and any unpaid Servicing Fees allocable to such Mortgage Loan
or REO Property; (iv) any amounts previously withdrawn from the Collection
Account in respect of such Mortgage Loan or REO Property pursuant to Sections
3.11(a)(ix) and Section 3.16(b), and (v) in the case of a Mortgage Loan required
to be purchased pursuant to Section 2.03, expenses incurred or to be incurred
by
the Trust Fund in respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the Trust Fund in
connection with any violation of any predatory or abusive lending law with
respect to the related Mortgage Loan.
“Qualified
Insurer”: Any insurer which meets the requirements of Xxxxxx Xxx and Xxxxxxx
Mac.
“Qualified
Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement which must, on the date of such
substitution, (i) have an outstanding principal balance, after application
of
all scheduled payments of principal and interest due during or prior to the
month of substitution, not in excess of the Scheduled Principal Balance of
the
Deleted Mortgage Loan as of the Due Date in the calendar month during which
the
substitution occurs, (ii) have a Mortgage Rate not less than (and not more
than
one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
Loan, (iii) have a Maximum Mortgage Rate not less than the Maximum Mortgage
Rate
on the Deleted Mortgage Loan, (iv) have a Minimum Mortgage Rate not less than
the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) have a Gross Margin
equal to the Gross Margin of the Deleted Mortgage Loan, (vi) have a next
Adjustment Date not more than two months later than the next Adjustment Date
on
the Deleted Mortgage Loan, (vii) be covered under a Primary Mortgage Insurance
Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio
in
excess of 80% and the Deleted Mortgage Loan was covered by a Primary Mortgage
Insurance Policy, (viii) have a remaining term to maturity not greater than
(and
not more than one year less than) that of the Deleted Mortgage Loan, (ix) have
the same Due Date as the Due Date on the Deleted Mortgage Loan, (x) have a
Loan-to-Value Ratio as of the date of substitution equal to or lower than the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (xi) be a
fixed-rate mortgage loan if the Deleted Mortgage Loan was a Fixed Rate Mortgage
Loan or be an adjustable-rate mortgage loan if the Deleted Mortgage Loan was
an
Adjustable-Rate Mortgage Loan; and (xii) conform to each representation and
warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement
applicable to the Deleted Mortgage Loan. In the event that one or more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the amounts
described in clause (i) hereof shall be determined on the basis of aggregate
principal balances, the Mortgage Rates described in clause (ii) hereof shall
be
determined on the basis of weighted average Mortgage Rates, the terms described
in clause (viii) shall be determined on the basis of weighted average remaining
terms to maturity, the Loan-to-Value Ratios described in clause (x) hereof
shall
be satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (xii) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be.
“Rate/Term
Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not in
excess of the existing first mortgage loan on the related Mortgaged Property
and
related closing costs, and were used exclusively to satisfy the then existing
first mortgage loan of the Mortgagor on the related Mortgaged Property and
to
pay related closing costs.
“Rating
Agencies”: S&P and Fitch or their successors. If such agencies or their
successors are no longer in existence, the “Rating Agencies” shall be such
nationally recognized statistical rating agencies, or other comparable Persons,
designated by the Depositor, written notice of which designation shall be given
to the Trustee, the Trust Administrator, the Paying Agent, the Authenticating
Agent, the Certificate Registrar and the Master Servicer.
“Realized
Loss”: With respect to each Mortgage Loan as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of such Mortgage Loan as of the commencement of the
calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest
was
then accruing on such Mortgage Loan and (B) on a principal amount equal to
the
Stated Principal Balance of such Mortgage Loan as of the close of business
on
the Distribution Date during such calendar month, plus (iii) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan prior to the date
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Master Servicer with respect to such Mortgage Loan pursuant
to
Section 3.11(a)(iii). Notwithstanding the above, with respect to any
Mortgage Loan that is subject to a modification, any forgiven interest or
principal amounts will be deemed part of the determination of a Realized Loss
which occurs during the Prepayment Period in which such amounts are
forgiven.
With
respect to any REO Property as to which a Final Recovery Determination has
been
made an amount (not less than zero) equal to (i) the unpaid principal balance
of
the related Mortgage Loan as of the date of acquisition of such REO Property
on
behalf of any REMIC, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as
of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month that occurs during the Prepayment Period in
which
such Final Recovery Determination was made, plus (iv) any amounts previously
withdrawn from the Collection Account in respect of the related Mortgage Loan
pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate
of
all Servicing Advances made by the Master Servicer in respect of such REO
Property or the related Mortgage Loan (without duplication of amounts netted
out
of the rental income, Insurance Proceeds and Liquidation Proceeds described
in
clause (vi) below) and any unpaid Servicing Fees for which the Master Servicer
has been or, in connection with such Final Recovery Determination, will be
reimbursed pursuant to Section 3.11(a)(iii) or Section 3.23 out of rental
income, Insurance Proceeds and Liquidation Proceeds received in respect of
such
REO Property, minus (v) the total of all net rental income, Insurance Proceeds
and Liquidation Proceeds received in respect of such REO Property that has
been,
or in connection with such Final Recovery Determination, will be transferred
to
the Distribution Account pursuant to Section 3.23.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the Stated Principal Balance of the Mortgage
Loan outstanding immediately prior to such Deficient Valuation and the Stated
Principal Balance of the Mortgage Loan as reduced by the Deficient
Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
“Record
Date”: With respect to each Distribution Date and any Certificate (other than
any Group 3 Floating Rate Certificate), the last Business Day of the month
immediately preceding the month in which such Distribution Date
occurs. With respect to each Distribution Date and any Group 3
Floating Rate Certificate that is a Book Entry Certificate, the Business Day
immediately preceding such Distribution Date. With respect to each
Distribution Date and any Group 3 Floating Rate Certificate that is a Definitive
Certificate, 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 Senior Certificate (other than any Residual Certificate) or
Subordinate Certificate.
“Regular
Interest”: A “regular interest” in a REMIC within the meaning of Section
860G(a)(1) of the Code.
“Relief
Act”: The Servicemembers Civil Relief Act, as amended.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
Loan, any reduction in the amount of interest collectible on such Mortgage
Loan
for the most recently ended calendar month as a result of the application of
the
Relief Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
I”: As defined in the Preliminary Statement.
“REMIC
II-A”: As defined in the Preliminary Statement.
“REMIC
II-A Regular Interests”: The REMIC II-A Regular Interests, as set forth in the
Preliminary Statement.
“REMIC
II-A Remittance Rate”: With respect to REMIC II-A Regular Interest LT-1A, REMIC
II-A Regular Interest LT-2A, REMIC II-A Regular Interest LT-3A, REMIC II-A
Regular Interest LT-4A, REMIC II-A Regular Interest LT-5A, REMIC II-A Regular
Interest LT-ZZ and REMIC II-A Regular Interest LT-R, the weighted average of
the
Expense Adjusted Mortgage Rates of the Group 2 Mortgage Loans, weighted based
on
their principal balances as of the first day of the related Due Period. With
respect to REMIC II-A Regular Interest LT-1B, the weighted average of the
Expense Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans, weighted based
on their principal balances as of the first day of the related Due Period.
With
respect to REMIC II-A Regular Interest LT-2B, the weighted average of the
Expense Adjusted Mortgage Rates of the Group 2-2 Mortgage Loans, weighted based
on their principal balances as of the first day of the related Due Period.
With
respect to REMIC II-A Regular Interest LT-3B, the weighted average of the
Expense Adjusted Mortgage Rates of the Group 2-3 Mortgage Loans, weighted based
on their principal balances as of the first day of the related Due
Period. With respect to REMIC II-A Regular Interest LT-4B, the
weighted average of the Expense Adjusted Mortgage Rates of the Group 2-4
Mortgage Loans, weighted based on their principal balances as of the first
day
of the related Due Period. With respect to REMIC II-A Regular
Interest LT-5B, the weighted average of the Expense Adjusted Mortgage Rates
of
the Group 2-5 Mortgage Loans, weighted based on their principal balances as
of
the first day of the related Due Period.
“REMIC
II-A Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of
each REMIC II-A Regular Interest ending with the designation “A”, equal to the
ratio between, with respect to each such REMIC II-A Regular Interest, the excess
of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group over (y) the current Certificate Principal Balance of Senior
Certificates relating to such Loan Group.
“REMIC
II-B”: As defined in the Preliminary Statement.
“REMIC
II-B Regular Interests”: The REMIC II-B Regular Interests, as set forth in the
Preliminary Statement.
“REMIC
II-B Remittance Rate”: With respect to REMIC II-B Regular Xxxxxxxx XX0X0X and
REMIC II-B Regular Interest LT212B(1), the REMIC II-A Remittance Rate on REMIC
II-A Regular Interest LT-1B, weighted on the basis of the Uncertificated Balance
of such REMIC II-A Regular Interest. With respect to REMIC II-B Regular Interest
LT22AA, REMIC II-B Regular Xxxxxxxx XX0X0X, REMIC II-B Regular Interest LT2A2B,
REMIC II-B Regular Interest LT212B(2), the REMIC II-A Remittance Rate on REMIC
II-A Regular Interest LT-2B, weighted on the basis of the Uncertificated Balance
of such REMIC II-A Regular Interest. With respect to REMIC II-B Regular Xxxxxxxx
XX0X0X and REMIC II-B Regular Interest LT2A3B, the REMIC II-A Remittance Rate
on
REMIC II-A Regular Interest LT-3B, weighted on the basis of the Uncertificated
Balance of such REMIC II-A Regular Interest. With respect to REMIC II-B Regular
Xxxxxxxx XX0X0X, REMIC II-B Regular Interest LT2A4B and REMIC II-B Regular
Interest LT-R, the REMIC II-A Remittance Rate on REMIC II-A Regular Interest
LT-4B, weighted on the basis of the Uncertificated Balance of such REMIC II-A
Regular Interest. With respect to REMIC II-B Regular Xxxxxxxx XX0X0X, REMIC
II-B
Regular Interest LT2A5B, the REMIC II-A Remittance Rate on REMIC II-A Regular
Interest LT-5B, weighted on the basis of the Uncertificated Balance of such
REMIC II-A Regular Interest. With respect to REMIC II-B Regular Interest LT2-B1,
REMIC II-B Regular Interest LT2-B2, REMIC II-B Regular Interest LT2-B3, REMIC
II-B Regular Interest LT2-B4, REMIC II-B Regular Interest LT2-B5, REMIC II-B
Regular Interest LT2-B6, the weighted average of the REMIC II-A Remittance
Rates
on REMIC II-A Regular Interest LT-1A, REMIC II-A Regular Interest LT-2A, REMIC
II-A Regular Interest LT-3A, REMIC II-A Regular Interest LT-4A and REMIC II-A
Regular Interest LT-5A (subject to a cap and a floor equal to the REMIC II-A
Remittance Rate on REMIC II-A Regular Interest LT-1B, REMIC II-A Regular
Interest LT-2B, REMIC II-A Regular Interest LT-3B, REMIC II Regular Interest
LT-4B and REMIC II-A Regular Interest LT-5B, respectively) weighted on the
basis
of the Uncertificated Balance of each such REMIC II-A Regular
Interest.
“REMIC
II-C”: As defined in the Preliminary Statement.
“REMIC
III-A”: As defined in the Preliminary Statement.
“REMIC
III-A Regular Interests”: The REMIC III-A Regular Interests, as set forth in the
Preliminary Statement.
“REMIC
III-A Remittance Rate”: With respect to REMIC III-A Regular Interest LT-1A,
REMIC III-A Regular Interest LT-2A, REMIC III-A Regular Interest LT-3A, REMIC
III-A Regular Interest LT-ZZ, REMIC III-A Regular Interest LT-R and REMIC III-A
Regular Interest LT-P, the weighted average of the Expense Adjusted Mortgage
Rates of the Group 3 Mortgage Loans, weighted based on their principal balances
as of the first day of the related Due Period. With respect to REMIC III-A
Regular Interest LT-1B, the weighted average of the Expense Adjusted Mortgage
Rates of the Group 3-1 Mortgage Loans, weighted based on their principal
balances as of the first day of the related Due Period. With respect to REMIC
III-A Regular Interest LT-3B, the weighted average of the Expense Adjusted
Mortgage Rates of the Group 3-2 Mortgage Loans, weighted based on their
principal balances as of the first day of the related Due Period. With respect
to REMIC III-A Regular Interest LT-3B, the weighted average of the Expense
Adjusted Mortgage Rates of the Group 3-3 Mortgage Loans, weighted based on
their
principal balances as of the first day of the related Due Period.
“REMIC
III-A Subordinated Balance Ratio”: The ratio among the Uncertificated Balances
of each REMIC III-A Regular Interest ending with the designation “A”, equal to
the ratio between, with respect to each such REMIC III-A Regular Interest,
the
excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
in
the related Loan Group over (y) the current Certificate Principal Balance of
Senior Certificates relating to such Loan Group.
“REMIC
III-B”: As defined in the Preliminary Statement.
“REMIC
III-B Regular Interests”: The REMIC III-B Regular Interests, as set forth in the
Preliminary Statement.
“REMIC
III-B Remittance Rate”: With respect to REMIC III-B Regular Interest LT31AA,
REMIC III-B Regular Xxxxxxxx XX0X0X, REMIC III-B Regular Interest LT3A1B, REMIC
III-B Regular Interest LT3A1C and REMIC III-B Regular Interest LT31AB, the
REMIC
III-A Remittance Rate on REMIC III-A Regular Interest LT-1B, weighted on the
basis of the Uncertificated Balance of such REMIC III-A Regular Interest. With
respect to REMIC III-B Regular Xxxxxxxx XX0X0X and REMIC III-B Regular Interest
LT3A2B, the REMIC III-A Remittance Rate on REMIC III-A Regular Interest LT-2B,
weighted on the basis of the Uncertificated Balance of such REMIC III-A Regular
Interest. With respect to REMIC III-B Regular Interest LT3A3A, REMIC III-B
Regular Interest LT3A3B, REMIC III-B Regular Interest LT-P and REMIC III-B
Regular Interest LT-R, the REMIC III-A Remittance Rate on REMIC III-A Regular
Interest LT-3B, weighted on the basis of the Uncertificated Balance of such
REMIC III-A Regular Interest. With respect to REMIC III-B Regular Interest
LT3B1, REMIC III-B Regular Interest LT3B2, REMIC III-B Regular Interest LT3B3,
REMIC III-B Regular Interest LT3B4, REMIC III-B Regular Interest LT3B5 and
REMIC
III-B Regular Interest LT3B6, the weighted average of the REMIC III-A Remittance
Rates on REMIC III-A Regular Interest LT-1A, REMIC III-A Regular Interest LT-2A
and REMIC III-A Regular Interest LT-3A (subject to a cap and a floor equal
to
the REMIC III-A Remittance Rate on REMIC III-A Regular Interest LT-1B, REMIC
III-A Regular Interest LT-2B and REMIC III-A Regular Interest LT-3B,
respectively) weighted on the basis of the Uncertificated Balance of each such
REMIC III-A Regular Interest.
“REMIC
III-C”: As defined in the Preliminary Statement.
“REMIC
Regular Interest”: the REMIC II-A Regular Interests, REMIC II-B Regular
Interests, REMIC III-A Regular Interests, REMIC III-B Regular Interests and
the
Underlying Interests.
“Remittance
Report”: A report in form and substance acceptable to the Trust Administrator
and the Trustee prepared by the Master Servicer pursuant to Section 4.03 with
such additions, deletions and modifications as agreed to by the Trustee, the
Trust Administrator and the Master Servicer.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code as being included in the
term
“rents from real property.”
“REO
Account”: The account or accounts maintained by the Master Servicer in respect
of an REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of any
Trust REMIC.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of REMIC I, REMIC II-A or REMIC III-A,
one month’s interest at the applicable Mortgage Loan Remittance Rate on the
Stated Principal Balance of such REO Property (or, in the case of the first
such
calendar month, of the related Mortgage Loan if appropriate) as of the close
of
business on the Distribution Date in such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Master Servicer on behalf of the
Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described
in
Section 3.23.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Residential
Dwelling”: Any one of the following: (i) an attached or detached one- family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a Xxxxxx Xxx eligible condominium project, or (iv) a detached
one-family dwelling in a planned unit development, none of which is a
co-operative, mobile or manufactured home (as defined in 00 Xxxxxx Xxxxxx Code,
Section 5402(6)).
“Residual
Certificate”: Any one of the Class 1R Certificates, Class 2R Certificates or
Class 3R Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trust Administrator, the Paying Agent,
the Certificate Registrar or the Authenticating Agent, the President, any vice
president, any assistant vice president, the Secretary, any assistant secretary,
the Treasurer, any assistant treasurer, any trust officer or assistant trust
officer, the Controller and any assistant controller or any other officer
thereof customarily performing functions similar to those performed by any
of
the above designated officers and, with respect to a particular matter relating
to this Agreement, to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject. When used with respect
to the Trustee, any officer of the Trustee with direct responsibility for the
administration of this Agreement and, with respect to a particular matter
relating to this Agreement, to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject.
“Scheduled
Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
Date, the outstanding principal balance of such Mortgage Loan as of such date,
net of the principal portion of all unpaid Monthly Payments, if any, due on
or
before such date; (b) as of any Due Date subsequent to the Cut-off Date up
to
and including the Due Date in the calendar month in which a Liquidation Event
occurs with respect to such Mortgage Loan, the Scheduled Principal Balance
of
such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal
portion of each Monthly Payment due on or before such Due Date but subsequent
to
the Cut-off Date, whether or not received, (ii) all Principal Prepayments
received before such Due Date but after the Cut-off Date, (iii) the principal
portion of all Liquidation Proceeds and Insurance Proceeds received before
such
Due Date but after the Cut-off Date, net of any portion thereof that represents
principal due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) on a Due Date occurring on or before the date on
which such proceeds were received and (iv) any Realized Loss incurred with
respect thereto as a result of a Deficient Valuation occurring before such
Due
Date, but only to the extent such Realized Loss represents a reduction in the
portion of principal of such Mortgage Loan not yet due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) as of
the
date of such Deficient Valuation; and (c) as of any Due Date subsequent to
the
occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
With
respect to any REO Property: (a) as of any Due Date subsequent to the date
of
its acquisition on behalf of the Trust Fund up to and including the Due Date
in
the calendar month in which a Liquidation Event occurs with respect to such
REO
Property, an amount (not less than zero) equal to the Scheduled Principal
Balance of the related Mortgage Loan as of the Due Date in the calendar month
in
which such REO Property was acquired minus the principal portion of each Monthly
Payment that would have become due on such related Mortgage Loan after such
REO
Property was acquired if such Mortgage Loan had not been converted to an REO
Property; and (b) as of any Due Date subsequent to the occurrence of a
Liquidation Event with respect to such REO Property, zero. Solely for
the purposes of this definition, any Principal Prepayment, Liquidation Event
or
Realized Loss that is subject to a Forward Shifted Prepayment Period and that
occurs after the last day of the calendar month preceding the month in which
the
related Distribution Date occurs shall be deemed to have occurred during such
calendar month.
“Sea
Breeze”: Sea Breeze Mortgage
Services, Inc., or its successors in interest.
“Sea
Breeze Mortgage Loans”: The Mortgage Loans originated by Sea Breeze and serviced
by CitiMortgage pursuant to the Initial Sub-Servicing Agreement to which it
is a
party.
“Secured
Bankers”: Secured Bankers Mortgage Company, or its successors in
interest.
“Secured
Bankers Mortgage Loans”: The Mortgage Loans originated by Secured Bankers and
serviced by CitiMortgage pursuant to the Initial Sub-Servicing Agreement to
which it is a party.
“Security
Agreement”: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Assets.
“Seller”:
Citigroup Global Markets Realty Corp. or its successor in interest, in its
capacity as seller under the Mortgage Loan Purchase Agreement.
“Senior
Certificate”: Any Group 1 Senior Certificate, Group 2 Senior
Certificate or Group 3 Senior Certificate.
“Senior
Interest Distribution Amount”: With respect to any Distribution Date
and a Loan Group (in the case of Collateral Pool 2 or Collateral Pool 3) or
Collateral Pool (in the case of Collateral Pool 1), an amount equal to the
aggregate of the Interest Distribution Amounts for that Distribution Date for
the related Senior Certificates (or related Components thereof).
“Senior
Percentage”: The Group 1 Senior Percentage, a Group 2 Senior Percentage or a
Group 3 Senior Percentage, as applicable.
“Senior
Prepayment Percentage”: The Group 1 Senior Prepayment Percentage, a Group 2
Senior Prepayment Percentage or a Group 3 Senior Prepayment Percentage, as
applicable.
“Senior
Principal Distribution Amount”: With respect to Collateral Pool 1, for any
Distribution Date and the related Class A Certificates and the Class 1R
Certificates, an amount equal to the lesser of (i) the Group 1 Available
Distribution Amount remaining after distribution of the related Senior Interest
Distribution Amount and (ii) the sum of:
(a) the
product of (x) the then-applicable related Senior Percentage and (y) the sum
of
the following:
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(i)
|
the
aggregate of the principal portions of all Monthly Payments due during
the
related Due Period in respect of the related Mortgage Loans, whether
or
not received;
|
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(ii)
|
the
principal portion of all Insurance Proceeds, Subsequent Recoveries
and
Liquidation Proceeds (other than amounts described in clause (c)
below)
received in respect of the related Mortgage Loans during the related
Prepayment Period (other than any related Mortgage Loan that was
purchased, sold or replaced pursuant to or as contemplated by Section
2.03, Section 3.16(c) or Section 9.01 during the related Prepayment
Period), net of any portion thereof that represents a recovery of
principal for which an advance was made by the Master Servicer pursuant
to
Section 4.03 in respect of a preceding Distribution
Date;
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|
(iii)
|
the
Stated Principal Balance (calculated immediately prior to such
Distribution Date) of each related Mortgage Loan that was purchased,
sold
or replaced pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01 during the related Prepayment
Period;
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(iv)
|
[reserved];
|
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(v)
|
in
connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans in the related
Loan
Group pursuant to Section 2.03 during the related Prepayment Period,
the
excess, if any, of (A) the aggregate of the Stated Principal Balances
(calculated as of the respective dates of substitution) of such Deleted
Mortgage Loans, net of the aggregate of the principal portions of
the
Monthly Payments due during the related Prepayment Period (to the
extent
received from the related Mortgagor or advanced by the related Servicer
and distributed pursuant to Section 4.01 on the Distribution Date
in the
related Prepayment Period) in respect of each such Deleted Mortgage
Loan
that was replaced prior to the Distribution Date in the related Prepayment
Period, over (B) the aggregate of the Stated Principal Balances
(calculated as of the respective dates of substitution) of such Qualified
Substitute Mortgage Loans;
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(b) the
product of (x) the then-applicable related Senior Prepayment Percentage and
(y)
all Principal Prepayments received in respect of the related Mortgage Loans
during the related Prepayment Period;
(c) with
respect to any related Mortgage Loan which was the subject of a Final Recovery
Determination in the related Prepayment Period, the lesser of (a) the
then-applicable related Senior Prepayment Percentage multiplied by the net
Liquidation Proceeds and Insurance Proceeds allocable to principal in respect
of
such Mortgage Loan; and (b) the then-applicable related Senior Percentage
multiplied by the Scheduled Principal Balance of the related Mortgage Loan
at
the time of such Final Recovery Determination; and
(d) in
the
case of any Distribution Date subsequent to the initial Distribution Date,
an
amount equal to the excess, if any, of the amounts calculated pursuant to
clauses (a), (b) and (c) above for the immediately preceding Distribution Date,
over the aggregate distributions of principal made in respect of the related
Class or Classes of Group 1 Senior Certificates on such immediately preceding
Distribution Date pursuant to Section 4.01 to the extent that any such amounts
are not attributable to Realized Losses which were allocated to the related
Subordinate Certificates pursuant to Section 4.04.
For
any
Distribution Date and the related Class A Certificates and the Class 2R
Certificates relating to any Loan Group within Collateral Pool 2, an amount
equal to the lesser of (i) the applicable Group 2 Available Distribution Amount
remaining after distribution of the related Senior Interest Distribution Amount
and (ii) the sum of:
(a) the
product of (x) the then-applicable related Senior Percentage and (y) the sum
of
the following with respect to each Mortgage Loan included in such Loan
Group:
|
(i)
|
the
aggregate of the principal portions of all Monthly Payments due during
the
related Due Period in respect of such Mortgage Loan, whether or not
received;
|
|
(ii)
|
the
principal portion of all Insurance Proceeds, Subsequent Recoveries
and
Liquidation Proceeds (other than amounts described in clause (c)
below)
received in respect of such Mortgage Loan during the related Prepayment
Period (other than any related Mortgage Loan that was purchased,
sold or
replaced pursuant to or as contemplated by Section 2.03, Section
3.16(c)
or Section 9.01 during the related Prepayment Period), net of any
portion
thereof that represents a recovery of principal for which an advance
was
made by the Master Servicer pursuant to Section 4.03 in respect of
a
preceding Distribution Date;
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(iii)
|
the
Stated Principal Balance (calculated immediately prior to such
Distribution Date) of such related Mortgage Loan that was purchased,
sold
or replaced pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01 during the related Prepayment
Period;
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(iv)
|
[reserved];
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(v)
|
in
connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans in the related
Loan
Group pursuant to Section 2.03 during the related Prepayment Period,
the
excess, if any, of (A) the aggregate of the Stated Principal Balances
(calculated as of the respective dates of substitution) of such Deleted
Mortgage Loans, net of the aggregate of the principal portions of
the
Monthly Payments due during the related Prepayment Period (to the
extent
received from the related Mortgagor or advanced by the Master Servicer
and
distributed pursuant to Section 4.01 on the Distribution Date in
the
related Prepayment Period) in respect of each such Deleted Mortgage
Loan
that was replaced prior to the Distribution Date in the related Prepayment
Period, over (B) the aggregate of the Stated Principal Balances
(calculated as of the respective dates of substitution) of such Qualified
Substitute Mortgage Loans;
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(b) the
product of (x) the then-applicable related Senior Prepayment Percentage and
(y)
all Principal Prepayments received in respect of the related Mortgage Loans
during the related Prepayment Period;
(c) with
respect to any related Mortgage Loan which was the subject of a Final Recovery
Determination in the related Prepayment Period, the lesser of (a) the
then-applicable related Senior Prepayment Percentage multiplied by the net
Liquidation Proceeds and Insurance Proceeds allocable to principal in respect
of
such Mortgage Loan and (b) the then-applicable related Senior Percentage
multiplied by the Scheduled Principal Balance of the related Mortgage Loan
at
the time of such Final Recovery Determination; and
(d) in
the
case of any Distribution Date subsequent to the initial Distribution Date,
an
amount equal to the excess, if any, of the amounts calculated pursuant to
clauses (a), (b) and (c) above for the immediately preceding Distribution Date,
over the aggregate distributions of principal made in respect of the related
Class or Classes of Group 2 Senior Certificates on such immediately preceding
Distribution Date pursuant to Section 4.01 to the extent that any such amounts
are not attributable to Realized Losses which were allocated to the related
Subordinate Certificates pursuant to Section 4.04;
(e) that
portion, if any, of any Class A Principal Adjustment Amount for Collateral
Pool
2 included in the Group 2 Available Distribution Amount for such Loan Group
and
such Distribution Date, if (i) the Subordination Test with respect to the
related Subordinate Certificates has not been met with respect to such
Distribution Date or (ii) no Group 2 Subordinate Certificates remain
outstanding; and
(f) if
the
Subordination Test has been met and at least one class of the Group 2
Subordinate Certificates remains outstanding, the product of (x) the then
applicable related Senior Percentage and (y) that portion of the Class A
Principal Adjustment Amount for Collateral Pool 2 included in the Group 2
Available Distribution Amount for such Loan Group and Distribution
Date.
For
any
Distribution Date and the related Class A Certificates and the Class 3R
Certificates relating to any Loan Group within Collateral Pool 3, an amount
equal to the lesser of (i) the applicable Group 3 Available Distribution Amount
remaining after distribution of the related Senior Interest Distribution Amount
and (ii) the sum of:
(a)
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the
product of (x) the then-applicable related Senior Percentage and
(y) the
sum of the following:
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(i)
|
the
aggregate of the principal portions of all Monthly Payments due during
the
related Due Period in respect of such Mortgage Loan, whether or not
received;
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(ii)
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the
principal portion of all Insurance Proceeds, Subsequent Recoveries
and
Liquidation Proceeds (other than amounts described in clause (c)
below)
received in respect of such Mortgage Loan during the related Prepayment
Period (other than any related Mortgage Loan that was purchased,
sold or
replaced pursuant to or as contemplated by Section 2.03, Section
3.16(c)
or Section 9.01 during the related Prepayment Period), net of any
portion
thereof that represents a recovery of principal for which an advance
was
made by the Master Servicer pursuant to Section 4.03 in respect of
a
preceding Distribution Date;
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(iii)
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the
Stated Principal Balance (calculated immediately prior to such
Distribution Date) of such Mortgage Loan that was purchased, sold
or
replaced pursuant to or as contemplated by Section 2.03, Section
3.16(c)
or Section 9.01 during the related Prepayment
Period;
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(iv)
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[reserved];
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(v)
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in
connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans in the related
Loan
Group pursuant to Section 2.03 during the related Prepayment Period,
the
excess, if any, of (A) the aggregate of the Stated Principal Balances
(calculated as of the respective dates of substitution) of such Deleted
Mortgage Loans, net of the aggregate of the principal portions of
the
Monthly Payments due during the related Prepayment Period (to the
extent
received from the related Mortgagor or advanced by the Master Servicer
and
distributed pursuant to Section 4.01 on the Distribution Date in
the
related Prepayment Period) in respect of each such Deleted Mortgage
Loan
that was replaced prior to the Distribution Date in the related Prepayment
Period, over (B) the aggregate of the Stated Principal Balances
(calculated as of the respective dates of substitution) of such Qualified
Substitute Mortgage Loans;
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(b)
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the
product of (x) the then-applicable related Senior Prepayment Percentage
and (y) all Principal Prepayments received in respect of the related
Mortgage Loans during the related Prepayment
Period;
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(c)
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with
respect to any related Mortgage Loan which was the subject of a Final
Recovery Determination in the related Prepayment Period, the lesser
of (a)
the then-applicable related Senior Prepayment Percentage multiplied
by the
net Liquidation Proceeds and Insurance Proceeds allocable to principal
in
respect of such Mortgage Loan and (b) the then-applicable related
Senior
Percentage multiplied by the Scheduled Principal Balance of the related
Mortgage Loan at the time of such Final Recovery Determination;
and
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(d)
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in
the case of any Distribution Date subsequent to the initial Distribution
Date, an amount equal to the excess, if any, of the amounts calculated
pursuant to clauses (a), (b) and (c) above for the immediately preceding
Distribution Date, over the aggregate distributions of principal
made in
respect of the related Class or Classes of Group 3 Senior Certificates
on
such immediately preceding Distribution Date pursuant to Section
4.01 to
the extent that any such amounts are not attributable to Realized
Losses
which were allocated to the related Subordinate Certificates pursuant
to
Section 4.04;
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(e)
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that
portion, if any, of any Class A Principal Adjustment Amount for Collateral
Pool 2 included in the Group 3 Available Distribution Amount for
such Loan
Group and such Distribution Date, if (i) the Subordination Test with
respect to the related Subordinate Certificates has not been met
with
respect to such Distribution Date or (ii) no Group 3 Subordinate
Certificates remain outstanding;
and
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(f)
|
if
the Subordination Test has been met and at least one class of the
Group 3
Subordinate Certificates remains outstanding, the product of (x)
the then
applicable related Senior Percentage and (y) that portion of the
Class A
Principal Adjustment Amount for Collateral Pool 3 included in the
Group 3
Available Distribution Amount for such Loan Group and Distribution
Date.
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“Senior
Support Certificates”: The Class 1A1B Certificates, the Class 2A2B
Certificates, the Class 212B Certificates, the Class 2A3B Certificates, the
Class 2A4B Certificates, the Class 2A5B Certificates, the Class 3A1B
Certificates, the Class 3A1C Certificates, the Class 31AB Certificates, the
Class 3A2B Certificates and the Class 3A3B Certificates.
“Senior
Support Components”: the 2A1B Component and the 22AB Component.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
Master Servicer in connection with a default, delinquency or other unanticipated
event by the Master Servicer in the performance of its servicing obligations,
including, but not limited to, the cost of (i) the preservation, restoration
and
protection of a Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, in respect of a particular Mortgage Loan,
including any expenses incurred in relation to any such proceedings that result
from the Mortgage Loan being registered on the MERS System, (iii) the management
(including reasonable fees in connection therewith) and liquidation of any
REO
Property, and (iv) the performance of its obligations under Section 3.01,
Section 3.09, Section 3.13, Section 3.14, Section 3.16 and Section 3.23. The
Master Servicer shall not be required to make any Servicing Advance in respect
of a Mortgage Loan or REO Property that, in the good faith business judgment
of
the Master Servicer, would not be ultimately recoverable from related Insurance
Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as
provided herein.
“Servicing
Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
equal to one month’s interest (or in the event of any payment of interest which
accompanies a Principal Prepayment in full made by the Mortgagor during such
calendar month, interest for the number of days covered by such payment of
interest) at the applicable Servicing Fee Rate on the same principal amount
on
which interest on such Mortgage Loan accrues for such calendar month. A portion
of such Servicing Fee may be retained by any Sub-Servicer as its servicing
compensation.
“Servicing
Fee Rate”: The Servicing Fee Rate on the Mortgage Loans will range from 0.175%
per annum to 0.375% per annum and the Servicing Fee Rate on certain Mortgage
Loans serviced by Countrywide Servicing will step-up from 0.175% to 0.200%
on
the initial Adjustment Date. The Servicing Fee Rate for each Mortgage
Loan shall be as indicated in the Mortgage Loan Schedule.
“Servicing
Officer”: Any employee of the Master Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans, whose name appears
on a
list of Servicing Officers furnished by the Master Servicer to the Trustee,
the
Trust Administrator and the Depositor on the Closing Date, as such list may
from
time to time be amended.
“Significance
Estimate”: With respect to any Distribution Date, and in accordance
with Item 1115 of Regulation AB, shall be an amount determined based on the
reasonable good-faith estimate by the Sponsor or its affiliate of the aggregate
maximum probable exposure of the outstanding related Certificates to the Swap
Agreement.
“Significance
Percentage”: With respect to any Distribution Date and the Swap
Agreement, and in accordance with Item 1115 of Regulation AB, shall be an
percentage equal to the Significance Estimate divided by the aggregate
outstanding Certificate Principal Balance of the related Certificates, prior
to
the distribution of the Principal Distribution Amount on such Distribution
Date.
“Single
Certificate”: With respect to any Class of Certificates (other than any Class of
Residual Certificates or the Class 3P Certificates), a hypothetical Certificate
of such Class evidencing a Percentage Interest for such Class corresponding
to
an initial Certificate Principal Balance or initial Notional Amount, as
applicable, of $1,000. With respect to each Class of the Residual Certificates
and the Class 3P Certificates, a hypothetical Certificate of such Class
evidencing a 20% Percentage Interest in such Class.
“Special
Hazard Amount”: For Collateral Pool 1, initially an amount equal to
$4,447,636. For Collateral Pool 2, initially an amount equal to
$7,606,000. For Collateral Pool 3, initially an amount equal to $6,800,000.
As
of each anniversary of the Cut-off Date, for any Collateral Pool the Special
Hazard Amount shall equal the lesser of (i) the Special Hazard Amount on the
immediately preceding anniversary of the Cut-off Date less the sum of all
amounts allocated to the related Subordinate Certificates in respect of Special
Hazard Losses on the related Mortgage Loans during such year and (ii) the
related Adjustment Amount for such anniversary. After the Certificate
Principal Balances of the related Subordinate Certificates are reduced to zero,
the Special Hazard Amount for a Collateral Pool will be zero.
“Special
Hazard Loss”: Any Realized Loss or portion thereof not in excess of the lesser
of the cost of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property by reason of damage caused by certain hazards (including
earthquakes, mudflows, and, to a limited extent, floods) not insured against
under the hazard insurance policies or fire or flood insurance policies required
to be maintained in respect of such Mortgaged Property pursuant to Section
3.14,
or by reason of the application of any co-insurance provision. Special Hazard
Losses shall not include any Extraordinary Loss or any of the
following:
(i) wear
and tear, deterioration, rust or corrosion, mold, wet or dry rot; inherent
vice
or latent defect; animals, birds, vermin, insects;
(ii) smog,
smoke, vapor, liquid or dust discharge from agricultural or industrial
operations; pollution; contamination;
(iii) settling,
subsidence, cracking, shrinkage, bulging or expansion of pavements, foundations,
walls, floors, roofs or ceilings; and
(iv) errors
in design, faulty workmanship or faulty materials, unless the collapse of the
property or a part thereof ensues and then only for the ensuing
loss.
“Sponsor”:
Citigroup Global Markets Realty Corp., or its successor in
interest.
“S&P”:
Standard & Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“Startup
Day”: With respect to any Trust REMIC, the day designated as such pursuant to
Section 10.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the Scheduled Principal Balance of such Mortgage Loan
as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
of
(i) the principal portion of each Monthly Payment due on a Due Date subsequent
to the Cut-off Date, to the extent received from the Mortgagor or advanced
by
the Master Servicer and distributed pursuant to Section 4.01 on or before such
date of determination, (ii) all Principal Prepayments received after the Cut-off
Date, to the extent distributed pursuant to Section 4.01 on or before such
date
of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied
by the Master Servicer as recoveries of principal in accordance with the
provisions of Section 3.16, to the extent distributed pursuant to Section 4.01
on or before such date of determination, and (iv) any Realized Loss incurred
with respect thereto as a result of a Deficient Valuation made during or prior
to the Prepayment Period for the most recent Distribution Date coinciding with
or preceding such date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the proceeds,
if
any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property
would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of the Trust Fund, minus, the principal portion of
Monthly Payments that would have become due on such related Mortgage Loan after
such REO Property was acquired if such Mortgage Loan had not been converted
to
an REO Property, to the extent advanced by the Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination; and (b) as
of
any date of determination coinciding with or subsequent to the Distribution
Date
on which the proceeds, if any, of a Liquidation Event with respect to such
REO
Property would be distributed, zero. Solely for the purposes of this
definition, any Principal Prepayment, Liquidation Event or Realized Loss that
is
subject to a Forward Shifted Prepayment Period and that occurs after the last
day of the calendar month preceding the month in which the related Distribution
Date occurs shall be deemed to have occurred during such calendar
month.
“Stayed
Funds”: If the Master Servicer is the subject of a proceeding under the federal
Bankruptcy Code and the making of a any payment required to be made under the
terms of the Certificates and this Agreement is prohibited by Section 362 of
the
federal Bankruptcy Code, funds which are in the custody of the Master Servicer,
a trustee in bankruptcy or a federal bankruptcy court and should have been
the
subject of such remittance absent such prohibition.
“Subordinate
Certificates”: The Group 1 Subordinate Certificates, the Group 2 Subordinate
Certificates and the Group 3 Subordinate Certificates.
“Subordinate
Net WAC Rate”: The Group 2 Subordinate Net WAC Rate or the
Group 3 Subordinate Net WAC Rate.
“Subordinate
Percentage”: The Group 1 Subordinate Percentage, a Group 2 Subordinate
Percentage or a Group 3 Subordinate Percentage, as applicable.
“Subordinate
Prepayment Percentage”: The Group 1 Subordinate Prepayment
Percentage, a Group 2 Subordinate Prepayment Percentage or a Group 3
Subordinate Prepayment Percentage, as applicable.
“Subordinate
Principal Distribution Amount”: With respect to a Collateral Pool and for any
Distribution Date, an amount equal to the lesser of (i) the related Available
Distribution Amounts, remaining after distribution of the Interest Distribution
Amounts and Senior Principal Distribution Amounts to the related Classes of
Certificates, and the Interest Distribution Amounts to the related Classes
of
Subordinate Certificates, and (ii) the aggregate of the sum of:
(a) for
each
Loan Group (in the case of Collateral Pool 2 or Collateral Pool 3) or a
Collateral Pool (in the case of Collateral Pool 1), the product
of (x)
the then-applicable related Subordinate Percentage and (y) the sum of the
following:
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(i)
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the
aggregate of the principal portions of all Monthly Payments due during
the
related Due Period in respect of the related Mortgage Loans, whether
or
not received;
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(ii)
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the
principal portion of all Insurance Proceeds, Subsequent Recoveries
and
Liquidation Proceeds (other than amounts described in clause (c)
below)
received in respect of the related Mortgage Loans during the related
Prepayment Period (other than any related Mortgage Loan that was
purchased, sold or replaced pursuant to or as contemplated by Section
2.03, Section 3.16(c) or Section 9.01 during the related Prepayment
Period), net of any portion thereof that represents a recovery of
principal for which an advance was made by the Master Servicer pursuant
to
Section 4.03 in respect of a preceding Distribution
Date;
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(iii)
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the
Stated Principal Balance (calculated immediately prior to such
Distribution Date) of each related Mortgage Loan that was purchased,
sold
or replaced pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01 during the related Prepayment
Period;
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(iv)
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[reserved];
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(v)
|
in
connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans in the related
Collateral Pool pursuant to Section 2.03 during the related Prepayment
Period, the excess, if any, of (A) the aggregate of the Stated Principal
Balances (calculated as of the respective dates of substitution)
of such
Deleted Mortgage Loans, net of the aggregate of the related principal
portions of the Monthly Payments due during the related Prepayment
Period
(to the extent received from the related Mortgagor or advanced by
the
related Servicer and distributed pursuant to Section 4.01 on the
Distribution Date in the related Prepayment Period) in respect of
each
such Deleted Mortgage Loan that was replaced prior to the Distribution
Date in the related Prepayment Period, over (B) the aggregate of
the
Stated Principal Balances (calculated as of the respective dates
of
substitution) of such Qualified Substitute Mortgage
Loans;
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(b) for
each Loan Group (in the case of Collateral Pool 2 or Collateral Pool 3) or
a
Collateral Pool (in the case of Collateral Pool 1) the product of (x) the
then-applicable related Subordinate Prepayment Percentage and (y) the Principal
Prepayments received in respect of the related Mortgage Loans during the related
Prepayment Period;
(c) for
each Loan Group (in the case of Collateral Pool 2 or Collateral Pool 3) or
a
Collateral Pool (in the case of Collateral Pool 1) with respect to any
related Mortgage Loans which were the subject of a Final Recovery Determination
in the related Prepayment Period, the amount, if any, by which the net
Liquidation Proceeds and Insurance Proceeds allocable to principal in respect
of
such Mortgage Loans exceed the amount distributable to the related Senior
Certificates;
(d) in
the
case of any Distribution Date subsequent to the initial Distribution Date,
an
amount equal to the excess, if any, of the amounts calculated pursuant to
clauses (a), (b) and (c) above for the immediately preceding Distribution Date,
over the aggregate distributions of principal made in respect of the Subordinate
Certificates on such immediately preceding Distribution Date pursuant to Section
4.01 to the extent that any such amounts are not attributable to Realized Losses
that were allocated to the Subordinate Certificates pursuant to Section 4.04;
and
(e) for
each Loan Group within Collateral Pool 2 or Collateral Pool 3, as applicable,
the product of (x) the then applicable related Subordinate Percentage
of
any Class A Principal Adjustment Amount included in the Available Distribution
Amount for such Loan Group, if the Subordination Test with respect to the
related Subordinate Certificates has been met with respect to such Distribution
Date.
“Subordination
Test”: With respect to Collateral Pool 2 or Collateral Pool 3, the Subordination
Test will be met if the Aggregate Subordinate Percentage for such Collateral
Pool is equal to or greater than two times the initial Aggregate Subordinate
Percentage for such Collateral Pool on the Closing Date.
“Sub-Servicer”:
Any Person (i) with which the Master Servicer has entered into a Sub-Servicing
Agreement and which meets the qualifications of a Sub-Servicer pursuant to
Section 3.02 or (ii) in the case of each Initial Sub-Servicing Agreement, the
related servicer thereunder.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the Master
Servicer.
“Sub-Servicing
Agreement”: Either (i) the written contract between the Master Servicer and a
Sub-Servicer relating to servicing and administration of certain Mortgage Loans
as provided in Section 3.02 or (ii) any Initial Sub Servicing
Agreement.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Trust Fund
(net of any related expenses permitted to be reimbursed to the related
Sub-Servicer or the Master Servicer from such amounts under the related
Sub-Servicing Agreement or hereunder) specifically related to a Mortgage Loan
that was the subject of a liquidation or an REO Disposition prior to the related
Prepayment Period that resulted in a Realized Loss.
“Substitution
Shortfall Amount”: As defined in Section 2.03 hereof.
“SunTrust”:
SunTrust Mortgage, Inc., or its successors in interest.
“SunTrust
Mortgage Loans”: The Mortgage Loans originated by SunTrust Mortgage, Inc. and
serviced by SunTrust pursuant to the Initial Sub-Servicing Agreement to which
it
is a party.
“Super
Senior Certificates”: The Class 1A1A Certificates, the Class 2A1A
Certificates, the Class 2A2A Certificates, the Class 22AA Certificates, the
Class 2A3A Certificates, the Class 2A4A Certificates, the Class 2A5A
Certificates, the Class 31AA Certificates, the Class 3A1A Certificates, the
Class 3A2A Certificates and the Class 3A3A Certificates.
“Swap
Account”: The separate Eligible Account created and initially
maintained by the Trust Administrator pursuant to Section 4.10.
“Swap
Agreement:” The Swap Agreement, dated as of October 31, 2007, between
the Grantor Trust Trustee, on behalf of the Grantor Trust, and the Swap
Provider, for the benefit of the holders of the Group 3 Floating Rate
Certificates, including the Swap Credit Support Annex, any schedule,
confirmation or other credit support document relating thereto, in substantially
the form of Exhibit J hereto.
“Swap
Agreement Termination Date”: The earlier of (i) the Distribution Date in July
2012 and (ii) the Distribution Date upon which the Certificate Principal Balance
of the Group 3 Floating Rate Certificates has been reduced to zero.
“Swap
Collateral Account”: As defined in Section 4.11 hereof.
“Swap
Credit Support Annex”: The credit support annex, dated as of October
31, 2007, between the Grantor Trust Trustee and the Swap Provider, which is
annexed to and forms part of the Swap Agreement.
“Swap
Custodian Required Rating Threshold” means, with respect to an entity, (i) 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+”, and (ii) a long-term unsecured and
unsubordinated debt rating from Fitch of “BBB” and a short-term unsecured and
unsubordinated debt rating from Fitch of “F2”.
“Swap
Guaranty”: As defined in Section 4.10 hereof.
“Swap
Provider”: The swap provider under the Swap Agreement. Initially,
Deutsche Bank AG, New York Branch.
“Swap
Provider Trigger Event”: A Swap Provider Trigger Event shall have occurred if
any of an Event of Default (under the Swap Agreement) with respect to which
the
Swap Provider is a Defaulting Party, a Termination Event (under the Swap
Agreement) with respect to which the Swap Provider is the sole Affected Party
or
an Additional Termination Event (under the Swap Agreement) with respect to
which
the Swap Provider is the sole Affected Party has occurred.
“Xxxxxx,
Xxxx”: Xxxxxx, Xxxx & Xxxxxxxx Mortgage Corp, or its successors in
interest.
“Xxxxxx,
Bean Mortgage Loans”: The Mortgage Loans originated by Xxxxxx Xxxx and serviced
by Xxxxx Fargo pursuant to the Initial Sub-Servicing Agreement to which it
is a
party.
“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, and the applicable federal income tax returns to be filed on behalf
of the Grantor Trust, together with any and all other information reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal, state or local tax
laws.
“Termination
Price”: As defined in Section 9.01.
“Terminator”:
With respect to the termination of REMIC I, the Seller (provided that the Seller
may at any time sell, assign or otherwise dispose of its right to be Terminator
of REMIC I). With respect to the termination of REMIC II-A the Seller (provided
that the Seller may at any time sell, assign or otherwise dispose of its right
to be Terminator of REMIC II-A). With respect to the termination of
REMIC III-A the Seller (provided that the Seller may at any time sell, assign
or
otherwise dispose of its right to be Terminator of REMIC III-A). If
with respect to any Collateral Pool, the Seller fails to exercise such option,
the Terminator may be the Master Servicer as provided 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
Amount”: The Trigger Amount for Collateral Pool 1 and for any
Distribution Date occurring after the first five years from the Closing Date
will be as follows: for any Distribution Date on or after the fifth and prior
to
the sixth anniversary of the first Distribution Date, 30% of the initial sum
of
the Certificate Principal Balances of the related Subordinate Certificates;
for
any Distribution Date on or after the sixth and prior to the seventh anniversary
of the first Distribution Date, 35% of the initial sum of the Certificate
Principal Balances of the related Subordinate Certificates; for any Distribution
Date on or after the seventh and prior to the eighth anniversary of the first
Distribution Date, 40% of the initial sum of the Certificate Principal Balances
of the related Subordinate Certificates; for any Distribution Date on or after
the eighth and prior to the ninth anniversary of the first Distribution Date,
45% of the initial sum of the Certificate Principal Balances of the related
Subordinate Certificates; and for any Distribution Date on or after the ninth
anniversary of the first Distribution Date, 50% of the initial sum of the
Certificate Principal Balances of the related Subordinate
Certificates.
The
Trigger Amount for each of Collateral Pool 2 and Collateral Pool 3 and for
any
Distribution Date occurring after the first seven years from the Closing Date
will be as follows: for any Distribution Date on or after the seventh and prior
to the eighth anniversary of the first Distribution Date, 30% of the initial
sum
of the Certificate Principal Balances of the related Subordinate Certificates;
for any Distribution Date on or after the eighth and prior to the ninth
anniversary of the first Distribution Date, 35% of the initial sum of the
Certificate Principal Balances of the related Subordinate Certificates; for
any
Distribution Date on or after the ninth and prior to the tenth anniversary
of
the first Distribution Date, 40% of the initial sum of the Certificate Principal
Balances of the related Subordinate Certificates; for any Distribution Date
on
or after the tenth and prior to the eleventh anniversary of the first
Distribution Date, 45% of the initial sum of the Certificate Principal Balances
of the related Subordinate Certificates; and for any Distribution Date on or
after the eleventh anniversary of the first Distribution Date, 50% of the
initial sum of the Certificate Principal Balances of the related Subordinate
Certificates.
“Trust
Administrator”: CitiMortgage, Inc., or its successor in interest, or any
successor trust administrator appointed as herein provided.
“Trust
Fund”: Collectively, all of the assets of REMIC I, REMIC II-A, REMIC II-B, REMIC
II-C, REMIC III-A, REMIC III-B, REMIC III-C, the Floater Cap Carryover Reserve
Account or the assets of the Grantor Trust.
“Trustee”:
U.S. Bank National Association, or its successor in interest, or any successor
trustee appointed as herein provided.
“Trust
REMIC”: Each of REMIC I, REMIC II-A, REMIC II-B, REMIC II-C, REMIC III-A, REMIC
III-B and REMIC III-C.
“Uncertificated
Balance”: The principal amount of any REMIC Regular Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Balance of each such 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 such REMIC Regular Interest shall be reduced by all distributions of
principal made on such REMIC Regular Interest on such Distribution Date pursuant
to Section 4.07 and, if and to the extent necessary and appropriate, shall
be
further reduced on such Distribution Date by Realized Losses as provided in
Section 4.07.
“Undercollateralized
Amount”: As to any Distribution Date and any Loan Group within Collateral Pool 2
or Collateral Pool 3, the excess, if any, of the Certificate Principal Balance
of the related Class A Certificates immediately prior to such Distribution
Date
over the sum of (i) the aggregate Scheduled Principal Balance of the related
Mortgage Loans plus (ii) the aggregate Scheduled Principal Balance of the REO
Properties in the related Loan Group, in each case before reduction for any
Realized Losses on such Distribution Date.
“Undercollateralized
Loan Group”: With respect to Collateral Pool 2 or Collateral Pool 3, as to any
Distribution Date, any Loan Group within such Collateral Pool for which an
Undercollateralized Amount greater than zero is calculated.
“Underlying
Interest”: An uncertificated interest in the Trust evidencing a Regular Interest
in REMIC III-C. The aggregate of the Class 31AA Underlying Interest,
the Class 3A1A Underlying Interest, the Class 3A1B Underlying Interest, the
Class 3A1C Underlying Interest and the Class 31AB Underlying
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 Class R
Certificates, no partnership or other entity treated as a partnership for United
States federal income tax purposes shall be treated as a United States Person
unless all persons that own an interest in such partnership either directly
or
through any entity that is not a corporation for United States federal income
tax purposes are required by the applicable operative agreement to be United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States Persons have the authority to control all
substantial decisions of the trust. To the extent prescribed in regulations
by
the Secretary of the Treasury, a trust which was in existence on August 20,
1996
(other than a trust treated as owned by the grantor under subpart E of part
I of
subchapter J of chapter 1 of the Code), and which was treated as a United States
person on August 20, 1996 may elect to continue to be treated as a United States
person notwithstanding the previous sentence. The term “United States” shall
have the meaning set forth in Section 7701 of the Code.
“Value”:
With respect to any Mortgaged Property, the value thereof as determined by
an
appraisal made for the originator of the Mortgage Loan at the time of
origination of the Mortgage Loan or such other value assigned to such Mortgaged
Property by the originator at the time of origination of the Mortgage
Loan.
“Voting
Rights”: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. At all times during the term of this
Agreement, (i) 99% of all of the Voting Rights relating to Collateral Pool
1
shall be allocated to the Holders of the related Classes of Regular Certificates
in proportion to their then outstanding Certificate Principal Balances and
(ii)
1% of all Voting Rights relating to such Collateral Pool will be allocated
among
the Holders of the related Residual Certificates. All Voting Rights allocated
to
any Holders of any Class of Certificates shall be allocated among the Holders
of
the Certificates of such Class pro rata in accordance with the
respective Percentage Interests evidenced thereby.
The
portion of the voting rights of all of the Certificates which is allocated
to
any Certificate. At all times during the term of this Agreement, (i)
98% of all of the Voting Rights relating to Collateral Pool 2 shall be allocated
to the Holders of the related Classes of Regular Certificates (other than the
related Class 2 Interest Only Certificates) in proportion to their then
outstanding Certificate Principal Balances, (ii) 1% of all Voting Rights
relating to such Collateral Pool will be allocated among the Holders of the
related Class 2 Interest Only Certificates in proportion to their then
outstanding Notional Amounts and (iii) 1% of all Voting Rights relating to
such
Collateral Pool will be allocated among the Holders of the related Residual
Certificates. All Voting Rights allocated to any Holders of any Class of
Certificates shall be allocated among the Holders of the Certificates of such
Class pro rata in accordance with the respective Percentage Interests
evidenced thereby.
The
portion of the voting rights of all of the Certificates which is allocated
to
any Certificate. At all times during the term of this Agreement, (i)
98% of all of the Voting Rights relating to Collateral Pool 3 shall be allocated
to the Holders of the related Classes of Regular Certificates (other than the
related Class 3 Interest Only Certificates) in proportion to their then
outstanding Certificate Principal Balances, (ii) 1% of all Voting Rights
relating to such Collateral Pool will be allocated among the Holders of the
related Class 3 Interest Only Certificates in proportion to their then
outstanding Notional Amounts and (iii) 1% of all Voting Rights relating to
such
Collateral Pool will be allocated among the Holders of the related Residual
Certificates. All Voting Rights allocated to any Holders of any Class of
Certificates shall be allocated among the Holders of the Certificates of such
Class pro rata in accordance with the respective Percentage Interests
evidenced thereby.
“Weichert”:
Weichert Financial Services, or its successors in interest.
“Weichert
Mortgage Loans”: The Mortgage Loans originated by Weichert and serviced by Xxxxx
Fargo pursuant to the Initial Sub-Servicing Agreement to which it is a
party.
“Xxxxx
Fargo”: Xxxxx Fargo Bank, N.A., or its successor in interest.
“Xxxxx
Fargo Mortgage Loans”: The Mortgage Loans originated by Xxxxx Fargo and serviced
by Xxxxx Fargo pursuant to the Initial Sub-Servicing Agreement to which it
is a
party.
SECTION
1.02
|
Allocation
of Certain Interest Shortfalls.
|
The
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 3.24) and any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans in
a
Collateral Pool for any Distribution Date shall be allocated among the related
Certificates pro rata in accordance with, and to the extent of one
month’s interest at the Pass Through Rate on the respective Certificate
Principal Balance or Notional Amount of such Certificate immediately prior
to
such Distribution Date.
The
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 3.24) and any
Relief Act Interest Shortfalls incurred in respect of the Group 2 Mortgage
Loans
for any Distribution Date shall be allocated to Uncertificated Interest payable
to each REMIC II-A Regular Interest, pro rata, based on, and to the extent
of,
one month’s interest at the then applicable respective REMIC II-A Remittance
Rate on the respective Uncertificated Balance of each such REMIC II-A Regular
Interest.
The
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 3.24) and any
Relief Act Interest Shortfalls incurred in respect of the Group 2 Mortgage
Loans
for any Distribution Date shall be allocated to Uncertificated Interest payable
to each REMIC II-B Regular Interest in the same manner and priority as such
amounts are allocated to the Corresponding Certificates.
The
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 3.24) and any
Relief Act Interest Shortfalls incurred in respect of the Group 3 Mortgage
Loans
for any Distribution Date shall be allocated to Uncertificated Interest payable
to each REMIC III-A Regular Interest, pro rata, based on, and to the extent
of,
one month’s interest at the then applicable respective REMIC III-A Remittance
Rate on the respective Uncertificated Balance of each such REMIC III-A Regular
Interest.
The
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 3.24) and any
Relief Act Interest Shortfalls incurred in respect of the Group 3 Mortgage
Loans
for any Distribution Date shall be allocated to Uncertificated Interest payable
to each REMIC III-B Regular Interest in the same manner and priority as such
amounts are allocated to the Corresponding Certificates or Corresponding
Underlying 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 Mortgage Loan Purchase Agreement
(except Section 18 thereof), and all other assets included or to be included
in
REMIC I, REMIC II-A and REMIC III-A. Such assignment includes all interest
and
principal received by the Depositor or the Master Servicer on or with respect
to
the Mortgage Loans (other than payments of principal and interest due on such
Mortgage Loans on or before the Cut-off Date or any applicable additional
interest accruing during the fixed-rate period on any Relationship ARM with
respect to which the applicable relationship discount has been reduced or
eliminated). The Depositor herewith delivers to the Trustee an
executed copy of the Mortgage Loan Purchase Agreement, and the Trustee, on
behalf of the Certificateholders, acknowledges receipt of the same.
In
connection with such transfer and assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee or the Custodian on its behalf, the following
documents or instruments (a “Mortgage File”) with respect to (I) each
Mortgage Loan so transferred and assigned (other than a Mortgage Loan that
is a
Cooperative Loan):
(i) The
Mortgage Note, endorsed by manual or facsimile signature without recourse by
the
Originator or an Affiliate of the Originator in blank or to the Trustee showing
a complete chain of endorsements from the named payee to the Trustee or from
the
named payee to the Affiliate of the Originator and from such Affiliate to the
Trustee;
(ii) The
original recorded Mortgage, noting the presence of the MIN of the Mortgage
Loan
and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
Loan is a MOM Loan, with evidence of recording thereon or a copy of the Mortgage
certified by the public recording office in those jurisdictions where the public
recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment to the
Trustee in recordable form of the Mortgage which may be included, where
permitted by local law, in a blanket assignment or assignments of the Mortgage
to the Trustee, including any intervening assignments and showing a complete
chain of title from the original mortgagee named under the Mortgage to the
Person assigning the Mortgage Loan to the Trustee (or to MERS, noting the
presence of the MIN, if the Mortgage Loan is registered on the MERS®
System);
(iv) Any
original assumption, modification, buydown or conversion-to- fixed-interest-rate
agreement applicable to the Mortgage Loan;
(v) With
respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject
to
a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance
Policy or certificate or a copy thereof;
(vi) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title; and
and
(II)
with respect to each Mortgage Loan that is a Cooperative Loan so transferred
and
assigned:
(vii) 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 and assignments 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;
(viii) The
original executed proprietary lease or occupancy agreement and all assignments
thereof showing a complete chain of assignment from the named secured party
to
the Trustee;
(ix) The
original stocks, shares, membership certificate or other contractual agreement
evidencing ownership and the original stock power executed in
blank;
(x) The
original executed recognition agreement and any executed assignments of
recognition agreement showing a complete chain of assignment from the named
secured party to the Trustee;
(xi) The
original executed security agreement or similar document and all assignments
thereof showing a complete chain of assignment from the named secured party
to
the Trustee;
(xii) Except
for Mortgage Loans (x) secured by Mortgaged Properties in the State of New
Jersey or (y) originated prior to October 1988 and secured by Mortgaged
Properties in the State of New York, the executed UCC-1 financing statement
with
evidence of recording thereon and executed original UCC-3
financing statements or other appropriate UCC financing statements
required by state law, evidencing a complete and unbroken chain from the
mortgagee to the Trustee with evidence of recording thereon (or in a form
suitable for recordation); and
(xiii) Any
original assumption, modification or buydown agreement applicable to the
Mortgage Loan.
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 (vi) above (which may be a certificate relating to a
master policy of title insurance) pertaining to the Mortgaged Property relating
to a Mortgage Loan cannot be delivered by the Depositor to the Trustee (or
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 (vi) 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 Master Servicer, at the expense of
the
Seller shall promptly (and in no event later than five Business Days following
the later of the Closing Date and the date of receipt by the Master Servicer
of
the recording information for a Mortgage) submit or cause to be submitted for
recording, at no expense to any Trust REMIC, in the appropriate public office
for real property records, each Assignment delivered to it pursuant to (iii)
above. In the event that any such Assignment is lost or returned unrecorded
because of a defect therein, the Master Servicer, at the expense of the Seller,
shall promptly prepare or cause to be prepared a substitute Assignment or cure
or cause to be cured such defect, as the case may be, and thereafter cause
each
such Assignment to be duly recorded. Notwithstanding the foregoing, but without
limiting the requirement that such Assignments be in recordable form, neither
the Master Servicer nor the Trustee shall be required to submit or cause to
be
submitted for recording any Assignment delivered to it or 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 Master Servicer shall
submit each Assignment for recording, at no expense to the Trust Fund or the
Master Servicer, upon the earliest to occur of: (A) reasonable direction by
Holders of Certificates entitled to at least 25% of the Voting Rights, (B)
the
occurrence of a Master Servicer Event of Termination, (C) the occurrence of
a
bankruptcy, insolvency or foreclosure relating to the Seller, (D) the occurrence
of a servicing transfer as described in Section 7.02 of this Agreement and
(E)
with respect to any one Assignment the occurrence of a foreclosure relating
to
the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if
the
Seller fails to pay the cost of recording the Assignments, such expense will
be
paid by the Master Servicer and the Master Servicer shall be reimbursed for
such
expenses by the Trust as set forth herein.
In
connection with the assignment of any Mortgage Loan registered on the MERS
System, the Depositor further agrees that it will cause, within 30 Business
Days
after the Closing Date, the MERS System to indicate that such Mortgage Loans
have been assigned by the Depositor to the Trustee in accordance with this
Agreement for the benefit of the Certificateholders by including in such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the
series of the Certificates issued in connection with such Mortgage Loans. The
Depositor further agrees that it will not, and will not permit the
Master Servicer to, and the Master Servicer agrees that it will not and will
not
permit a Sub-Servicer to, alter the codes referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
In
connection with its servicing of Cooperative Loans and as required by law,
the
Master Servicer will use its best efforts to file timely continuation statements
with regard to each financing statement and assignment relating to Cooperative
Loans as to which the related Cooperative Unit is located outside of the State
of New York.
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 Seller, the Depositor or the Master Servicer, as the case
may
be, in trust for the benefit of the Trustee on behalf of the Certificateholders.
In the event that any such original document is required pursuant to the terms
of this Section to be a part of a Mortgage File, such document shall be
delivered promptly to the Trustee (or 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 Master Servicer.
Wherever
it is provided in this Section 2.01 that any document, evidence or information
relating to a Mortgage Loan be delivered or supplied to the Trustee, the
Depositor shall do so by delivery thereof to the Trustee or the Custodian on
behalf of the Trustee.
It
is
agreed and understood by the parties hereto that it is not intended that any
Mortgage Loan to be included in the Trust Fund be (i) a “High-Cost Home Loan” as
defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii)
a
“High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act
effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in
the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004
or (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices
Act effective January 1, 2005. It is agreed and understood by the
parties hereto that it is not intended that any Mortgage Loan to be included
in
the Trust Fund not comply in all material respects with applicable local, state
and federal laws, including, but not limited to, all applicable predatory and
abusive lending laws.
SECTION
2.02
|
Acceptance
of the Trust Fund by the Trustee.
|
Subject
to the provisions of Section 2.01 and subject to any exceptions noted on an
exception report delivered by or on behalf of the Trustee, the Trustee
acknowledges receipt of the documents referred to in Section 2.01 (other than
such documents described in Section 2.01(iv)) and all other assets included
in
the definition of “Trust Fund” and declares that it holds and will hold such
documents and the other documents delivered to it constituting the Mortgage
File, and that it holds or will hold all such assets and such other assets
included in the definition of “Trust Fund” in trust for the exclusive use and
benefit of all present and future Certificateholders.
The
Trustee, by execution and delivery hereof, acknowledges receipt, subject to
the
review described in the succeeding sentence, of the documents and other property
referred to in Section 2.01 and declares that the Trustee (or 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 in any material respect,
the Trustee or the Custodian on its behalf shall promptly so notify the
Depositor, the Trust Administrator, the Paying Agent, the Seller, the Master
Servicer and, if such notice is from the Custodian on the Trustee’s behalf, the
Trustee. In addition, upon the discovery by the Depositor, the Master Servicer,
the Trust Administrator, the Paying Agent or the Trustee of a breach of any
of
the representations and warranties made by the Seller in the Mortgage Loan
Purchase Agreement in respect of any Mortgage Loan which materially adversely
affects such Mortgage Loan or the interests of the related Certificateholders
in
such Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties.
The
Depositor and the Trustee intend that the assignment and transfer herein
contemplated constitute a sale of the Mortgage Loans, the related Mortgage
Notes
and the related documents, conveying good title thereto free and clear of any
liens and encumbrances, from the Depositor to the Trustee in trust for the
benefit of the Certificateholders and that such property not be part of the
Depositor’s estate or property of the Depositor in the event of any insolvency
by the Depositor. In the event that such conveyance is deemed to be, or to
be
made as security for, a loan, the parties intend that the Depositor shall be
deemed to have granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement under
applicable law.
The
Trustee may, concurrently with the execution and delivery hereof or at any
time
thereafter, enter into a custodial agreement with 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. Initially, Citibank, N.A., is appointed as
Custodian with respect to the Mortgage Files of the Mortgage Loans and,
notwithstanding anything to the contrary herein, it is understood that such
initial Custodian shall be responsible for the review contemplated in the second
paragraph of this Section 2.02 and for all other functions relating to the
receipt, review, reporting and certification provided for herein with respect
to
their respective Mortgage Files (other than ownership thereof for the benefit
of
the Certificateholders and related duties and obligations set forth
herein).
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Seller or the
Depositor.
|
(a) Upon
discovery or receipt of notice by the Depositor, the Master Servicer, the Trust
Administrator or the Trustee of any materially defective document in, or that
a
document is missing from, a Mortgage File or of the breach by the Seller of
any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan which materially adversely affects the value
of
such Mortgage Loan or the interest therein of the Certificateholders, the party
so discovering or receiving notice shall promptly notify the other parties
to
this Agreement, and the Trustee thereupon shall promptly notify the Seller
of
such defect, missing document or breach and request that the Seller deliver
such
missing document or cure such defect or breach within 90 days from the date
the
Seller was notified of such missing document, defect or breach, and if the
Seller does not deliver such missing document or cure such defect or breach
in
all material respects during such period, the Trustee shall enforce the
obligations of the Seller under the Mortgage Loan Purchase Agreement (i) to
repurchase such Mortgage Loan from REMIC I, REMIC II-A or REMIC III-A at the
Purchase Price within 90 days after the date on which the Seller was notified
(subject to Section 2.03(e)) of such missing document, defect or breach, and
(ii) to indemnify the Trust Fund in respect of such missing document, defect
or
breach, in the case of each of (i) and (ii), if and to the extent
that the Seller is obligated to do so under the Mortgage Loan Purchase
Agreement. The Purchase Price for the repurchased Mortgage Loan and any
indemnification shall be remitted by the Seller to the Master Servicer for
deposit into the Collection Account, and the Trust Administrator, upon receipt
of written notice from the Master Servicer of such deposit, shall give written
notice to the Trustee that such deposit has taken place and the Trustee shall
release (or cause the Custodian to release on its behalf) to the Seller the
related Mortgage File, and the Trustee and the Trust Administrator shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall furnish to it and as shall be necessary to vest
in
the Seller any Mortgage Loan released pursuant hereto, and the Trustee and
the
Trust Administrator shall have no further responsibility with regard to such
Mortgage File. In furtherance of the foregoing, if the Seller is not a member
of
MERS and repurchases a Mortgage Loan which is registered on the MERS System,
the
Seller pursuant to the Mortgage Loan Purchase Agreement at its own expense
and
without any right of reimbursement, shall cause MERS to execute and deliver
an
assignment of the Mortgage in recordable form to transfer the Mortgage from
MERS
to the Seller and shall cause such Mortgage to be removed from registration
on
the MERS System in accordance with MERS rules and regulations. In lieu of
repurchasing any such Mortgage Loan as provided above, if so provided in the
Mortgage Loan Purchase Agreement the Seller may cause such Mortgage Loan to
be
removed from REMIC I, REMIC II-A or REMIC III-A (in which case it shall become
a
Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage
Loans in the manner and subject to the limitations set forth in Section 2.03(d).
It is understood and agreed that the obligation of the Seller to cure or to
repurchase (or to substitute for) any Mortgage Loan as to which a document
is
missing, a material defect in a constituent document exists or as to which
such
a breach has occurred and is continuing, and if and to the extent provided
in
the Mortgage Loan Purchase Agreement to perform any applicable indemnification
obligations with respect to any such omission, defect or breach, as provided
in
the Mortgage Loan Purchase Agreement, shall constitute the only remedies
respecting such omission, defect or breach available to the Trustee or the
Trust
Administrator on behalf of the Certificateholders.
(b) Reserved.
(c) Within
90
days of the earlier of discovery by the Master Servicer or receipt of notice
by
the Master Servicer of the breach of any representation, warranty or covenant
of
the Master Servicer set forth in Section 2.05 which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the Master
Servicer shall cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the date which is
two
years after the Startup Day for REMIC I, REMIC II-A or REMIC III-A.
As
to any
Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution shall be effected by the Seller
delivering to the Trustee (or to the Custodian on behalf of the Trustee, as
applicable), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage, the Assignment in blank or to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, as are
required by Section 2.01, together with an Officers’ Certificate providing that
each such Qualified Substitute Mortgage Loan satisfies the definition thereof
and specifying the Substitution Shortfall Amount (as described below), if any,
in connection with such substitution. The Custodian on its behalf and on behalf
of the Trustee shall, for the benefit of the Certificateholders, review each
Mortgage File within 90 days after execution and delivery of this Agreement,
to
ascertain that all required documents have been executed, received and recorded,
if applicable, and that such documents relate to the Mortgage Loans. If in
the
course of such review the Trustee or the Custodian on its behalf finds a
document or documents constituting a part of a Mortgage File to be defective
in
any material respect, the Trustee or the Custodian on its behalf shall promptly
so notify the Depositor, the Trust Administrator, the Seller and the Master
Servicer. Monthly Payments due with respect to Qualified Substitute Mortgage
Loans in the month of substitution are not part of the Trust Fund and will
be
retained by the Seller. For the month of substitution, distributions to
Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage
Loan on or before the Due Date in the month of substitution, and the Seller
shall thereafter be entitled to retain all amounts subsequently received in
respect of such Deleted Mortgage Loan. The Trust Administrator shall give or
cause to be given written notice to the Trustee and the Certificateholders
that
such substitution has taken place, and the Trust Administrator shall amend
or
cause the Custodian to amend the Mortgage Loan Schedule to reflect the removal
of such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Qualified Substitute Mortgage Loan or Loans and, upon
receipt thereof, shall deliver a copy of such amended Mortgage Loan Schedule
to
the Master Servicer. Upon such substitution, such Qualified Substitute Mortgage
Loan or Loans shall constitute part of the Mortgage Pool and shall be subject
in
all respects to the terms of this Agreement and the Mortgage Loan Purchase
Agreement (including all applicable representations and warranties thereof
included in the Mortgage Loan Purchase Agreement), in each case as of the date
of substitution.
For
any
month in which the Seller substitutes one or more Qualified Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine
the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate
Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of,
as
to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance
thereof as of the date of substitution, together with one month’s interest on
such Scheduled Principal Balance at the applicable Mortgage Loan Remittance
Rate. On the date of such substitution, the Trustee will monitor the obligation
of the Seller to deliver or cause to be delivered, and shall request that such
delivery be to the Master Servicer for deposit in the Collection Account, an
amount equal to the Substitution Shortfall Amount, if any, and the Trustee
(or
the Custodian on behalf of the Trustee, as applicable), upon receipt of the
related Qualified Substitute Mortgage Loan or Loans and written notice given
by
the Master Servicer of such deposit, shall release to the Seller the related
Mortgage File or Files and the Trustee and the Trust Administrator shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall deliver to it and as shall be necessary to vest
therein any Deleted Mortgage Loan released pursuant hereto.
In
addition, the Seller shall obtain at its own expense and deliver to the Trustee
and the Trust Administrator an Opinion of Counsel to the effect that such
substitution will not cause (a) any federal tax to be imposed on any Trust
REMIC, including without limitation, any federal tax imposed on “prohibited
transactions” under Section 860F(a)(1) of the Code or on “contributions after
the startup date” under Section 860G(d)(1) of the Code, or (b) any Trust REMIC
to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
(e) Upon
discovery by the Depositor, the Master Servicer, the Trust Administrator or
the
Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, the party discovering such fact
shall within two Business Days give written notice thereof to the other parties
to this Agreement, and the Trustee shall give written notice thereof to the
Seller. In connection therewith, the Seller pursuant to the Mortgage Loan
Purchase Agreement or the Depositor pursuant to this Agreement shall repurchase
or, subject to the limitations set forth in Section 2.03(d), substitute one
or
more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within
90 days of the earlier of discovery or receipt of such notice with respect
to
such affected Mortgage Loan. Such repurchase or substitution shall be made
by
(i) the Seller if the affected Mortgage Loan’s status as a non-qualified
mortgage is or results from a breach of any representation, warranty or covenant
made by the Seller under the Mortgage Loan Purchase Agreement or (ii) 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) and 2.03(d).
The Trustee shall reconvey to the Depositor or the Seller, as the case may
be,
the Mortgage Loan to be released pursuant hereto in the same manner, and on
the
same terms and conditions, as it would a Mortgage Loan repurchased by the Seller
for breach of a representation or warranty.
SECTION
2.04
|
Reserved.
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Master
Servicer.
|
The
Master Servicer hereby represents, warrants and covenants to the Trust
Administrator and the Trustee, for the benefit of each of the Trustee, the
Trust
Administrator, the Certificateholders and to the Depositor that as of the
Closing Date or as of such date specifically provided herein:
(i) The
Master Servicer is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to
be
conducted by the Master Servicer in any state in which a Mortgaged Property
is
located or is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing business laws
of any such State, to the extent necessary to ensure its ability to enforce
each
Mortgage Loan and to service the Mortgage Loans in accordance with the terms
of
this Agreement;
(ii) The
Master Servicer has the full corporate power and authority to service each
Mortgage Loan, and to execute, deliver and perform, and to enter into and
consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of the Master Servicer
the execution, delivery and performance of this Agreement; and this Agreement,
assuming the due authorization, execution and delivery thereof by the other
parties hereto, constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against the Master Servicer in accordance with its terms,
except to the extent that (a) the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors’ rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought;
(iii) The
execution and delivery of this Agreement by the Master Servicer, the servicing
of the Mortgage Loans by the Master Servicer hereunder, the consummation of
any
other of the transactions herein contemplated, and the fulfillment of or
compliance with the terms hereof are in the ordinary course of business of
the
Master Servicer and will not (A) result in a breach of any term or provision
of
the charter or by-laws of the Master Servicer or (B) conflict with, result
in a
breach, violation or acceleration of, or result in a default under, the terms
of
any other material agreement or instrument to which the Master Servicer is
a
party or by which it may be bound, or any statute, order or regulation
applicable to the Master Servicer of any court, regulatory body, administrative
agency or governmental body having jurisdiction over the Master Servicer; and
the Master Servicer is not a party to, bound by, or in breach or violation
of
any indenture or other agreement or instrument, or subject to or in violation
of
any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially and
adversely affects or, to the Master Servicer’s knowledge, would in the future
materially and adversely affect, (x) the ability of the Master Servicer to
perform its obligations under this Agreement or (y) the business, operations,
financial condition, properties or assets of the Master Servicer taken as a
whole;
(iv) The
Master Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac
in
good standing and is a HUD approved mortgagee pursuant to Section 203 of the
National Housing Act;
(v) No
litigation is pending against the Master Servicer that would materially and
adversely affect the execution, delivery or enforceability of this Agreement
or
the ability of the Master Servicer to service the Mortgage Loans or to perform
any of its other obligations hereunder in accordance with the terms
hereof;
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Master
Servicer of, or compliance by the Master Servicer with, this Agreement or the
consummation of the transactions contemplated by this Agreement, except for
such
consents, approvals, authorizations or orders, if any, that have been obtained
prior to the Closing Date;
(vii) The
Master Servicer covenants that its computer and other systems used in servicing
the Mortgage Loans operate in a manner such that the Master Servicer can service
the Mortgage Loans in accordance with the terms of this Agreement;
and
(viii) The
Master Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf)
is a member of MERS in good standing, and will comply in all material respects
with the rules and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05 shall survive delivery of the Mortgage Files to
the
Trustee or to the Custodian on its behalf and shall inure to the benefit of
the
Trustee, the Trust Administrator, the Depositor and the Certificateholders.
Upon
discovery by any of the Depositor, the Master Servicer, the Trust Administrator
or the Trustee of a breach of any of the foregoing representations, warranties
and covenants which materially and adversely affects the value of any Mortgage
Loan or the interests therein of the Certificateholders, the party discovering
such breach shall give prompt written notice (but in no event later than two
Business Days following such discovery) to the Trustee. Subject to Section
7.01,
the obligation of the Master Servicer set forth in Section 2.03(c) to cure
breaches shall constitute the sole remedies against the Master Servicer
available to the Certificateholders, the Depositor, the Trust Administrator
or
the Trustee on behalf of the Certificateholders respecting a breach of the
representations, warranties and covenants contained in this Section
2.05.
SECTION
2.06
|
Issuance
of the Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it or to the Custodian on its behalf, of the Mortgage Files, subject to
the
provisions of Section 2.01 and Section 2.02, together with the assignment to
it
of all other assets included in REMIC I, REMIC II-A and REMIC III-A 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 Paying Agent, pursuant to the written request of the
Depositor executed by an officer of the Depositor, has executed, and the
Authenticating Agent has authenticated and delivered, to or upon the order
of
the Depositor, the Certificates in authorized denominations. The interests
evidenced by the Certificates (other than the Group 3 Floating Rate
Certificates) and the Underlying Interests constitute the entire beneficial
ownership interest in REMIC I, REMIC II-C and REMIC III-C.
SECTION
2.07
|
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by
the
Trustee.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the assets
described in the definition of REMIC I for the benefit of the Holders of the
Group 1 Certificates. The Trustee 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 Group 1
Certificates. The Group 1 Certificates 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 assets
described in the definition of REMIC II-A for the benefit of the holders of
the
REMIC II-A Regular Interests (which are uncertificated) and the Class 2R
Certificates (in respect of the Class R-IIA Residual Interest). The Trustee
acknowledges receipt of the assets described in the definition of REMIC II-A
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-A Regular Interests and the Class 2R
Certificates (in respect of the Class R-IIA Residual Interest). The interests
evidenced by the Class R-IIA Residual Interest, together with the REMIC II-A
Regular Interests, constitute the entire beneficial ownership interest in REMIC
II-A.
(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-A Regular Interests (which are uncertificated) for the benefit of the Holders
of the REMIC II-B Regular Interests (which are uncertificated) and the Class
2R
Certificates (in respect of the Class R-IIB Residual Interest). The Trustee
acknowledges receipt of the REMIC II-A Regular Interests and declares that
it
holds and will hold the same in trust for the exclusive use and benefit of
the
Holders of the REMIC II-B Regular Interests (which are uncertificated) and
the
Class 2R Certificates (in respect of the Class R-IIB Residual Interest). The
interests evidenced by the Class R-IIB Residual Interest, together with the
REMIC II-B Regular Interests, constitute the entire beneficial ownership
interest in REMIC II-B.
(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 REMIC
II-B Regular Interests (which are uncertificated) for the benefit of the Holders
of the Group 2 Certificates (in the case of the Class 2R Certificates, in
respect of the Class R-IIC Residual Interest). The Trustee acknowledges receipt
of the REMIC II-B 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 Group
2
Certificates (in the case of the Class 2R Certificates, in respect of the Class
R-IIC Residual Interest). The interests evidenced by the Group 2
Certificates (in the case of the Class 2R Certificates, in respect of the Class
R-IIC Residual Interest) constitute the entire beneficial ownership interest
in
REMIC II-C.
(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 assets
described in the definition of REMIC III-A for the benefit of the holders of
the
REMIC III-A Regular Interests (which are uncertificated) and the Class 3R
Certificates (in respect of the Class R-IIIA Residual Interest). The Trustee
acknowledges receipt of the assets described in the definition of REMIC III-A
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the REMIC III-A Regular Interests and the Class
3R
Certificates (in respect of the Class R-IIIA Residual Interest). The interests
evidenced by the Class R-IIIA Residual Interest, together with the REMIC III-A
Regular Interests, constitute the entire beneficial ownership interest in REMIC
III-A.
(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 REMIC
III-A Regular Interests (which are uncertificated) for the benefit of the
Holders of the REMIC III-B Regular Interests (which are uncertificated) and
the
Class 3R Certificates (in respect of the Class R-IIIB Residual Interest). The
Trustee acknowledges receipt of the REMIC III-A 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 III-B Regular Interests (which are uncertificated)
and the Class 3R Certificates (in respect of the Class R-IIIB Residual
Interest). The interests evidenced by the Class R-IIIB Residual Interest,
together with the REMIC III-B Regular Interests, constitute the entire
beneficial ownership interest in REMIC III-B.
(g) 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
III-B Regular Interests (which are uncertificated) for the benefit of the
Holders of the Group 3 Certificates (other than the Group 3 Floating Rate
Certificates) and the Underlying Interests (in the case of the Class 3R
Certificates, in respect of the Class R-IIIC Residual Interest). The Trustee
acknowledges receipt of the REMIC III-B 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 Group 3 Certificates (other than the Group 3 Floating Rate
Certificates) and the Underlying Interests (in the case of the Class 3R
Certificates, in respect of the Class R-IIIC Residual Interest). The
interests evidenced by the Group 3 Certificates (other than the Group 3 Floating
Rate Certificates) and the Underlying Interests (in the case of the Class 3R
Certificates, in respect of the Class R-IIIC Residual Interest), constitute
the
entire beneficial ownership interest in REMIC III-C.
SECTION
2.08
|
Execution
of Swap Agreement by the Grantor Trust
Trustee.
|
The
Grantor Trust Trustee is hereby directed to execute and deliver the 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 Grantor Trust Trustee on behalf of Party B (as defined
therein) and not in its individual capacity. The Grantor Trust
Trustee is hereby directed to appoint the Paying Agent to perform the
obligations of the Grantor Trust Trustee under the Swap Agreement.
The
Master Servicer, the Paying Agent, the Depositor and the Certificateholders
(by
acceptance of their Certificates) acknowledge and agree that:
(i) the
Grantor Trust Trustee shall execute and deliver the Swap Agreement on behalf
of
Party B (as defined therein),
(ii) the
Grantor Trust Trustee shall exercise the rights, perform the obligations, and
make the representations of Party B thereunder, solely in its capacity as
Grantor Trust Trustee on behalf of Party B (as defined therein) and not in
its
individual capacity, and
(iii) the
Paying Agent is hereby directed act as agent for the Grantor Trust Trustee
under
the Swap Agreement.
Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Grantor Trust Trustee and the Paying Agent
shall apply to the Grantor Trust Trustee’s and the Paying Agent’s performance of
their respective duties and satisfaction of their obligations thereunder by
the
Grantor Trust Trustee or the Paying Agent.
SECTION
2.09 Grantor
Trust Designations.
The
Group
3 Floating Rate Certificates are hereby designated as undivided beneficial
interests in the portion of the Trust Fund consisting of the Underlying
Interests and the Swap Agreement, which portion shall be treated as a grantor
trust within the meaning of subpart E, Part I of subchapter J of the
Code.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
SECTION
3.01
|
Master
Servicer to Act as Master Servicer.
|
The
Master Servicer shall service and administer the Mortgage Loans on behalf of
the
Trustee and in the best interests of and for the benefit of the
Certificateholders (as determined by the Master Servicer in its reasonable
judgment) in accordance with the terms of this Agreement and the respective
Mortgage Loans and, to the extent consistent with such terms, in the same manner
in which it services and administers similar mortgage loans for its own
portfolio, giving due consideration to customary and usual standards of practice
of prudent mortgage lenders and loan servicers administering similar mortgage
loans but without regard to:
(i) any
relationship that the Master Servicer, any Sub-Servicer or any Affiliate of
the
Master Servicer or any Sub-Servicer may have with the related
Mortgagor;
(ii) the
ownership of any Certificate by the Master Servicer or any Affiliate of the
Master Servicer;
(iii) the
Master Servicer’s obligation to make P&I Advances or Servicing Advances;
or
(iv) the
Master Servicer’s or any Sub-Servicer’s right to receive compensation for its
services hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Master Servicer shall also seek to
maximize the timely and complete recovery of principal and interest on the
Mortgage Notes. Subject only to the above-described servicing standards and
the
terms of this Agreement and of the respective Mortgage Loans, the Master
Servicer shall have full power and authority, acting alone or through
Sub-Servicers as provided in Section 3.02, to do or cause to be done any and
all
things in connection with such servicing and administration which it may deem
necessary or desirable. Without limiting the generality of the foregoing, the
Master Servicer in its own name or in the name of a Sub-Servicer is hereby
authorized and empowered by the Trustee when the Master Servicer believes it
appropriate in its best judgment in accordance with the servicing standards
set
forth above, to execute and deliver, on behalf of the Certificateholders and
the
Trustee, and upon notice to the Trustee, any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Properties and to institute foreclosure proceedings or obtain a deed-in-lieu
of
foreclosure so as to convert the ownership of such properties, and to hold
or
cause to be held title to such properties, on behalf of the Trustee and
Certificateholders. The Master Servicer shall service and administer the
Mortgage Loans in accordance with applicable state and federal law and shall
provide to the Mortgagors any reports required to be provided to them thereby.
The Master Servicer shall also comply in the performance of this Agreement
with
all reasonable rules and requirements of each insurer under each Primary
Mortgage Insurance Policy and any standard hazard insurance policy. Subject
to
Section 3.17, the Trustee shall execute, at the written request of the Master
Servicer, and furnish to the Master Servicer and any Sub-Servicer such documents
as are necessary or appropriate to enable the Master Servicer or any
Sub-Servicer to carry out their servicing and administrative duties hereunder,
and the Trustee hereby grants to the Master Servicer a power of attorney to
carry out such duties. The Trustee shall not be liable for the actions of the
Master Servicer or any Sub-Servicers under such powers of attorney.
In
accordance with the standards of the preceding paragraph, the Master Servicer
shall advance or cause to be advanced funds as necessary for the purpose of
effecting the timely payment of taxes and assessments on the Mortgaged
Properties, which advances shall be Servicing Advances reimbursable in the
first
instance from related collections from the Mortgagors pursuant to Section 3.09,
and further as provided in Section 3.11. Any cost incurred by the Master
Servicer or by Sub- Servicers in effecting the timely payment of taxes and
assessments on a Mortgaged Property shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid principal balance
of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage
Loan
so permit.
The
Master Servicer further is authorized and empowered by the Trustee, on behalf
of
the Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Master Servicer or the Sub-Servicer, as the case may
be,
believes it is appropriate in its best judgment to register any Mortgage Loan
on
the MERS System, or cause the removal from the registration of any Mortgage
Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses (i) incurred as a result of
MERS
discontinuing or becoming unable to continue operations in connection with
the
MERS System or (ii) if the affected Mortgage Loan is in default or, in the
judgment of the Master Servicer, such default is reasonably foreseeable,
incurred in connection with the actions described in the preceding sentence,
shall be subject to withdrawal by the Master Servicer from the Collection
Account.
Notwithstanding
anything in this Agreement to the contrary, the Master Servicer may not make
any
future advances with respect to a Mortgage Loan (except as provided in Section
4.03) and the Master Servicer shall not (i) permit any modification with respect
to any Mortgage Loan (except with respect to a Mortgage Loan that is in default
or, in the judgment of the Master Servicer, such default is reasonably
foreseeable) that would change the Mortgage Rate, reduce or increase the
principal balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan, or (ii)
permit any modification, waiver or amendment of any term of any Mortgage Loan
that would both (A) effect an exchange or reissuance of such Mortgage Loan
under
Section 1001 of the Code (or final, temporary or proposed Treasury regulations
promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as
a
REMIC under the Code or the imposition of any tax on “prohibited transactions”
or “contributions after the startup date” under the REMIC
Provisions. Consistent with the foregoing, in connection with a
partial Principal Prepayment, the Master Servicer may at its option reduce
or
permit a Sub-Servicer to reduce the scheduled Monthly Payments on the related
Mortgage Loan so that the remaining outstanding principal amount owed under
such
Mortgage Loan will be paid in equal monthly installments of principal and
interest by the originally scheduled maturity date. In addition, in
connection with any modification of a Mortgage Loan that is entered into by
a
Mortgagor in lieu of refinancing and that is not permitted by this paragraph
or
by Section 3.07, the Master Servicer shall treat such modification for remitting
and reporting purposes as a Principal Prepayment in full to the Trust occurring
concurrently with the origination of a new mortgage loan, which is not in the
Trust, to the Mortgagor. For any such Mortgage Loan that has been so
deemed the subject of a Principal Prepayment in full, upon written notice from
the Master Servicer of the deposit into the Collection Account of funds in
an
amount equal to all amounts that would be owed to the Trust by the related
Mortgagor if such deemed Principal Prepayment were an actual Principal
Prepayment in full, the Trustee and the Trust Administrator shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as the Master Servicer or the applicable Sub-Servicer shall furnish
to
it and as shall be necessary to vest in the designated successor owner of such
Mortgage Loan specified in such instruments such Mortgage Loan released pursuant
hereto, and the Trustee and the Trust Administrator shall have no further
responsibility with regard to such Mortgage Loan or the related Mortgage
File.
The
Master Servicer may delegate its responsibilities under this Agreement;
provided, however, that no such delegation shall release the Master Servicer
from the responsibilities or liabilities arising under this
Agreement.
The
Master Servicer shall accurately and fully report (or cause each Sub-Servicer
to
accurately and fully report), its borrower credit files to each of the credit
repositories in a timely manner.
SECTION
3.02
|
Sub-Servicing
Agreements Between the Master Servicer and
Sub-Servicers.
|
(a) The
Master Servicer may enter into Sub-Servicing Agreements (provided that such
agreements would not result in a withdrawal or a downgrading by the Rating
Agencies of the rating on any Class of Certificates) with Sub-Servicers, for
the
servicing and administration of the Mortgage Loans. As of the Cut-Off Date,
Countrywide Home Loans Servicing LP is the Sub-Servicer with respect to the
Countrywide Mortgage Loans and in such capacity Countrywide Home Loans Servicing
LP will be primarily responsible for the servicing of such Mortgage
Loans. As of the Cut-Off Date, GreenPoint is the Sub-Servicer with
respect to the GreenPoint Mortgage Loans and in such capacity GreenPoint will
be
primarily responsible for the servicing of such Mortgage Loans. As of
the Cut-Off Date, Xxxxx Fargo is the Sub-Servicer with respect to the Xxxxx
Fargo Mortgage Loans and in such capacity Xxxxx Fargo will be primarily
responsible for the servicing of such Mortgage Loans.
(b) Each
Sub-Servicer shall be (i) authorized to transact business in the state or states
in which the related Mortgaged Properties it is to service are situated, if
and
to the extent required by applicable law to enable the Sub-Servicer to perform
its obligations hereunder and under the Sub-Servicing Agreement, (ii) an
institution approved as a mortgage loan originator by the Federal Housing
Administration or an institution the deposit accounts of which are insured
by
the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Xxx approved mortgage servicer.
Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Master Servicer
will examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent
with
any of the provisions of this Agreement. The Master Servicer and the
Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements
or enter into different forms of Sub-Servicing Agreements; provided, however,
that any such amendments or different forms shall be consistent with and not
violate the provisions of this Agreement, and that no such amendment or
different form shall be made or entered into which could be reasonably expected
to be materially adverse to the interests of the Certificateholders, without
the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any variation without the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights from the provisions set forth
in
Section 3.08 relating to insurance or priority requirements of Sub-Servicing
Accounts, or credits and charges to the Sub- Servicing Accounts or the timing
and amount of remittances by the Sub-Servicers to the Master Servicer, are
conclusively deemed to be inconsistent with this Agreement and therefore
prohibited. The Master Servicer shall deliver to the Trustee and the Trust
Administrator copies of all Sub-Servicing Agreements, and any amendments or
modifications thereof, promptly upon the Master Servicer’s execution and
delivery of such instruments.
(c) As
part
of its servicing activities hereunder, the Master Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit of the Trustee
and the Certificateholders, shall enforce the obligations of each Sub-Servicer
under the related Sub-Servicing Agreement and of the Seller under the Mortgage
Loan Purchase Agreement, including, without limitation, any obligation to make
advances in respect of delinquent payments as required by a Sub- Servicing
Agreement, or to purchase a Mortgage Loan on account of missing or defective
documentation or on account of a breach of a representation, warranty or
covenant, as described in Section 2.03(a). Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in such
form
and carried out to such an extent and at such time as the Master Servicer,
in
its good faith business judgment, would require were it the owner of the related
Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
at
its own expense, and shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement, to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Mortgage Loans,
or
(ii) from a specific recovery of costs, expenses or attorneys’ fees against the
party against whom such enforcement is directed.
SECTION
3.03
|
Successor
Sub-Servicers.
|
The
Master Servicer shall be entitled to terminate any Sub-Servicing Agreement
and
the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Master
Servicer without any act or deed on the part of such Sub-Servicer or the Master
Servicer, and the Master Servicer either shall service directly the related
Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor
Sub-Servicer which qualifies under Section 3.02.
Any
Sub-Servicing Agreement (other than any Initial Sub-Servicing Agreement) shall
include the provision that such agreement may be immediately terminated by
the
Trustee or the Trust Administrator without fee, in accordance with the terms
of
this Agreement, in the event that the Master Servicer shall, for any reason,
no
longer be the Master Servicer (including termination due to a Master Servicer
Event of Default).
SECTION
3.04
|
Liability
of the Master Servicer.
|
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Master Servicer and a Sub-Servicer or
reference to actions taken through a Sub-Servicer or otherwise, the Master
Servicer shall remain obligated and primarily liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans
in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements or
arrangements or by virtue of indemnification from the Sub-Servicer and to the
same extent and under the same terms and conditions as if the Master Servicer
alone were servicing and administering the Mortgage Loans. The Master Servicer
shall be entitled to enter into any agreement with a Sub- Servicer for
indemnification of the Master Servicer by such Sub-Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or
Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Master Servicer
alone, and the Trustee, the Trust Administrator and the Certificateholders
shall
not be deemed parties thereto and shall have no claims, rights, obligations,
duties or liabilities with respect to the Sub-Servicer except as set forth
in
Section 3.06. The Master Servicer shall be solely liable for all fees owed
by it
to any Sub-Servicer, irrespective of whether the Master Servicer’s compensation
pursuant to this Agreement is sufficient to pay such fees.
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by
Trustee.
|
In
the
event the Master Servicer shall for any reason no longer be the master servicer
(including by reason of the occurrence of a Master Servicer Event of Default),
the Trustee or its designee shall thereupon assume all of the rights and
obligations of the Master Servicer under each Sub-Servicing Agreement that
the
Master Servicer may have entered into, unless the Trustee elects to terminate
any Sub-Servicing Agreement in accordance with its terms as provided in Section
3.03. Upon such assumption, the Trustee, its designee or the successor servicer
for the Trustee appointed pursuant to Section 7.02 shall be deemed, subject
to
Section 3.03, to have assumed all of the Master Servicer’s interest therein and
to have replaced the Master Servicer as a party to each Sub-Servicing Agreement
to the same extent as if each Sub-Servicing Agreement had been assigned to
the
assuming party, except that (i) the Master Servicer shall not thereby be
relieved of any liability or obligations under any Sub-Servicing Agreement
and
(ii) none of the Trustee, its designee or any successor Master Servicer shall
be
deemed to have assumed any liability or obligation of the Master Servicer that
arose before it ceased to be the Master Servicer.
The
Master Servicer at its expense shall, upon request of the Trustee, deliver
to
the assuming party all documents and records relating to each Sub-Servicing
Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by or on behalf of it, and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub- Servicing
Agreements to the assuming party.
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
The
Master Servicer shall make reasonable efforts to collect all payments called
for
under the terms and provisions of the Mortgage Loans, and shall, to the extent
such procedures shall be consistent with this Agreement and the terms and
provisions of any related Primary Mortgage Insurance Policy and any other
applicable insurance policies, follow such collection procedures as it would
follow with respect to mortgage loans comparable to the Mortgage Loans and
held
for its own account. Consistent with the foregoing and the servicing standards
set forth in Section 3.01, the Master Servicer may in its discretion (i) waive
any late payment charge or, if applicable, penalty interest, only upon
determining that the coverage of such Mortgage Loan by the related Primary
Mortgage Insurance Policy, if any, will not be affected, or (ii) extend the
due
dates for Monthly Payments due on a Mortgage Note for a period of not greater
than 180 days; provided that any extension pursuant to clause (ii) above shall
not affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder, except as provided below. In the event of any such
arrangement pursuant to clause (ii) above, the Master Servicer shall make timely
advances on such Mortgage Loan during such extension pursuant to Section 4.03
and in accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements. Notwithstanding the
foregoing, in the event that any Mortgage Loan is in default or, in the judgment
of the Master Servicer, such default is reasonably foreseeable, the Master
Servicer, consistent with the standards set forth in Section 3.01,
may waive, modify or vary any term of such Mortgage Loan (including
modifications that change the Mortgage Rate, forgive the payment of principal
or
interest or extend the final maturity date of such Mortgage Loan; provided
that
the final maturity date for any such modified Mortgage Loan shall not exceed
the
Latest Possible Maturity Date (as set forth in the Preliminary Statement
hereto), accept payment from the related Mortgagor of an amount less than the
Stated Principal Balance in final satisfaction of such Mortgage Loan (such
payment, a “Short Pay-off”) or consent to the postponement of strict compliance
with any such term or otherwise grant indulgence to any Mortgagor, if in the
Master Servicer’s determination such waiver, modification, postponement or
indulgence is not materially adverse to the interests of the Certificateholders
(taking into account any estimated Realized Loss that might result absent such
action).
SECTION
3.08
|
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account (provided,
however, that in the case of each Initial Sub-Servicing Agreement, the
applicable Sub-Servicing Account shall comply with all requirements of the
Initial Sub-Servicing Agreement relating to the custodial account provided
for
therein). The Sub-Servicer shall deposit in the clearing account (which account
must be an Eligible Account) in which it customarily deposits payments and
collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than two Business Days after
the Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by
the Sub-Servicer less its servicing compensation to the extent permitted by
the
Sub-Servicing Agreement, and shall thereafter deposit such amounts in the
Sub-Servicing Account, in no event more than one Business Day after the deposit
of such funds into the clearing account. The Sub-Servicer shall thereafter
remit
such proceeds to the Master Servicer for deposit in the Collection Account
not
later than two Business Days after the deposit of such amounts in the
Sub-Servicing Account (or, in the case of the Initial Sub-Servicing Agreement,
at such time as is required pursuant to the terms of the Initial Sub-Servicing
Agreement). For purposes of this Agreement, the Master Servicer shall be deemed
to have received payments on the Mortgage Loans when the Sub-Servicer receives
such payments.
SECTION
3.09
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
The
Master Servicer shall establish and maintain (or cause a Sub-Servicer to
establish and maintain) one or more accounts (the “Servicing Accounts”), into
which all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of ground rents, taxes, assessments, fire and
hazard insurance premiums, Primary Mortgage Insurance Premiums, water charges,
sewer rents and comparable items for the account of the Mortgagors (“Escrow
Payments”) shall be deposited and retained. Servicing Accounts shall be Eligible
Accounts. The Master Servicer (or the applicable Sub-Servicer) shall deposit
in
the clearing account (which account must be an Eligible Account) in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than two Business Days after the Master Servicer’s (or the applicable
Sub-Servicer’s) receipt thereof, all Escrow Payments collected on account of the
Mortgage Loans and shall thereafter deposit such Escrow Payments in the
Servicing Accounts, in no event more than one Business Day after the deposit
of
such funds in the clearing account, for the purpose of effecting the payment
of
any such items as required under the terms of this Agreement. Withdrawals of
amounts from a Servicing Account may be made only to (i) effect payment of
Escrow Payments; (ii) reimburse the Master Servicer (or a Sub-Servicer to the
extent provided in the related Sub-Servicing Agreement) out of related
collections for any advances made pursuant to Section 3.01 (with respect to
taxes and assessments) and Section 3.14 (with respect to hazard insurance);
(iii) refund to Mortgagors any sums as may be determined to be overages; (iv)
pay interest, if required and as described below, to Mortgagors on balances
in
the Servicing Account; (v) clear and terminate the Servicing Account at the
termination of the Master Servicer’s obligations and responsibilities in respect
of the Mortgage Loans under this Agreement in accordance with Article IX; or
(vi) recover amounts deposited in error. As part of its servicing duties, the
Master Servicer or Sub-Servicers shall pay to the Mortgagors interest on funds
in Servicing Accounts, to the extent required by law and, to the extent that
interest earned on funds in the Servicing Accounts is insufficient, to pay
such
interest from its or their own funds, without any reimbursement therefor. To
the
extent that a Mortgage does not provide for Escrow Payments, the Master Servicer
shall determine whether any such payments are made by the Mortgagor in a manner
and at a time that avoids the loss of the Mortgaged Property due to a tax sale
or the foreclosure of a tax lien. The Master Servicer assumes full
responsibility for the payment of all such bills and shall effect payments
of
all such bills irrespective of the Mortgagor’s faithful performance in the
payment of same or the making of the Escrow Payments and shall make advances
from its own funds to effect such payments.
SECTION
3.10
|
Collection
Account and Distribution Account.
|
(a) On
behalf
of the Trust Fund, the Master Servicer shall establish and maintain one or
more
separate, segregated trust accounts (such account or accounts, the “Collection
Account”), held in trust for the benefit of the Trustee and the
Certificateholders. On behalf of the Trust Fund, the Master Servicer shall
deposit or cause to be deposited in the clearing account (which account must
be
an Eligible Account) in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities
on a
daily basis, and in no event more than two Business Days after the Master
Servicer’s receipt thereof, and shall thereafter deposit in the Collection
Account, in no event more than one Business Day after the deposit of such funds
into the clearing account, as and when received or as otherwise required
hereunder, the following payments and collections received or made by it from
and after the Cut-off Date (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, 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, Subsequent Recoveries and Liquidation Proceeds (other than
proceeds collected in respect of any particular REO Property and amounts paid
by
the Master Servicer in connection with a purchase of Mortgage Loans and REO
Properties pursuant to Section 9.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(v) any
amounts required to be deposited by the Master Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 9.01;
(vii) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section
2.03;
(viii) [reserved];
and
(ix) [reserved].
For
purposes of the immediately preceding sentence, the Cut-off Date with respect
to
any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption
fees need not be deposited by the Master Servicer in the Collection Account.
In
the event the Master Servicer shall deposit in the Collection Account any amount
not required to be deposited therein, it may at any time withdraw such amount
from the Collection Account, any provision herein to the contrary
notwithstanding.
(b) On
behalf
of the Trust Fund, the Paying Agent on behalf of the Trust Administrator shall
establish and maintain one or more separate, segregated trust accounts (such
account or accounts, the “Distribution Account”), held in trust for the benefit
of the Certificateholders. On behalf of the Trust Fund, the Master Servicer
shall deliver to the Paying Agent in immediately available funds for deposit
in
the Distribution Account on or before 12:00 p.m. New York time (i) on the Master
Servicer Remittance Date, that portion of the Group 1 Available Distribution
Amount, the Group 2 Available Distribution Amount and the Group 3 Available
Distribution Amount (calculated in each case without regard to the subtraction
therefrom of any applicable lender-paid primary mortgage insurance premium
described in clause (i)(a) of each definition thereof) for the related
Distribution Date then on deposit in the Collection Account and (ii) on each
Business Day as of the commencement of which the balance on deposit in the
Collection Account exceeds $75,000 following any withdrawals pursuant to the
next succeeding sentence, the amount of such excess, but only if the Collection
Account constitutes an Eligible Account solely pursuant to clause (ii) of the
definition of “Eligible Account.” If the balance on deposit in the Collection
Account exceeds $75,000 as of the commencement of business on any Business
Day
and the Collection Account constitutes an Eligible Account solely pursuant
to
clause (ii) of the definition of “Eligible Account,” the Master Servicer shall,
on or before 12:00 p.m. New York time on such Business Day, withdraw from the
Collection Account any and all amounts payable or reimbursable to the Depositor,
the Master Servicer, the Trustee, the Trust Administrator, the Seller or any
Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons
entitled thereto.
(c) Funds
in
the Collection Account and the Distribution Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. The
Master Servicer shall give notice to the Trustee, the Trust Administrator,
the
Paying Agent and the Depositor of the location of the Collection Account
maintained by it when established and prior to any change thereof. The Paying
Agent shall give notice to the Master Servicer, the Trust Administrator, the
Paying Agent and the Depositor of the location of the Distribution Account
when
established and prior to any change thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Master
Servicer to the Paying Agent on behalf of the Trust Administrator for deposit
in
an account (which may be the Distribution Account and must satisfy the standards
for the Distribution Account as set forth in the definition thereof) and for
all
purposes of this Agreement shall be deemed to be a part of the Collection
Account; provided, however, that the Paying Agent shall have the sole authority
to withdraw any funds held pursuant to this subsection (d). In the event the
Master Servicer shall deliver to the Paying Agent for deposit in the
Distribution Account any amount not required to be deposited therein, it may
at
any time request that the Paying Agent withdraw such amount from the
Distribution Account and remit to it any such amount, any provision herein
to
the contrary notwithstanding. In addition, the Master Servicer shall deliver
to
the Paying Agent from time to time for deposit, and upon written notification
from the Master Servicer, the Paying Agent shall so deposit, in the Distribution
Account:
(i) any
P&I Advances, as required pursuant to Section 4.03;
(ii) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid by the Master Servicer in connection with a purchase of
Mortgage Loans and REO Properties pursuant to Section 9.01;
(iv) any
amounts required to be deposited pursuant to Section 3.24 in connection with
any
Prepayment Interest Shortfalls; and
(v) any
Stayed Funds, as soon as permitted by the federal bankruptcy court having
jurisdiction in such matters.
(e) Promptly
upon receipt of any Stayed Funds, whether from the Master Servicer, a trustee
in
bankruptcy, or federal bankruptcy court or other source, the Paying Agent shall
deposit such funds in the Distribution Account, subject to withdrawal thereof
as
permitted hereunder.
(f) The
Master Servicer shall deposit in the Collection Account any amounts required
to
be deposited pursuant to Section 3.12(b) in connection with losses realized
on
Permitted Investments with respect to funds held in the Collection
Account.
SECTION
3.11
|
Withdrawals
from the Collection Account and Distribution
Account.
|
(a) The
Master Servicer shall, from time to time, make withdrawals from the Collection
Account for any of the following purposes or as described in Section
4.03:
(i) to
remit
to the Paying Agent for deposit in the Distribution Account the amounts required
to be so remitted pursuant to Section 3.10(b) or permitted to be so remitted
pursuant to the first sentence of Section 3.10(d);
(ii) subject
to Section 3.16(d), to reimburse the Master Servicer for P&I Advances, but
only to the extent of amounts received which represent Late Collections (net
of
the related Servicing Fees) of Monthly Payments on Mortgage Loans with respect
to which such P&I Advances were made in accordance with the provisions of
Section 4.03;
(iii) subject
to Section 3.16(d), to pay the Master Servicer or any Sub- Servicer (A) any
unpaid Servicing Fees, (B) any unreimbursed Servicing Advances with respect
to
each Mortgage Loan, but only to the extent of any Liquidation Proceeds,
Insurance Proceeds or other amounts as may be collected by the Master Servicer
from a Mortgagor, or otherwise received with respect to such Mortgage Loan
and
(C) any nonrecoverable Servicing Advances following the final liquidation of
a
Mortgage Loan, but only to the extent that Late Collections,
Liquidation Proceeds and Insurance Proceeds received with respect to
such Mortgage Loan are insufficient to reimburse the Master Servicer or any
Sub-Servicer for such Servicing Advances;
(iv) to
pay to
the Master Servicer as servicing compensation (in addition to the Servicing
Fee)
on the Master Servicer Remittance Date any interest or investment income earned
on funds deposited in the Collection Account;
(v) to
pay to
the Master Servicer, the Depositor or the Seller, as the case may be, with
respect to each Mortgage Loan that has previously been purchased or replaced
pursuant to Section 2.03 all amounts received thereon subsequent to the date
of
purchase or substitution, as the case may be;
(vi) to
reimburse the Master Servicer for any P&I Advance previously made which the
Master Servicer has determined to be a Nonrecoverable P&I Advance in
accordance with the provisions of Section 4.03;
(vii) to
reimburse the Master Servicer or the Depositor for expenses incurred by or
reimbursable to the Master Servicer or the Depositor, as the case may be,
pursuant to Section 6.03;
(viii) to
reimburse the Master Servicer, the Trust Administrator or the Trustee, as the
case may be, for expenses reasonably incurred in respect of the breach or defect
giving rise to the purchase obligation under Section 2.03 or Section 2.04 of
this Agreement that were included in the Purchase Price of the Mortgage Loan,
including any expenses arising out of the enforcement of the purchase
obligation;
(ix) to
pay,
or to reimburse the Master Servicer for advances in respect of expenses incurred
in connection with any Mortgage Loan pursuant to Section 3.16(b);
(x) to
reimburse the Master Servicer for any xxxxxxxxxxxx X&X Advances or Servicing
Advances previously made on Mortgage Loans that were the subject to a
Capitalization Modification pursuant to Section 3.07 where such P&I Advance
or Servicing Advance is added to the unpaid Stated Principal Balance of such
Mortgage Loan (but, in the case of this clause (x), such reimbursement shall
be
permitted only from amounts on deposit in the Collection Account in respect
of
scheduled and unscheduled collections of principal on the Mortgage Loans in
the
related Collateral Pool, in the case of the Mortgage Loans in Collateral Pool
1,
or the related Loan Group, in the case of the Mortgage Loans in Collateral
Pool
2 and Collateral Pool 3); and
(xi) to
clear
and terminate the Collection Account pursuant to Section 9.01.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Master
Servicer shall provide written notification to the Trustee, the Trust
Administrator and the Paying Agent, on or prior to the next succeeding Master
Servicer Remittance Date, upon making any withdrawals from the Collection
Account pursuant to subclause (vii) above.
(b) The
Paying Agent shall, from time to time, make withdrawals from the Distribution
Account, for any of the following purposes, without priority:
(i) to
make
distributions to Certificateholders in accordance with Section
4.01;
(ii) to
pay to
itself any interest income earned on funds deposited in the Distribution Account
pursuant to Section 3.12(c);
(iii) to
reimburse the Trust Administrator or the Trustee pursuant to Section
7.02;
(iv) to
pay
any amounts in respect of taxes pursuant to 10.01(g)(iii);
(v) to
pay
any Extraordinary Trust Fund Expenses;
(vi) to
reimburse the Paying Agent or the Trustee for any P&I Advance made by it
under Section 7.01 (if not reimbursed by the Master Servicer) to the same extent
the Master Servicer would be entitled to reimbursement under Section 3.11(a);
and
(vii) to
clear
and terminate the Distribution Account pursuant to Section 9.01.
SECTION
3.12
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
(a) The
Master Servicer may direct any depository institution maintaining the Collection
Account (for purposes of this Section 3.12, an “Investment Account”), and the
Paying Agent may direct any depository institution maintaining the Distribution
Account (for purposes of this Section 3.12, also an “Investment Account”), to
hold the funds in such Investment Account uninvested or to invest the funds
in
such Investment Account in one or more Permitted Investments specified in such
instruction bearing interest or sold at a discount, and maturing, unless payable
on demand, (i) no later than the Business Day immediately preceding the date
on
which such funds are required to be withdrawn from such account pursuant to
this
Agreement, if a Person other than the Paying Agent is the obligor thereon,
and
(ii) no later than the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if the Paying Agent is the obligor
thereon. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trust Administrator (in its capacity as such) or in
the
name of a nominee of the Trust Administrator. The Trust Administrator shall
be
entitled to sole possession (except with respect to investment direction of
funds held in the Collection Account and the Distribution Account and any income
and gain realized thereon) over each such investment, and any certificate or
other instrument evidencing any such investment shall be delivered directly
to
the Trust Administrator or its agent, together with any document of transfer
necessary to transfer title to such investment to the Trust Administrator or
its
nominee. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Trust
Administrator shall:
|
(x)
|
consistent
with any notice required to be given thereunder, demand that payment
thereon be made on the last day such Permitted Investment may otherwise
mature hereunder in an amount equal to the lesser of (1) all amounts
then
payable thereunder and (2) the amount required to be withdrawn on
such
date; and
|
|
(y)
|
demand
payment of all amounts due thereunder promptly upon determination
by a
Responsible Officer of the Trust Administrator that such Permitted
Investment would not constitute a Permitted Investment in respect
of funds
thereafter on deposit in the Investment
Account.
|
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account held by or on behalf of the Master Servicer, shall be for
the
benefit of the Master Servicer and shall be subject to its withdrawal in
accordance with Section 3.11. The Master Servicer shall deposit in the
Collection Account the amount of any loss of principal incurred in respect
of
any such Permitted Investment made with funds in such accounts immediately
upon
realization of such loss.
(c) All
income and gain realized from the investment of funds deposited in the
Distribution Account held by or on behalf of the Paying Agent, shall be for
the
benefit of the Paying Agent and shall be subject to its withdrawal at any time.
The Paying Agent shall deposit in the Distribution Account the amount of any
loss of principal incurred in respect of any such Permitted Investment made
with
funds in such accounts immediately upon realization of such loss.
(d) Except
as
otherwise expressly provided in this Agreement, if any default occurs in the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trustee
may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of
the
Holders of Certificates representing more than 50% of the Voting Rights
allocated to any Class of Certificates, shall take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
SECTION
3.13
|
Maintenance
of the Primary Mortgage Insurance Policies; Collections
Thereunder.
|
The
Master Servicer will maintain or cause the related Sub-Servicer, if any, to
maintain in full force and effect, if required under the Mortgage Loan Purchase
Agreement and to the extent available, a Primary Mortgage Insurance Policy
with
respect to each Mortgage Loan so insured as of the Closing Date (or, in the
case
of a Qualified Substitute Mortgage Loan, on the date of substitution). Such
coverage will be maintained with respect to each such Mortgage Loan for so
long
as it is outstanding, subject to any applicable laws or until the related
Loan-to-Value Ratio is reduced to less than or equal to 80% based on Mortgagor
payments. The Master Servicer shall cause the premium for each Primary Mortgage
Insurance Policy to be paid on a timely basis and shall pay such premium out
of
its own funds if it is not otherwise paid. The Master Servicer or the related
Sub-Servicer, if any, will not cancel or refuse to renew any such Primary
Mortgage Insurance Policy in effect on the Closing Date (or, in the case of
a
Qualified Substitute Mortgage Loan, on the date of substitution) that is
required to be kept in force under this Agreement unless a replacement Primary
Mortgage Insurance Policy for such canceled or non-renewed policy is obtained
from and maintained with a Qualified Insurer.
The
Master Servicer shall not take, or permit any Sub-Servicer to take, any action
which would result in non-coverage under any applicable Primary Mortgage
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Sub-Servicer, would have been covered thereunder. The Master Servicer will
comply in the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Primary Mortgage Insurance Policy.
In
connection with any assumption and modification agreement or substitution of
liability agreement entered into or to be entered into pursuant to Section
3.15,
the Master Servicer shall promptly notify the insurer under the related Primary
Mortgage Insurance Policy, if any, of such assumption in accordance with the
terms of such policies and shall take all actions which may be required by
such
insurer as a condition to the continuation of coverage under the Primary
Mortgage Insurance Policy. If any such Primary Mortgage Insurance Policy is
terminated as a result of such assumption, the Master Servicer or the related
Sub-Servicer shall obtain a replacement Primary Mortgage Insurance Policy as
provided above.
In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee and the Certificateholders, claims to the insurer under any Primary
Mortgage Insurance Policy in a timely fashion in accordance with the terms
of
such policies and, in this regard, to take such action as shall be necessary
to
permit recovery under any Primary Mortgage Insurance Policy respecting a
defaulted Mortgage Loan. Any amounts collected by the Master Servicer under
any
Primary Mortgage Insurance Policy shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.11; and any amounts collected by
the
Master Servicer under any Primary Mortgage Insurance Policy in respect of any
REO Property shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 3.23. In those cases in which a Mortgage Loan is serviced
by
a Sub-Servicer, the Sub-Servicer, on behalf of itself, the Trustee, and the
Certificateholders, will present claims to the insurer under any Primary
Mortgage Insurance Policy and all collections thereunder shall be deposited
initially in the Sub-Servicing Account.
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
(a) The
Master Servicer shall cause to be maintained for each Mortgage Loan (other
than
a Cooperative Loan) fire insurance with extended coverage on the related
Mortgaged Property in an amount which is at least equal to the least of (i)
the
current principal balance of such Mortgage Loan, (ii) the amount necessary
to
fully compensate for any damage or loss to the improvements that are a part
of
such property on a replacement cost basis and (iii) the maximum insurable value
of the improvements which are a part of such Mortgaged Property, in each case
in
an amount not less than such amount as is necessary to avoid the application
of
any coinsurance clause contained in the related hazard insurance policy. The
Master Servicer shall also cause to be maintained fire insurance with extended
coverage on each REO Property (other than REO Properties acquired in respect
of
Cooperative Loans) in an amount which is at least equal to the lesser of (i)
the
maximum insurable value of the improvements which are a part of such property
and (ii) the outstanding principal balance of the related Mortgage Loan at
the
time it became an REO Property, plus accrued interest at the Mortgage Rate
and
related Servicing Advances. The Master Servicer will comply in the performance
of this Agreement with all reasonable rules and requirements of each insurer
under any such hazard policies. Any amounts to be collected by the Master
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the property subject to the related Mortgage or amounts
to be released to the Mortgagor in accordance with the procedures that the
Master Servicer would follow in servicing loans held for its own account,
subject to the terms and conditions of the related Mortgage and Mortgage Note)
shall be deposited in the Collection Account, subject to withdrawal pursuant
to
Section 3.11, if received in respect of a Mortgage Loan, or in the REO Account,
subject to withdrawal pursuant to Section 3.23, if received in respect of an
REO
Property. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
It is understood and agreed that no earthquake or other additional insurance
is
to be required of any Mortgagor other than pursuant to such applicable laws
and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property or REO Property is at any time
in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, the Master Servicer will
cause to be maintained a flood insurance policy in respect thereof. Such flood
insurance shall be in an amount equal to the lesser of (i) the unpaid principal
balance of the related Mortgage Loan and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property
is
located is participating in such program).
In
the
event that the Master Servicer shall obtain and maintain a blanket policy with
an insurer having a General Policy Rating of A:X or better in Best’s Key Rating
Guide (or such other rating that is comparable to such rating) insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be deemed
to
have satisfied its obligations as set forth in the first two sentences of this
Section 3.14, it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property or REO
Property a policy complying with the first two sentences of this Section 3.14,
and there shall have been one or more losses which would have been covered
by
such policy, deposit to the Collection Account from its own funds the amount
not
otherwise payable under the blanket policy because of such deductible clause.
In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee and the Certificateholders, claims under any such blanket policy
in
a timely fashion in accordance with the terms of such policy.
(b) The
Master Servicer shall keep in force during the term of this Agreement a policy
or policies of insurance covering errors and omissions for failure in the
performance of the Master Servicer’s obligations under this Agreement, which
policy or policies shall be in such form and amount that would meet the
requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the
Mortgage Loans, unless the Master Servicer has obtained a waiver of such
requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall also
maintain a fidelity bond in the form and amount that would meet the requirements
of Xxxxxx Mae or Xxxxxxx Mac, unless the Master Servicer has obtained a waiver
of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall
provide the Trustee and the Paying Agent (upon the Trustee’s or Paying Agent’s
reasonable request) with copies of any such insurance policies and fidelity
bond. The Master Servicer shall be deemed to have complied with this provision
if an Affiliate of the Master Servicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy or fidelity
bond, the coverage afforded thereunder extends to the Master Servicer. Any
such
errors and omissions policy and fidelity bond shall by its terms not be
cancelable without thirty days’ prior written notice to the Trustee. The Master
Servicer shall also cause each Sub-Servicer to maintain a policy of insurance
covering errors and omissions and a fidelity bond which would meet such
requirements.
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Master Servicer will, to the extent it has knowledge of any conveyance or
prospective conveyance of any Mortgaged Property by any Mortgagor (whether
by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under
the
“due-on-sale” clause, if any, applicable thereto; provided, however, that the
Master Servicer shall not exercise any such rights if prohibited by law from
doing so or if the exercise of such rights would impair or threaten to impair
any recovery under the related Primary Mortgage Insurance Policy, if any. If
the
Master Servicer reasonably believes it is unable under applicable law to enforce
such “due-on-sale” clause, or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Master Servicer will enter into
an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which
such
person becomes liable under the Mortgage Note and, to the extent permitted
by
applicable state law, the Mortgagor remains liable thereon. The Master Servicer
is also authorized to enter into a substitution of liability agreement with
such
person, pursuant to which the original Mortgagor is released from liability
and
such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided that no such substitution shall be effective unless
such
person satisfies the underwriting criteria of the Master Servicer. In connection
with any assumption or substitution, the Master Servicer shall apply such
underwriting standards and follow such practices and procedures as shall be
normal and usual in its general mortgage servicing activities and as it applies
to other mortgage loans owned solely by it. The Master Servicer shall not take
or enter into any assumption and modification agreement, however, unless (to
the
extent practicable in the circumstances) it shall have received confirmation,
in
writing, of the continued effectiveness of any applicable Primary Mortgage
Insurance Policy or hazard insurance policy, or a new policy meeting the
requirements of this Section is obtained. Any fee collected by the Master
Servicer in respect of an assumption or substitution of liability agreement
will
be retained by the Master Servicer as additional servicing compensation. In
connection with any such assumption, no material term of the Mortgage Note
(including but not limited to the related Mortgage Rate and the amount of the
Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof. The Master Servicer shall notify the Trustee
that
any such substitution or assumption agreement has been completed by forwarding
to the Custodian (with a copy to the Trustee) the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Master
Servicer shall not be deemed to be in default, breach or any other violation
of
its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or by the terms of the Mortgage Note or any assumption which
the Master Servicer may be restricted by law from preventing, for any reason
whatever. For purposes of this Section 3.15, the term “assumption” is deemed to
also include a sale (of the Mortgaged Property) subject to the Mortgage that
is
not accompanied by an assumption or substitution of liability
agreement.
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
(a) The
Master Servicer shall, consistent with the servicing standard set forth in
Section 3.01, foreclose upon or otherwise comparably convert the ownership
of
properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments pursuant to Section 3.07. The Master Servicer shall
be
responsible for all costs and expenses incurred by it in any such proceedings;
provided, however, that such costs and expenses will be recoverable as Servicing
Advances by the Master Servicer as contemplated in Section 3.11 and Section
3.23. The foregoing is subject to the provision that, in any case in which
Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Master Servicer shall not be required to expend its own funds toward the
restoration of such property unless it shall determine in its discretion that
such restoration will increase the proceeds of liquidation of the related
Mortgage Loan after reimbursement to itself for such expenses.
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision of this
Agreement, with respect to any Mortgage Loan as to which the Master Servicer
has
received actual notice of, or has actual knowledge of, the presence of any
toxic
or hazardous substance on the related Mortgaged Property, the Master Servicer
shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect to,
such
Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
Fund, the Trust Administrator, the Master Servicer or the Certificateholders
would be considered to hold title to, to be a “mortgagee-in- possession” of, or
to be an “owner” or “operator” of such Mortgaged Property within the meaning of
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended from time to time, or any comparable law, unless the Master
Servicer has also previously determined, based on its reasonable judgment and
a
report prepared by a Person who regularly conducts environmental audits using
customary industry standards, that:
(1) such
Mortgaged Property is in compliance with applicable environmental laws or,
if
not, that it would be in the best economic interest of the Trust Fund to take
such actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(2) there
are
no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or regulation, or that if any such materials are
present for which such action could be required, that it would be in the best
economic interest of the Trust Fund to take such actions with respect to the
affected Mortgaged Property.
The
cost
of the environmental audit report contemplated by this Section 3.23 shall be
advanced by the Master Servicer, subject to the Master Servicer’s right to be
reimbursed therefor from the Collection Account as provided in Section
3.11(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received
in
respect of the affected Mortgage Loan or other Mortgage Loans.
If
the
Master Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring any
such Mortgaged Property into compliance with applicable environmental laws,
or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Master Servicer shall
take such action as it deems to be in the best economic interest of the Trust
Fund. The cost of any such compliance, containment, cleanup or remediation
shall
be advanced by the Master Servicer, subject to the Master Servicer’s right to be
reimbursed therefor from the Collection Account as provided in Section
3.11(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received
in
respect of the affected Mortgage Loan or other Mortgage Loans.
(c) The
Master Servicer shall have the right to purchase from the Trust Fund any
defaulted Mortgage Loan that is 90 days or more delinquent, which the Master
Servicer determines in good faith will otherwise become subject to foreclosure
proceedings (evidence of such determination to be delivered in writing to the
Trustee and the Trust Administrator, in form and substance satisfactory to
the
Trustee and the Trust Administrator prior to purchase), at a price equal to
the
Purchase Price. The Purchase Price for any Mortgage Loan purchased hereunder
shall be deposited in the Collection Account, and the Trustee (or the Custodian
on behalf of the Trustee), upon receipt of written certification from the Master
Servicer of such deposit, shall release or cause to be released to the Master
Servicer the related Mortgage File and the Trustee (or the Custodian on behalf
of the Trustee), upon receipt of written certification from the Master Servicer
of such deposit, shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Master Servicer shall furnish
and as shall be necessary to vest in the Master 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 Master Servicer or any
Sub-Servicer for any related unreimbursed Servicing Advances and P&I
Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued
and
unpaid interest on the Mortgage Loan, to the date of the Final Recovery
Determination, or to the Due Date prior to the Distribution Date on which such
amounts are to be distributed if not in connection with a Final Recovery
Determination; and third, as a recovery of principal of the Mortgage Loan.
If
the amount of the recovery so allocated to interest is less than the full amount
of accrued and unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated by the Master Servicer as follows: first, to unpaid
Servicing Fees; and 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 Master Servicer or any Sub-Servicer pursuant to Section
3.11(a)(iii)(A).
SECTION
3.17
|
Trustee
to Cooperate; Release of Mortgage
Files.
|
(a) Upon
the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, the Master Servicer will immediately notify the Custodian, on
behalf of the Trustee, by a certification in the form of Exhibit E (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 3.10 have been or will
be so deposited) of a Servicing Officer and shall request that the Custodian,
on
behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such
certification and request, the Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage File to the Master Servicer, and the
Master Servicer is authorized to cause the removal from the registration on
the
MERS® System of any such Mortgage, if applicable, and to execute and deliver, on
behalf of the Trustee and the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation or of partial or full release.
No
expenses incurred in connection with any instrument of satisfaction or deed
of
reconveyance shall be chargeable to the Collection Account or the Distribution
Account.
The
Trustee (or 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 Master Servicer for
servicing purposes.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any Primary Mortgage
Insurance Policy or any other insurance policy relating to the Mortgage Loans,
the Custodian, on behalf of the Trustee, shall, upon request of the Master
Servicer and delivery to the Custodian and the Trustee of a Request for Release
in the form of Exhibit E-l, release the related Mortgage File to the Master
Servicer, and the Custodian, on behalf of the Trustee, shall, at the direction
of the Master Servicer, execute such documents as shall be necessary to the
prosecution of any such proceedings. Such Request for Release shall obligate
the
Master Servicer to return each and every document previously requested from
the
Mortgage File to the Custodian when the need therefor by the Master Servicer
no
longer exists, unless the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Collection
Account or the Mortgage File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes
of initiating or pursuing legal action or other proceedings for the foreclosure
of the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Custodian, on behalf of the Trustee, a certificate
of a Servicing Officer certifying as to the name and address of the Person
to
which such Mortgage File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of a certificate of a Servicing Officer
stating that such Mortgage Loan was liquidated and that all amounts received
or
to be received in connection with such liquidation that are required to be
deposited into the Collection Account have been so deposited, or that such
Mortgage Loan has become an REO Property, a copy of the Request for Release
shall be released by the Custodian, on behalf of the Trustee, to the Master
Servicer.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Master Servicer any court pleadings, requests for trustee’s sale
or other documents reasonably necessary to the foreclosure or trustee’s sale in
respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
a
deficiency judgment, or to enforce any other remedies or rights provided by
the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each
such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee’s sale.
SECTION
3.18
|
Servicing
Compensation.
|
As
compensation for the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to the Servicing Fee with respect to each Mortgage
Loan payable solely from payments of interest in respect of such Mortgage Loan,
subject to Section 3.24. In addition, the Master Servicer shall be entitled
to
recover unpaid Servicing Fees 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 Master
Servicer’s responsibilities and obligations under this Agreement.
Additional
servicing compensation in the form of assumption fees, late payment charges
and
other similar fees and charges shall be retained by the Master Servicer (subject
to Section 3.24) only to the extent such fees or charges are received by the
Master Servicer. The Master Servicer shall also be entitled pursuant to Section
3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section
3.23(b) to withdraw from any REO Account, as additional servicing compensation,
interest or other income earned on deposits therein, subject to Section 3.12
and
Section 3.24. The Master Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder (including premiums
due under any Primary Insurance Policies, if applicable, premiums for the
insurance required by Section 3.14, to the extent such premiums are not paid
by
the related Mortgagors or by a Sub-Servicer, servicing compensation of each
Sub-Servicer, and to the extent provided herein in Section 8.05, the fees and
expenses of the Trustee and the Trust Administrator) and shall not be entitled
to reimbursement therefor except as specifically provided herein.
SECTION
3.19
|
Reports
to the Trust Administrator; Collection Account
Statements.
|
Not
later
than fifteen days after each Distribution Date, the Master Servicer shall
forward to the Trust Administrator and the Trustee, upon the request of the
Trust Administrator or the Trustee, a statement prepared by the Master Servicer
setting forth the status of the Collection Account as of the close of business
on the last day of the calendar month relating to such Distribution Date and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from the Collection Account of each category
of
deposit specified in Section 3.10(a) and each category of withdrawal specified
in Section 3.11. Such statement may be in the form of the then current Xxxxxx
Mae Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program
with appropriate additions and changes, and shall also include information
as to
the aggregate of the outstanding principal balances of all of the Mortgage
Loans
as of the last day of the calendar month immediately preceding such Distribution
Date. Copies of such statement shall be provided by the Trust Administrator
to
the Certificates Registrar, and the Certificate Registrar shall provide the
same
to any Certificateholder and to any Person identified to the Certificate
Registrar as a prospective transferee of a Certificate, upon the request and
at
the expense of the requesting party, provided such statement is delivered by
the
Master Servicer to the Trust Administrator and by the Trust Administrator to
the
Certificate Registrar.
SECTION
3.20
|
Statement
as to Compliance.
|
The
Master Servicer shall deliver to the Depositor and 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 Master 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 Master 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 Master Servicer shall deliver, or cause any Sub-Servicer
to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to
which any servicing responsibilities have been delegated with respect to the
Mortgage Loans, to the Depositor and the Trust Administrator as described above
as and when required with respect to the Master Servicer.
If
the
Master Servicer cannot deliver the related Annual Statement of Compliance by
March 15th of
such year, the Trustee, at the direction of the Depositor, may permit a cure
period for the Master Servicer to deliver such Annual Statement of Compliance,
but in no event later than March 18th of such
year.
Failure
of the Master Servicer to comply with this Section 3.20 shall be deemed a Master
Servicer Event of Default and the Trustee at the direction of the Depositor
shall, 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 of the rights and obligations
of the Master Servicer under this Agreement and in and to the Mortgage Loans
and
the proceeds thereof without compensating the Master Servicer for the
same. This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary.
The
Master Servicer shall indemnify and hold harmless the Depositor and its
officers, directors and Affiliates from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
based
upon a breach of the Master Servicer’s obligations under this Section
3.20.
SECTION
3.21
|
Assessments
of Compliance and Attestation
Reports.
|
(a) The
Master 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 Master Servicer shall deliver to the Depositor
and the Trust Administrator or cause to be delivered to the Depositor and 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 Master 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 Master 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 Master 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;
(iii) from
each
Sub-Servicer, and each subcontractor determined by the Master Servicer to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, an Assessment of Compliance and Attestation Report as and when
provided in paragraphs (i) and (ii) of this Section 3.21(a); and
(iv) a
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Master Servicer, which statement shall be based on the activities it
performs with respect to asset-backed securities transactions taken as a whole
involving the Master Servicer, that are backed by the same asset type as the
Mortgage Loans.
(b) As
provided in 3.21(a)(iii) above, the Master Servicer shall, or shall cause any
Sub-Servicer and each subcontractor determined by the Master 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
Master Servicer cannot deliver any Assessment of Compliance or Attestation
Report by March 1st of such
year, the
Trustee, at the direction of the Depositor, may permit a cure period for the
Master Servicer to deliver such Assessment of Compliance or Attestation Report,
but in no event later than March 15th of such
year.
Failure
of the Master Servicer to timely comply with this Section 3.21 shall be deemed
a
Master Servicer Event of Default, and upon the receipt of written notice from
the Trustee 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 Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Master Servicer
for the same. 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 Paying Agent, Certificate
Registrar and Authenticating Agent 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 Paying Agent, Certificate Registrar
and
Authenticating Agent. The Master Servicer shall on behalf of the
Trustee enforce the obligations of the Custodian under the Custodial Agreement
to provide an Assessment of Compliance and Attestation Report, as, when and
to
the extent set forth in the Custodial Agreement.
The
Master Servicer shall indemnify and hold harmless the Depositor and its
officers, directors and Affiliates from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
based
upon a breach of the Master Servicer’s obligations, as applicable, under this
Section 3.21. The Trust Administrator shall indemnify and hold
harmless the Depositor and its officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses that such Person may sustain based upon any failure of the Trust
Administrator to deliver when required its Assessment of Compliance and
Attestation Report. The Paying Agent, Certificate Registrar and
Authenticating Agent shall indemnify and hold harmless the Depositor and its
officers, directors and Affiliates from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
based
upon any failure of the Paying Agent, Certificate Registrar and Authenticating
Agent to deliver when required its Assessment of Compliance.
SECTION
3.22
|
Access
to Certain Documentation.
|
The
Master Servicer shall provide to the Office of the Controller of the Currency,
the Office of Thrift Supervision, the FDIC, and any other federal or state
banking or insurance regulatory authority that may exercise authority over
any
Certificateholder, access to the documentation regarding the Mortgage Loans
required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Master Servicer designated by it. In addition,
access to the documentation regarding the Mortgage Loans required by applicable
laws and regulations will be provided to such Certificateholder, the Trustee,
the Trust Administrator and to any Person identified to the Master Servicer
as a
prospective transferee of a Certificate, upon reasonable request during normal
business hours at the offices of the Master Servicer designated by it at the
expense of the Person requesting such access.
SECTION
3.23
|
Title,
Management and Disposition of REO
Property.
|
(a) The
deed
or certificate of sale of any REO Property shall be taken in the name of the
Trustee, or its nominee, in trust for the benefit of the Certificateholders.
The
Master Servicer, on behalf of the Trust Fund, shall either sell any REO Property
before the close of the third taxable year following the year the Trust Fund
acquires ownership of such REO Property for purposes of Section 860G(a)(8)
of
the Code or request from the Internal Revenue Service, no later than 60 days
before the day on which the above three-year grace period would otherwise
expire, an extension of the above three-year grace period, unless the Master
Servicer shall have delivered to the Trustee, the Trust Administrator and the
Depositor an Opinion of Counsel, addressed to the Trustee, the Trust
Administrator and the Depositor, to the effect that the holding by the Trust
Fund of such REO Property subsequent to the close of the third taxable year
after its acquisition will not result in the imposition on the Trust Fund of
taxes on “prohibited transactions” thereof, as defined in Section 860F of the
Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal
law
at any time that any Certificates are outstanding. The Master Servicer shall
manage, conserve, protect and operate each REO Property for the
Certificateholders solely for the purpose of its prompt disposition and sale
in
a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any Trust REMIC of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net
income from foreclosure property” which is subject to taxation under the REMIC
Provisions.
(b) The
Master Servicer shall segregate and hold all funds collected and received in
connection with the operation of any REO Property separate and apart from its
own funds and general assets and shall establish and maintain with respect
to
REO Properties an account held in trust for the Trustee for the benefit of
the
Certificateholders (the “REO Account”), which shall be an Eligible Account. The
Master Servicer shall be permitted to allow the Collection Account to serve
as
the REO Account, subject to separate ledgers for each REO Property. The Master
Servicer shall be entitled to retain or withdraw any interest income paid on
funds deposited in the REO Account.
(c) The
Master Servicer shall have full power and authority, subject only to the
specific requirements and prohibitions of this Agreement, to do any and all
things in connection with any REO Property as are consistent with the manner
in
which the Master Servicer manages and operates similar property owned by the
Master Servicer or any of its Affiliates, all on such terms and for such period
as the Master Servicer deems to be in the best interests of Certificateholders.
In connection therewith, the Master Servicer shall deposit, or cause to be
deposited in the clearing account (which account must be an Eligible Account)
in
which it customarily deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities on a daily basis, and
in
no event more than two Business Days after the Master Servicer’s receipt
thereof, and shall thereafter deposit in the REO Account, in no event more
than
one Business Day after the deposit of such funds into the clearing account,
all
revenues received by it with respect to an REO Property and shall withdraw
therefrom funds necessary for the proper operation, management and maintenance
of such REO Property including, without limitation:
(i) all
insurance premiums due and payable in respect of such REO Property;
(ii) all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
(iii) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Master Servicer shall advance
from its own funds such amount as is necessary for such purposes if, but only
if, the Master Servicer would make such advances if the Master Servicer owned
the REO Property and if in the Master Servicer’s judgment, the payment of such
amounts will be recoverable from the rental or sale of the REO
Property.
Notwithstanding
the foregoing, none of the Master Servicer, the Trust Administrator or the
Trustee shall:
(i) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect to
any
REO Property, if the New Lease by its terms will give rise to any income that
does not constitute Rents from Real Property;
(ii) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(iii) authorize
any construction on any REO Property, other than the completion of a building
or
other improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or
(iv) authorize
any Person to Directly Operate any REO Property on any date more than 90 days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Master Servicer has obtained an Opinion of Counsel,
provided to the Trust Administrator and the Trustee, to the effect that such
action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that
it is held by the Trust Fund, in which case the Master Servicer may take such
actions as are specified in such Opinion of Counsel.
The
Master Servicer may contract with any Independent Contractor for the operation
and management of any REO Property, provided that:
(i) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(ii) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection with
the operation and management of such REO Property, including those listed above
and remit all related revenues (net of such costs and expenses) to the Master
Servicer as soon as practicable, but in no event later than thirty days
following the receipt thereof by such Independent Contractor;
(iii) none
of
the provisions of this Section 3.23(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to relieve
the Master Servicer of any of its duties and obligations to the Trustee
on behalf of the Certificateholders with respect to the operation and
management of any such REO Property; and
(iv) the
Master Servicer shall be obligated with respect thereto to the same extent
as if
it alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Master Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable
for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay
such fees.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Master Servicer
may from time to time make withdrawals from the REO Account for any REO
Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect
of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer
for unreimbursed Servicing Advances and P&I Advances made in respect of such
REO Property or the related Mortgage Loan. Any income from the related REO
Property received during any calendar months prior to a Final Recovery
Determination, net of any withdrawals made pursuant to Section 3.23(c) or this
Section 3.23(d), shall be withdrawn by the Master Servicer from each REO Account
maintained by it and remitted to the Paying Agent for deposit into the
Distribution Account in accordance with Section 3.10(d)(ii) on the Master
Servicer Remittance Date relating to a Final Recovery Determination with respect
to such Mortgage Loan, for distribution on the related Distribution Date in
accordance with Section 4.01.
(e) Subject
to the time constraints set forth in Section 3.23(a), and further subject to
obtaining the approval of the insurer under any related Primary Mortgage
Insurance Policy (if and to the extent that such approvals are necessary to
make
claims under such policies in respect of the affected REO Property), each REO
Disposition shall be carried out by the Master Servicer at such price and upon
such terms and conditions as the Master Servicer shall deem necessary or
advisable, as shall be normal and usual in its general servicing activities
for
similar properties.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any payment
or reimbursement to the Master Servicer or any Sub-Servicer as provided above,
shall be remitted to the Paying Agent for deposit in the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Master Servicer Remittance Date
in
the month following the receipt thereof for distribution on the related
Distribution Date in accordance with Section 4.01. Any REO Disposition shall
be
for cash only (unless changes in the REMIC Provisions made subsequent to the
Startup Day allow a sale for other consideration).
(g) The
Master Servicer shall file information returns with respect to the receipt
of
mortgage interest received in a trade or business, reports of foreclosures
and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
SECTION
3.24
|
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
With
respect to each Collateral Pool, the Master Servicer shall deliver to the Paying
Agent for deposit into the Distribution Account on or before 12:00 p.m. New
York
time on the Master Servicer Remittance Date from its own funds (or from a
Sub-Servicer’s own funds received by the Master Servicer in respect of
Compensating Interest) an amount equal to the lesser of (i) the aggregate of
the
Prepayment Interest Shortfalls for the related Distribution Date resulting
from
full or partial Principal Prepayments of each Mortgage Loan included in such
Collateral Pool during the related Prepayment Period and (ii) the applicable
Compensating Interest Payment for such Mortgage Loans.
SECTION
3.25
|
Obligations
of the Master Servicer in Respect of Monthly
Payments.
|
In
the
event that a shortfall in any collection on or liability with respect to any
Mortgage Loan results from or is attributable to adjustments to Stated Principal
Balances that were made by the Master Servicer in a manner not consistent with
the terms of the related Mortgage Note and this Agreement, the Master Servicer,
upon discovery or receipt of notice thereof, immediately shall deliver to the
Paying Agent for deposit in the Distribution Account from its own funds the
amount of any such shortfall and shall indemnify and hold harmless the Trust
Fund, the Trustee, the Trust Administrator, the Depositor and any successor
master servicer in respect of any such liability. Such indemnities shall survive
the termination or discharge of this Agreement. If amounts paid by the Master
Servicer with respect to any Mortgage Loan pursuant to this Section 3.25 are
subsequently recovered from the related Mortgagor, the Master Servicer shall
be
permitted to reimburse itself for such amounts paid by it pursuant to this
Section 3.25 from such recoveries.
SECTION
3.26
|
Floater
Cap Carryover Reserve Account.
|
(a) On
the Closing Date, the Paying Agent shall establish and maintain in its name
in
trust for the benefit of the Holders of the Group 3 Floating Rate Certificates,
the Floater Cap Carryover Reserve Account. All funds on deposit in
the Floater Cap Carryover Reserve Account shall be held separate and apart
from,
and shall not be commingled with, any other moneys, including without
limitation, other moneys held by the Paying Agent pursuant to this
Agreement.
(b) On
each
Distribution Date as to which there is a Floater Cap Carryover Amount payable
to any Class of the Group 3 Floating Rate Certificates, the Paying
Agent shall deposit into the Floater Cap Carryover Reserve Account the
amount of any amounts otherwise distributable pursuant to Section 4.01(a)
to the Holders of the Class 3A1IO Certificates, to the extent of such Floater
Cap Carryover Amounts. On each such Distribution Date, the Paying
Agent shall hold all such amounts deposited into the Floater Cap Carryover
Reserve Account for the benefit of the Holders of the Group 3 Floating
Rate Certificates. On each Distribution Date, after making the
distributions and allocations of the Available Distribution Amounts
and the distributions from the Grantor Trust for such Distribution Date as
described herein, the Paying Agent will withdraw from the Floater Cap Carryover
Reserve Account the amount then on deposit therein and will distribute the
amount so withdrawn to the Holders of the Group 3 Floating Rate Certificates
and
the Class 3A1IO Certificates in the following amounts and order of
priority:
(i) concurrently,
to the Holders of each Class of Group 3 Floating Rate Certificates, the Floater
Cap Carryover Amount for such Class, if any, on a pro rata basis based
on their respective entitlements pursuant to this clause; and
(ii) any
remaining amounts to the Holders of the Class 3A1IO Certificates.
(c) For
federal and state income tax purposes, the Holders of the Class 3A1IO
Certificates will be deemed to be the owners of the Floater Cap Carryover
Account. The Floater Cap Carryover Account will be an “outside
reserve fund” within the meaning of Treasury Regulation Section
1.860G-2(h). The Floater Cap Carryover Account will be part of the
Trust Fund but not part of any REMIC or the Grantor Trust, and any payments
to
the Holders of the Group 3 Floating Rate Certificates of Floater Cap
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).
Amounts
on deposit in the Floater Cap
Carryover Account shall remain uninvested.
For
federal tax return and information
reporting, the value of the right of the Holders of the Group 3 Floating
Rate Certificates to receive payments from the Floater Cap Carryover Account
in
respect of any Floater Cap Carryover Amount shall be available from the Trust
Administrator or the Paying Agent (to the extent such information is made
available to the Trust Administrator or the Paying Agent, as the case may be,
by
the Depositor or the Underwriter) upon request.
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
SECTION
4.01
|
Distributions.
|
(a) (1)
On
each Distribution Date, the Paying Agent, in accordance with calculations and
determinations made by the Trust Administrator as reflected in the statement
to
Certificateholders prepared by the Trust Administrator pursuant to Section
4.02,
shall withdraw from the Distribution Account an amount equal to the Group 1
Available Distribution Amount. Distributions on each Distribution
Date with respect to the Group 1 Certificates will be made to the Holders of
the
applicable Certificates in the following amounts and order of priority, from
the
Group 1 Available Distribution Amount:
I.
|
From
the Group 1 Available Distribution
Amount:
|
|
(i)
|
concurrently,
to the Holders of the Class 1A1A Certificates and the Class 1A1B
Certificates and, on the first Distribution Date, to the Class 1R
Certificates, the Interest Distribution Amount for each such Class
and
such Distribution Date, on a pro rata basis based on their
respective entitlements to interest pursuant to this
clause;
|
|
(ii)
|
the
Senior Principal Distribution Amount for Collateral Pool 1 and such
Distribution Date, first to the Holders of the Class 1R Certificates
and
then concurrently, to the Holders of the Class 1A1A Certificates
and the
Class 1A1B Certificates, on a pro rata basis based on the
Certificate Principal Balance of each such Class, in each case until
the
Certificate Principal Balance thereof has been reduced to
zero;
|
II
|
From
the Group 1 Available Distribution Amount remaining after the above
distributions have been made:
|
|
(i)
|
to
the Holders of the Group 1 Subordinate Certificates, the Interest
Distribution Amount for each such Class and such Distribution Date
in the
following order of priority: first, to the Class 1B1 Certificates;
second,
to the Class 1B2 Certificates; third, to the Class 1B3 Certificates;
fourth, to the Class 1B4 Certificates; fifth, to the Class 1B5
Certificates; and sixth, to the Class 1B6 Certificates, in each case
to
the extent of the remaining Group 1 Available Distribution Amount
and in
each case to the extent of the Interest Distribution Amount for such
Class
for such Distribution Date;
|
|
(ii)
|
to
the Holders of the Group 1 Subordinate Certificates, each such Class’s
allocable share of the Group 1 Subordinate Principal Distribution
Amount
for such Distribution Date (calculated in accordance with Section
4.01(b)(i) below), distributable among the Classes of Group 1 Subordinate
Certificates in reduction of the Certificate Principal Balances thereof
in
the following order of priority: first, to the Class 1B1 Certificates;
second, to the Class 1B2 Certificates; third, to the Class 1B3
Certificates; fourth, to the Class 1B4 Certificates; fifth, to the
Class
1B5 Certificates; and sixth, to the Class 1B6 Certificates, in each
case
until the Certificate Principal Balance of each such Class is reduced
to
zero; and
|
|
(iii)
|
to
the Holders of the Class 1R Certificates, any remaining
amounts.
|
(2) On
each
Distribution Date, the Paying Agent, in accordance with calculations and
determinations made by the Trust Administrator as reflected in the statement
to
Certificateholders prepared by the Trust Administrator pursuant to Section
4.02,
shall, withdraw from the Distribution Account an amount equal to the related
Group 2 Available Distribution Amount for each Loan Group within Collateral
Pool
2. Distributions on each Distribution Date with respect to the Group
2 Certificates will be made to the Holders of the applicable Certificates in
the
following amounts and order of priority, from the related Available Distribution
Amount or related Available Distribution Amounts:
I
|
From
the Group 2 Available Distribution Amount related to the Group 2-1
Mortgage Loans:
|
(i)
|
concurrently,
to the Class 2A1A Certificates and the 2A1B Component, the Interest
Distribution Amount for each such Class or Component, as the case
may be,
and such Distribution Date, on a pro rata basis based on their
respective entitlements to interest pursuant to this clause;
and
|
(ii)
|
the
Senior Principal Distribution Amount for Loan Group 2-1 and such
Distribution Date, concurrently, to the Class 2A1A Certificates and
the
2A1B Component, on a pro rata basis based on the Certificate
Principal Balance or Component Principal Balance of each such Class
or
Component, as the case may be, in each case until the Certificate
Principal Balance or Component Principal Balance thereof has been
reduced
to zero;
|
II.
|
From
the Group 2 Available Distribution Amount related to the Group 2-2
Mortgage Loans:
|
|
(i)
|
concurrently,
to the Class 22AA Certificates, the Class 2A2A Certificates, the
Class
2A2B Certificates, the 22AB Component and the Class 2A2IO Certificates,
the Interest Distribution Amount for each such Class or Component,
as the
case may be, and such Distribution Date, on a pro rata basis
based on their respective entitlements to interest pursuant to this
clause;
|
|
(ii)
|
the
Senior Principal Distribution Amount for Loan Group 2-2 and such
Distribution Date, concurrently, to the Class 22AA Certificates,
the Class
2A2A Certificates, the Class 2A2B Certificates and the 22AB Component,
on
a pro rata basis based on the Certificate Principal Balance or
Component Principal Balance of each such Class or Component, as the
case
may be, in each case until the Certificate Principal Balance or Component
Principal Balance thereof has been reduced to
zero;
|
III.
|
From
the Group 2 Available Distribution Amount related to the Group 2-3
Mortgage Loans:
|
|
(i)
|
concurrently,
to the Class 2A3A Certificates, the Class 2A3B Certificates and the
Class
2A3IO Certificates, the Interest Distribution Amount for each such
Class
and such Distribution Date, on a pro rata basis based on their
respective entitlements to interest pursuant to this
clause;
|
|
(ii)
|
the
Senior Principal Distribution Amount for Loan Group 2-3 and such
Distribution Date, concurrently, to the Class 2A3A Certificates and
the
Class 2A3B Certificates, on a pro rata basis based on the
Certificate Principal Balance of each such Class, in each case until
the
Certificate Principal Balance thereof has been reduced to
zero;
|
IV.
|
From
the Group 2 Available Distribution Amount related to the Group 2-4
Mortgage Loans:
|
|
(i)
|
concurrently,
to the Class 2A4A Certificates and the Class 2A4B Certificates and,
on the
first Distribution Date, to the Class 2R Certificates, the Interest
Distribution Amount for each such Class and such Distribution Date,
on a
pro rata basis based on their respective entitlements to interest
pursuant to this clause;
|
|
(ii)
|
the
Senior Principal Distribution Amount for Loan Group 2-4 and such
Distribution Date, first, to the Holders of the Class 2R Certificates
and
then concurrently, to the Class 2A4A Certificates and the Class 2A4B
Certificates, on a pro rata basis based on the Certificate
Principal Balance of each such Class, in each case until the Certificate
Principal Balance thereof has been reduced to
zero;
|
V.
|
From
the Group 2 Available Distribution Amount related to the Group 2-5
Mortgage Loans:
|
|
(i)
|
concurrently,
to the Class 2A5A Certificates and the Class 2A5B Certificates, the
Interest Distribution Amount for each such Class and such Distribution
Date, on a pro rata basis based on their respective entitlements
to interest pursuant to this
clause;
|
|
(ii)
|
the
Senior Principal Distribution Amount for Loan Group 2-5 and such
Distribution Date, concurrently, to the Class 2A5A Certificates and
the
Class 2A5B Certificates, on a pro rata basis based on the
Certificate Principal Balance of each such Class, in each case until
the
Certificate Principal Balance thereof has been reduced to
zero;
|
VI.
|
From
the sum of the Group 2 Available Distribution Amounts for each Group
2
Loan Group remaining after the above distributions have been
made:
|
|
(i)
|
to
the Holders of the Group 2 Subordinate Certificates, the Interest
Distribution Amount for each such Class and such Distribution Date
in the
following order of priority: first, to the Class 2B1 Certificates;
second,
to the Class 2B2 Certificates; third, to the Class 2B3 Certificates;
fourth, to the Class 2B4 Certificates; fifth, to the Class 2B5
Certificates; and sixth, to the Class 2B6 Certificates, in each case
to
the extent of the remaining Group 2 Available Distribution Amounts
and in
each case to the extent of the Interest Distribution Amount for such
Class
for such Distribution Date;
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|
(ii)
|
to
the Holders of the Group 2 Subordinate Certificates, each such Class’s
allocable share of the Group 2 Subordinate Principal Distribution
Amount
for such Distribution Date (calculated in accordance with Section
4.01(b)(i) below), distributable among the Classes of Group
2 Subordinate Certificates in reduction of the Certificate
Principal Balances thereof in the following order of priority: first,
to
the Class 2B1 Certificates; second, to the Class 2B2 Certificates;
third,
to the Class 2B3 Certificates; fourth, to the Class 2B4 Certificates;
fifth, to the Class 2B5 Certificates; and sixth, to the Class 2B6
Certificates, in each case until the Certificate Principal Balance
of each
such Class is reduced to zero; and
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(iii)
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to
the Holders of the Class 2R Certificates, any remaining
amounts.
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(3) On
each
Distribution Date, the Paying Agent, in accordance with calculations and
determinations made by the Trust Administrator as reflected in the statement
to
Certificateholders prepared by the Trust Administrator pursuant to Section
4.02,
shall, withdraw from the Distribution Account an amount equal to the related
Group 3 Available Distribution Amount for each Loan Group within Collateral
Pool
3. Distributions on each Distribution Date with respect to the Group
3 Certificates will be made to the Holders of the applicable Certificates in
the
following amounts and order of priority, from the related Available Distribution
Amount or related Available Distribution Amounts:
I.
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From
the Group 3 Available Distribution Amount related to the Group 3-1
Mortgage Loans:
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(i)
|
concurrently,
to the Class 31AA Underlying Interest, the Class 3A1A Underlying
Interest,
the Class 3A1B Underlying Interest, the Class 3A1C Underlying Interest,
the Class 31AB Underlying Interest and the Class 3A1IO Certificates,
the
Interest Distribution Amount for each such Class or Underlying Interest,
as the case may be, and such Distribution Date, on a pro rata
basis based on their respective entitlements to interest pursuant
to
this clause, provided, however, the Interest Distribution Amount
for the
Class 3A1IO Certificates will be deposited in the Floater Cap Carryover
Reserve Account, rather than distributed to the Class 3A1IO Certificates
as set forth in Section 3.26;
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(ii)
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the
Senior Principal Distribution Amount for Loan Group 3-1 and such
Distribution Date, concurrently, to the Class 31AA Underlying Interest,
the Class 3A1A Underlying Interest, the Class 3A1B Underlying Interest,
the Class 3A1C Underlying Interest and the Class 31AB Underlying
Interest,
on a pro rata basis based on the Certificate Principal Balance of
each such Class or Underlying Interest, in each case until the Certificate
Principal Balance thereof has been reduced to
zero;
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II.
|
From
the Group 3 Available Distribution Amount related to the Group 3-2
Mortgage Loans:
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(i)
|
concurrently,
to the Class 3A2A Certificates and the Class 3A2B Certificates, the
Interest Distribution Amount for each such Class and such Distribution
Date, on a pro rata basis based on their respective entitlements
to interest pursuant to this
clause;
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(ii)
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the
Senior Principal Distribution Amount for Loan Group 3-2 and such
Distribution Date, concurrently, to the Class 3A2A Certificates and
the
Class 3A2B Certificates, on a pro rata basis based on the
Certificate Principal Balance of each such Class, in each case until
the
Certificate Principal Balance thereof has been reduced to
zero;
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III.
|
From
the Group 3 Available Distribution Amount related to the Group 3-3
Mortgage Loans:
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(i)
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concurrently,
to the Class 3A3A Certificates and the Class 3A3B Certificates, and,
on
the first Distribution Date, to the Class 3R Certificates, the Interest
Distribution Amount for each such Class and such Distribution Date,
on a
pro rata basis based on their respective entitlements to interest
pursuant to this clause;
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(ii)
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the
Senior Principal Distribution Amount for Loan Group 3-3 and such
Distribution Date, first, to the Class 3R Certificates and then
concurrently, to the Class 3A3A Certificates and the Class 3A3B
Certificates, on a pro rata basis based on the Certificate
Principal Balance of each such Class, in each case until the Certificate
Principal Balance thereof has been reduced to
zero;
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IV.
|
From
the sum of the Group 3 Available Distribution Amounts for each Group
3
Loan Group remaining after the above distributions have been
made:
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(i)
|
to
the Group 3 Subordinate Certificates, the Interest Distribution Amount
for
each such Class and such Distribution Date in the following order
of
priority: first, to the Class 3B1 Certificates; second, to the Class
3B2
Certificates; third, to the Class 3B3 Certificates; fourth, to the
Class
3B4 Certificates; fifth, to the Class 3B5 Certificates; and sixth,
to the
Class 3B6 Certificates, in each case to the extent of the remaining
Group
3 Available Distribution Amounts and in each case to the extent of
the
Interest Distribution Amount for such Class for such Distribution
Date;
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(ii)
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to
the Group 3 Subordinate Certificates, each such Class’s allocable share of
the Group 3 Subordinate Principal Distribution Amount for such
Distribution Date (calculated in accordance with Section 4.01(b)(i)
below), distributable among the Classes of Group 3 Subordinate
Certificates in reduction of the Certificate Principal Balances thereof
in
the following order of priority: first, to the Class 3B1 Certificates;
second, to the Class 3B2 Certificates; third, to the Class 3B3
Certificates; fourth, to the Class 3B4 Certificates; fifth, to the
Class
3B5 Certificates; and sixth, to the Class 3B6 Certificates, in each
case
until the Certificate Principal Balance of each such Class is reduced
to
zero; and
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(iii)
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to
the Holders of the Class 3R Certificates, any remaining
amounts.
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(4)
On each Distribution Date, all
amounts representing prepayment charges, penalties or premiums in respect of
the
related Prepayment Charge Mortgage Loans received during the related Prepayment
Period will be withdrawn from the Distribution Account and distributed by the
Paying Agent to the Holders of the Class 3P Certificates and shall not be
available for distribution to the Holders of any other Class of Certificates.
The Class 3P Certificates shall be entitled to all prepayment premiums or
charges received in respect of the Group 3 Mortgage Loans. The
payment of the foregoing amounts to the Holders of the Class 3P Certificates
shall not reduce the Certificate Principal Balance thereof
(5)
Immediately prior to the distributions to the Holders of the Certificates on
each Distribution Date, any adjustments to the Certificate Principal Balances
or
Component Principal Balance of the Certificates or Components, as applicable,
as
required by this paragraph shall be made. For each Collateral Pool, an amount
equal to the lesser of (x) the amount of related Subsequent Recoveries included
in the related Available Distribution Amount for such Distribution Date and
(y)
the aggregate amount of related Realized Losses previously allocated to the
related Classes of Certificates or Components, as the case may be, and that
remain “outstanding” as set forth below shall be applied as follows: first, to
increase the Certificate Principal Balances or Component Principal Balance
of
the related Class of Certificates or Components, as the case may be, with the
highest payment priority to which such Realized Losses were previously
allocated, to the extent of any such Realized Losses previously allocated to
such Class of Certificates or Components, as the case may be, and remaining
“outstanding”; second, to increase the Certificate Principal Balances or
Component Principal Balance of the related Class of Certificates or Components,
as the case may be, with the next highest payment priority to which such
Realized Losses were previously allocated, to the extent of any such Realized
Losses previously allocated to such Class of Certificates or Components, as
the
case may be, and remaining “outstanding”; and so forth. For purposes of the
foregoing, with respect to any Class of Certificates or Components, as the
case
may be, the amount of previously allocated Realized Losses that have been offset
by an increase in Certificate Principal Balances or Component Principal Balance
as provided above shall be deemed no longer “outstanding” but not by more than
the amount of Realized Losses previously allocated to that Class of Certificates
or Components, as the case may be, pursuant to Section 4.04. Holders of any
Class of Certificates or Components, as the case may be, with respect to which
there shall have been a Certificate Principal Balances or Component Principal
Balance increase pursuant to this paragraph will not be entitled to any
distribution in respect of interest on the amount of such increase for any
Interest Accrual Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied to the Certificate Principal
Balances or Component Principal Balance of each Class of Certificates or
Components, as the case may be, in accordance with its respective Percentage
Interest.
All
references above to the Certificate Principal Balances or Component Principal
Balance of any Class of Certificates or Components, as the case may be, shall
be
to the Certificate Principal Balances or Component Principal Balance of such
Class of Certificates or Components, as the case may be, prior to the allocation
of Extraordinary Trust Fund Expenses and Realized Losses, in each case allocated
to such Class of Certificates or Components, as the case may be, on such
Distribution Date pursuant to Section 4.04.
(b) (i) On
each Distribution Date, the aggregate distributions of principal made on such
date in respect of the Group 1 Subordinate Certificates pursuant to Section
4.01(a)(1)(II)(ii) above, the aggregate distributions of principal
made on such date in respect of the Group 2 Subordinate Certificates pursuant
to
Section 4.01(a)(2)(VI)(ii) above and the aggregate distributions of principal
made on such date in respect of the Group 3 Subordinate Certificates pursuant
to
Section 4.01(a)(3)(IV)(ii) above, respectively, shall be applied among the
various Classes thereof, in the order of priority within each Collateral Pool
from the Class of related Subordinate Certificates with the lowest numerical
designation to the Class of related Subordinate Certificates with the highest
numerical designation, in each case to the extent of remaining available funds
up to the amount allocable to such Class for such Distribution Date and in
each
case until the aggregate Certificate Principal Balance of each such Class is
reduced to zero, in an amount with respect to each such Class equal to the
sum
of the following with respect to each Loan Group in such Collateral Pool: (X)
the related Class B Percentage of the amounts described in clauses (i) through
(v) of clause (ii) (a) of the definition of Subordinate Principal Distribution
Amount, (Y) the portion of the amounts described in clauses (ii) (b), (c) and
(e) of the definition of Subordinate Principal Distribution Amount allocable
to
such Class pursuant to Section 4.01(b)(ii) below and (Z) the excess, if any,
of
the amount required to be distributed to such Class pursuant to this Section
4.01(b)(i) for the immediately preceding Distribution Date, over the aggregate
distributions of principal made in respect of such Class of Certificates on
such
immediately preceding Distribution Date pursuant to Section 4.01 to the extent
that any such excess is not attributable to Realized Losses which were allocated
to related Subordinate Certificates with a lower priority pursuant to Section
4.04.
(ii)
On
any Distribution Date, the amounts with respect to each Group 1 Loan Group
described in clauses (ii) (b), (c), and (e) of the definition of Subordinate
Principal Distribution Amount will be allocated on a pro rata basis
among the following Classes of Group 2 Subordinate Certificates (each, an
“Eligible Class”) in proportion to the respective outstanding Certificate
Principal Balances thereof: (i) the Class 1B1 Certificates, (ii) the Class
1B2
Certificates, if on such Distribution Date the aggregate percentage interest
in
Collateral Pool 2 evidenced by the Class 1B2 Certificates, the Class 1B3
Certificates, the Class 1B4 Certificates, the Class 1B5 Certificates and the
Class 1B6 Certificates equals or exceeds 1.55% before giving effect to
distributions on such Distribution Date, (iii) the Class 1B3 Certificates,
if on
such Distribution Date the aggregate percentage interest in Collateral Pool
1
evidenced by the Class 1B3 Certificates, the Class 1B4 Certificates, the Class
1B5 Certificates and the Class 1B6 Certificates equals or exceeds 0.95% before
giving effect to distributions on such Distribution Date, (iv) the Class 1B4
Certificates, if on such Distribution Date the aggregate percentage
interest in Collateral Pool 1 evidenced by the Class 1B4 Certificates, the
Class
1B5 Certificates and the Class 1B6 Certificates equals or exceeds 0.70% before
giving effect to distributions on such Distribution Date, (v) the Class 1B5
Certificates, if on such Distribution Date the aggregate percentage interest
in
Collateral Pool 1 evidenced by the Class 1B5 Certificates and the Class 1B6
Certificates equals or exceeds 0.25% before giving effect to distributions
on
such Distribution Date and (vi) the Class 1B6 Certificates, if on such
Distribution Date the percentage interest in Collateral Pool 1 evidenced by
the
Class 1B6 Certificates equals or exceeds 0.10% before giving effect to
distributions on such Distribution Date. If any of the foregoing Certificates
is
not an Eligible Class, any amounts allocable to principal and distributable
pursuant to this Section 4.01(b)(ii) shall be distributed only among the
Certificates that are Eligible Classes in the manner set forth
above.
On
any
Distribution Date, the amounts with respect to each Group 2 Loan Group described
in clauses (ii) (b), (c), and (e) of the definition of Subordinate Principal
Distribution Amount, will be allocated on a pro rata basis among the
following Classes of Group 2 Subordinate Certificates (each, an “Eligible
Class”) in proportion to the respective outstanding Certificate Principal
Balances thereof: (i) the Class 2B1 Certificates, (ii) the Class 2B2
Certificates, if on such Distribution Date the aggregate percentage interest
in
Collateral Pool 2 evidenced by the Class 2B2 Certificates, the Class 2B3
Certificates, the Class 2B4 Certificates, the Class 2B5 Certificates and the
Class 2B6 Certificates equals or exceeds 2.65% before giving effect to
distributions on such Distribution Date, (iii) the Class 2B3 Certificates,
if on
such Distribution Date the aggregate percentage interest in Collateral Pool
2
evidenced by the Class 2B3 Certificates, the Class 2B4 Certificates, the Class
2B5 Certificates and the Class 2B6 Certificates equals or exceeds 1.80% before
giving effect to distributions on such Distribution Date, (iv) the Class 2B4
Certificates, if on such Distribution Date the aggregate percentage
interest in Collateral Pool 2 evidenced by the Class 2B4 Certificates, the
Class
2B5 Certificates and the Class 2B6 Certificates equals or exceeds 1.40% before
giving effect to distributions on such Distribution Date, (v) the Class 2B5
Certificates, if on such Distribution Date the aggregate percentage interest
in
Collateral Pool 2 evidenced by the Class 2B5 Certificates and the Class 2B6
Certificates equals or exceeds 0.60% before giving effect to distributions
on
such Distribution Date and (vi) the Class 2B6 Certificates, if on such
Distribution Date the percentage interest in Collateral Pool 2 evidenced by
the
Class 2B6 Certificates equals or exceeds 0.35% before giving effect to
distributions on such Distribution Date. If any of the foregoing Certificates
is
not an Eligible Class, any amounts allocable to principal and distributable
pursuant to this Section 4.01(b)(ii) shall be distributed only among the
Certificates that are Eligible Classes in the manner set forth
above.
On
any
Distribution Date, the amounts with respect to each Group 3 Loan Group described
in clauses (ii) (b), (c), and (e) of the definition of Subordinate Principal
Distribution Amount, will be allocated on a pro rata basis among the
following Classes of Group 3 Subordinate Certificates (each, an “Eligible
Class”) in proportion to the respective outstanding Certificate Principal
Balances thereof: (i) the Class 3B1 Certificates, (ii) the Class 3B2
Certificates, if on such Distribution Date the aggregate percentage interest
in
Collateral Pool 3 evidenced by the Class 3B2 Certificates, the Class 3B3
Certificates, the Class 3B4 Certificates, the Class 3B5 Certificates and the
Class 3B6 Certificates equals or exceeds 4.50% before giving effect to
distributions on such Distribution Date, (iii) the Class 3B3 Certificates,
if on
such Distribution Date the aggregate percentage interest in Collateral Pool
3
evidenced by the Class 3B3 Certificates, the Class 3B4 Certificates, the Class
3B5 Certificates and the Class 3B6 Certificates equals or exceeds 3.40% before
giving effect to distributions on such Distribution Date, (iv) the Class 3B4
Certificates, if on such Distribution Date the aggregate percentage
interest in Collateral Pool 3 evidenced by the Class 3B4 Certificates, the
Class
3B5 Certificates and the Class 3B6 Certificates equals or exceeds 2.80% before
giving effect to distributions on such Distribution Date, (v) the Class 3B5
Certificates, if on such Distribution Date the aggregate percentage interest
in
Collateral Pool 3 evidenced by the Class 3B5 Certificates and the Class 3B6
Certificates equals or exceeds 1.95% before giving effect to distributions
on
such Distribution Date and (vi) the Class 3B6 Certificates, if on such
Distribution Date the percentage interest in Collateral Pool 3 evidenced by
the
Class 3B6 Certificates equals or exceeds 1.05% before giving effect to
distributions on such Distribution Date. If any of the foregoing Certificates
is
not an Eligible Class, any amounts allocable to principal and distributable
pursuant to this Section 4.01(b)(ii) shall be distributed only among the
Certificates that are Eligible Classes in the manner set forth
above.
Notwithstanding
the foregoing, if the application of the foregoing on any Distribution Date
as
provided in Section 4.01 would result in a distribution in respect of principal
to any Class or Classes of Subordinate Certificates in an amount greater than
the remaining Certificate Principal Balance thereof (any such Class,
a “Maturing Class”) then: (a) the amount to be allocated to each Maturing Class
shall be reduced to a level that, when applied as described above, would exactly
reduce the Certificate Principal Balance of such Class to zero and (b) the
total
amount of the reduction in the amount to be allocated to the Maturing Class
or
Classes shall be allocated among the remaining related Eligible Classes on
a
pro rata basis in proportion to the respective outstanding Certificate
Principal Balances thereof prior to the allocation thereto of any of the amounts
described in the preceding sentence.
(c) All
distributions made with respect to each Class of Certificates on each
Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Payments in respect of each Class of Certificates on each Distribution Date
will
be made to the Holders of the respective Class of record on the related Record
Date (except as otherwise provided in Section 4.01(e) or Section 9.01 respecting
the final distribution on such Class), based on the aggregate Percentage
Interest represented by their respective Certificates, and shall be made by
wire
transfer of immediately available funds to the account of any such Holder at
a
bank or other entity having appropriate facilities therefor, if such Holder
shall have so notified the Certificate Registrar in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date and with respect to any Class of Certificates other than the Residual
Certificates is the registered owner of Certificates having an initial aggregate
Certificate Principal Balance that is in excess of the lesser of (i) $5,000,000
or (ii) two-thirds of the initial Certificate Principal Balance of such Class
of
Certificates, or otherwise by check mailed by first class mail to the address
of
such Holder appearing in the Certificate Register. The final distribution on
each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Corporate Trust Office of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.
Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent, the Depositor or the Master Servicer shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable
law.
(d) The
rights of the Certificateholders to receive distributions in respect of the
Certificates, and all interests of the Certificateholders in such distributions,
shall be as set forth in this Agreement. None of the Holders of any Class of
Certificates, the Depositor, the Trustee, the Trust Administrator, the
Authenticating Agent, the Paying Agent, the Certificate Registrar or the Master
Servicer shall in any way be responsible or liable to the Holders of any other
Class of Certificates in respect of amounts properly previously distributed
on
the Certificates.
(e) Except
as
otherwise provided in Section 9.01, whenever the Trust Administrator expects
that the final distribution with respect to any Class of Certificates will
be
made on the next Distribution Date, the Trust Administrator shall so timely
advise the Paying Agent and the Paying Agent shall, no later than five days
after the latest related Determination Date, mail on such date to each Holder
of
such Class of Certificates a notice to the effect that:
(i) the
Paying Agent expects that the final distribution with respect to such Class
of
Certificates will be made on such Distribution Date, but only upon presentation
and surrender of such Certificates at the office of the Certificate Registrar
therein specified,
(ii) no
interest shall accrue on such Certificates from and after the end of the related
Interest Accrual Period, and
(iii) any
funds
not distributed to any Holder or Holders of Certificates of such Class on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by the
Paying Agent and credited to the account of the appropriate non-tendering Holder
or Holders. If any Certificates as to which notice has been given pursuant
to
this Section 4.01(e) shall not have been surrendered for cancellation within
six
months after the time specified in such notice, the Paying Agent shall mail
a
second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Paying Agent
shall, directly or through an agent, mail a final notice to remaining
non-tendering Certificateholders concerning surrender of their Certificates
and
shall continue to hold any remaining funds for the benefit of non-tendering
Certificateholders. The costs and expenses of maintaining the funds in trust
and
of contacting such Certificateholders shall be paid out of the assets remaining
in such trust fund. If within one year after the final notice any such
Certificates shall not have been surrendered for cancellation, the Paying Agent
shall pay to the Citigroup Global Markets Inc. all such amounts, and all rights
of non-tendering Certificateholders in or to such amounts shall thereupon cease.
No interest shall accrue or be payable to any Certificateholder on any amount
held in trust by the Paying Agent as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(e).
SECTION
4.02
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Statements
to Certificateholders.
|
On
each
Distribution Date, the Trust Administrator shall prepare and make available
to
the Paying Agent, and the Paying Agent shall make available on its website
to
each Holder of the Regular Certificates, a statement as to the distributions
made on such Distribution Date setting forth:
(i) the
amount of the distribution made on such Distribution Date to the Holders of
Certificates of each such Class allocable to principal;
(ii) the
amount of the distribution made on such Distribution Date to the Holders of
Certificates of each such Class allocable to interest;
(iii) with
respect to each Collateral Pool, the aggregate amount of servicing compensation
received by the Master Servicer for the related Due Period and such other
customary information as the Trust Administrator deems necessary or desirable,
or which a Certificateholder reasonably requests, to enable Certificateholders
to prepare their tax returns;
(iv) with
respect to each Collateral Pool, the aggregate amount of P&I Advances for
such Distribution Date;
(v) with
respect to each Collateral Pool, the aggregate Stated Principal Balance of
the
related Mortgage Loans and any related REO Properties at the close of business
on such Distribution Date;
(vi) with
respect to each Collateral Pool, the number, aggregate principal balance,
weighted average remaining term to maturity and weighted average Mortgage Rate
of the related Mortgage Loans as of the related Due Date;
(vii) with
respect to each Collateral Pool, the number and aggregate unpaid principal
balance of related Mortgage Loans that are (a) delinquent 30 to 59 days, (b)
delinquent 60 to 89 days, (c) delinquent 90 or more days in each case, as of
the
last day of the preceding calendar month, (d) as to which foreclosure
proceedings have been commenced and (e) with respect to which the related
Mortgagor has filed for protection under applicable bankruptcy laws, with
respect to whom bankruptcy proceedings are pending or with respect to whom
bankruptcy protection is in force (such delinquencies for all purposes in this
Agreement as calculated using the MBA method);
(viii) with
respect to each Collateral Pool, for any related Mortgage Loan that became
an
REO Property during the preceding calendar month, the unpaid principal balance
and the Stated Principal Balance of such Mortgage Loan as of the date it became
an REO Property;
(ix) with
respect to each Collateral Pool, the book value and the Stated Principal Balance
of any related REO Property as of the close of business on the last Business
Day
of the calendar month preceding the Distribution Date;
(x) with
respect to each Collateral Pool, the aggregate amount of Principal Prepayments
made during the related Prepayment Period;
(xi) with
respect to each Collateral Pool, the aggregate amount of Realized Losses
incurred during the related Prepayment Period (or, in the case of Bankruptcy
Losses allocable to interest, during the related Due Period), the aggregate
amount of Realized Losses incurred since the Cut-off Date and the aggregate
amount of Subsequent Recoveries received during the Prepayment Period and the
cumulative amount of Subsequent Recoveries received since the Cut-off Date,
in
each case separately identifying whether such Realized Losses constituted Fraud
Losses, Special Hazard Losses or Bankruptcy Losses;
(xii) with
respect to each Collateral Pool, the aggregate amount of Extraordinary Trust
Fund Expenses withdrawn from the Collection Account or the Distribution Account
for such Distribution Date and to whom such Extraordinary Trust Expenses were
paid and for what purpose;
(xiii) the
aggregate Certificate Principal Balance or Notional Amount of each such Class
of
Certificates immediately prior to such Distribution Date and after giving effect
to the distributions, and allocations of Realized Losses and Extraordinary
Trust
Fund Expenses made on such Distribution Date, separately identifying any
reduction thereof due to allocations of Realized Losses and Extraordinary Trust
Fund Expenses;
(xiv) with
respect to each Collateral Pool, the aggregate Servicing Fees accrued with
respect to the servicing of the Mortgage Loans in such Collateral Pool during
such calendar month;
(xv) the
Pass-Through Rate Amount in respect of each such Class of Certificates (other
than the Class 3P Certificates) for such Distribution Date and the Interest
Distribution Amount in respect of each such Class of Certificates for such
Distribution Date and the respective portions thereof, if any, remaining unpaid
following the distributions made in respect of such Certificates on such
Distribution Date;
(xvi) with
respect to each Collateral Pool, the aggregate amount of any Prepayment Interest
Shortfalls for such Distribution Date, to the extent not covered by payments
by
the Master Servicer pursuant to Section 3.24;
(xvii) with
respect to each Collateral Pool, the aggregate amount of Relief Act Interest
Shortfalls for such Distribution Date;
(xviii) with
respect to each Collateral Pool, the then-applicable Bankruptcy Amount, Fraud
Loss Amount, and Special Hazard Amount;
(xix) the
applicable Record Date for each Class for such Distribution Date;
(xx) with
respect to each Collateral Pool, for any related Mortgage Loan as to which
foreclosure proceedings have been concluded, the unpaid principal balance of
such Mortgage Loan as of the date of such conclusion of foreclosure
proceedings;
(xxi) with
respect to each Collateral Pool, for related Mortgage Loans as to which a Final
Liquidation has occurred, the number of Mortgage Loans, the unpaid principal
balance of such Mortgage Loans as of the date of such Final Liquidation and
the
amount of proceeds (including Liquidation Proceeds and Insurance Proceeds)
collected in respect of such Mortgage Loans;
(xxii) if
applicable, material modifications, extensions or waivers to mortgage loan
terms, fees, penalties or payments during the preceding calendar month or that
have become material over time;
(xxiii) whether
Realized Losses or delinquencies are at levels such as to prevent scheduled
declines in any of the Senior Prepayment Percentages;
(xxiv) whether
any material breaches of loan-level representations and warranties made by
the
Seller under the Mortgage Loan Purchase Agreement have been discovered by or
reported to the Master Servicer, and the dollar amount of any repurchases or
substitutions in connection with any such breaches;
(xxv) by
Collateral Pool and Loan Group, if applicable, the type of any Mortgage Loan
modifications performed including, but not limited to, rate reduction,
capitalization of arrearages, extension of term or forgiveness of amounts due;
(xxvi) by
Collateral Pool and Loan Group, if applicable, and by modification type, the
percentage (by current loan balance) and the number of Mortgage Loans that
were
modified in the current period;
(xxvii) by
Collateral Pool and Loan Group, if applicable and by modification type, the
cumulative percentage (by Scheduled Principal Balance as of the Cut-off Date)
and the number of Mortgage Loans modified since the Closing Date;
(xxviii) with
respect to each modified Mortgage Loan, the amount of principal forgiveness
for
the current period;
(xxix) the
cumulative amount of principal forgiveness pursuant to Mortgage Loan
modifications since the Closing Date;
(xxx) the
delinquency status for all Mortgage Loans modified since the Closing Date and
by
Collateral Pool, and Loan Group, if applicable, the percentage of modified
Mortgage Loans that are included in the calculation of the related Senior
Prepayment Percentage;
(xxxi) whether
a
modified Mortgage Loan is in a trial modification period or has been permanently
modified;
(xxxii) when
the
trial modification period of each Mortgage Loan in the trial modification period
ends;
(xxxiii) with
respect to each Modified Mortgage Loan, the number of times such Mortgage Loan
has been modified;
(xxxiv) with
respect to each Modified Mortgage Loan, the date of the most recent loan
modification for the Mortgage Loan;
(xxxv) the
number of Mortgage Loan modifications made during the past 12 months;
(xxxvi) the
percentage and the number of modified Mortgage Loans that are current versus
in
default;
(xxxvii) the
modified rate and the rate the borrower was supposed to have paid;
(xxxviii) the
amount of capitalized reimbursement amounts that the Master Servicer made to
itself or any Sub-Servicer repaid itself in the current period;
(xxxix) the
cumulative amount of capitalized reimbursement amounts that each Servicer repaid
itself since the Closing Date;
(xl) the
amount payable on each Distribution Date from the Grantor Trust to the Swap
Provider, and the amount payable to the Grantor Trust from the Swap Provider
on
such Distribution Date; and
(xli) the
amount of any Net Swap Payments.
In
the
case of information furnished pursuant to subclauses (i) through (iii) above,
the amounts shall also be expressed as a dollar amount per Single Certificate
of
the relevant Class.
In
the
case of information furnished pursuant to subclauses (xxv) through (xxxix)
above, reporting will be provided only to the extent derivable from information
provided to the Master Servicer by the applicable Sub-Servicer in accordance
with the related Sub-Servicing Agreement.
Within
a
reasonable period of time after the end of each calendar year, the Paying
Agent
shall forward to each Person upon its written request (with a copy to the
Trust
Administrator and the Trustee) who at any time during the calendar year was
a
Holder of a Regular Certificate a statement containing the information set
forth
in subclauses (i) through (iii) above, aggregated for such calendar year
or
applicable portion thereof during which such person was a Certificateholder.
Such obligation of the Paying Agent shall be deemed to have been satisfied
to
the extent that substantially comparable information shall be prepared by
the
Trust Administrator and provided by the Paying Agent pursuant to any
requirements of the Code as from time to time are in force.
On
each
Distribution Date, the Paying Agent shall make available to the Depositor,
each
Holder of a Residual Certificate, the Trust Administrator and the Master
Servicer, a copy of the reports forwarded to the Regular Certificateholders
on
such Distribution Date and a statement setting forth the amounts, if any,
actually distributed with respect to the Residual Certificates, respectively,
on
such Distribution Date.
Within
a
reasonable period of time after the end of each calendar year, the Paying Agent
shall forward to each Person (with a copy to the Trust Administrator and the
Trustee) who at any time during the calendar year was a Holder of a Residual
Certificate a statement setting forth the amount, if any, actually distributed
with respect to the Residual Certificates, as appropriate, aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Paying Agent shall be deemed to have
been satisfied to the extent that substantially comparable information shall
be
prepared by the Trust Administrator and furnished by the Paying Agent to such
Holders pursuant to the rules and regulations of the Code as are in force from
time to time.
Upon
request, the Paying Agent shall forward to each Certificateholder, during the
term of this Agreement, such periodic, special, or other reports or information,
whether or not provided for herein, as shall be reasonable with respect to
the
Certificateholder, or otherwise with respect to the purposes of this Agreement,
all such reports or information to be provided at the expense of the
Certificateholder in accordance with such reasonable and explicit instructions
and directions as the Certificateholder may provide. For purposes of this
Section 4.02, the Paying Agent’s duties are limited to the extent that the
Paying Agent receives timely reports as required from the Trust Administrator
and the Master Servicer and that the Trust Administrator receives timely reports
as required from the Master Servicer.
On
each
Distribution Date, the Trust Administrator shall provide Bloomberg Financial
Markets, L.P. (“Bloomberg”) (1) CUSIP level factors for each class of
Certificates as of such Distribution Date and (2) the number and aggregate
unpaid principal balance of Mortgage Loans that are (a) delinquent 30 to 59
days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in each
case,
as of the last day of the preceding calendar month, (d) as to which
foreclosure proceedings have been commenced and (e) with respect to which the
related Mortgagor has filed for protection under applicable bankruptcy laws,
with respect to whom bankruptcy proceedings are pending or with respect to
whom
bankruptcy protection is in force, in each case using a format and media
mutually acceptable to the Trust Administrator and Bloomberg.
SECTION
4.03
|
Remittance
Reports; P&I Advances.
|
(a) On
the
second Business Day prior to the related Distribution Date, the Master Servicer
shall deliver to the Trust Administrator, the Paying Agent and the Trustee
by
telecopy (or by such other means as the Master Servicer, the Paying Agent and
the Trust Administrator and the Trustee may agree from time to time) a
Remittance Report with respect to the related Distribution Date. Such Remittance
Report will include (i) the amount of P&I Advances to be made by the Master
Servicer in respect of the related Distribution Date, the aggregate amount
of
P&I Advances outstanding after giving effect to such P&I Advances, and
the aggregate amount of Nonrecoverable P&I Advances in respect of such
Distribution Date and (ii) such other information with respect to the Mortgage
Loans as the Trust Administrator or the Paying Agent may reasonably require
to
perform the calculations necessary for the Paying Agent to make the
distributions contemplated by Section 4.01 and for the Trust Administrator
to
prepare the statements to Certificateholders contemplated by Section 4.02;
provided, however, that if the Master Servicer is not the Trust Administrator,
the Master Servicer will forward to the successor Trust Administrator the
information set forth in clause (i) above on the next Business Day following
the
latest related Determination Date and the information set forth in clause (ii)
above on the fifth Business Day following the last day of the related calendar
month. Neither the Trustee, the Paying Agent nor the Trust Administrator shall
be responsible to recompute, recalculate or verify any information provided
to
it by the Master Servicer.
(b) The
amount of P&I Advances to be made by the Master Servicer for any
Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the
aggregate amount of Monthly Payments (with each interest portion thereof net
of
the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO Disposition did
not
occur during the related Prepayment Period, an amount equal to the Monthly
Payments (with each interest portion thereof net of the related Servicing Fee)
that would have been due on the related Due Date in respect of the related
Mortgage Loans.
On
or
before 12:00 p.m. New York time on the Master Servicer Remittance Date, the
Master Servicer shall remit in immediately available funds to the Paying Agent
for deposit in the Distribution Account an amount equal to the aggregate amount
of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO
Properties for the related Distribution Date either (i) from its own funds
or,
if received from a Sub-Servicer, from funds remitted by a Sub-Servicer in
payment of required P&I Advances or (ii) from the Collection Account, to the
extent of funds held therein for future distribution (in which case, it will
cause to be made an appropriate entry in the records of Collection Account
that
amounts held for future distribution have been, as permitted by this Section
4.03, used by the Master Servicer in discharge of any such P&I Advance) or
(iii) in the form of any combination of (i) and (ii) aggregating the total
amount of P&I Advances to be made by the Master Servicer with respect to the
Mortgage Loans and REO Properties. Any amounts held for future distribution
and
so used shall be appropriately reflected in the Master Servicer’s records and
replaced by the Master Servicer by deposit in the Collection Account on or
before any future Master Servicer Remittance Date to the extent that the
Available Distribution Amount for the related Distribution Date (determined
without regard to P&I Advances to be made on the Master Servicer Remittance
Date) shall be less than the total amount that would be distributed to the
Classes of Certificateholders pursuant to Section 4.01 on such Distribution
Date
if such amounts held for future distributions had not been so used to make
P&I Advances. The Trust Administrator will provide notice to the Master
Servicer by telecopy by the close of business on the Master Servicer Remittance
Date in the event that the amount remitted by the Master Servicer to the Trust
Administrator on such Master Servicer Remittance Date is less than the P&I
Advances required to be made by the Master Servicer for the related Distribution
Date.
(c) The
obligation of the Master Servicer to make such P&I Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to (d) below,
and, with respect to any Mortgage Loan or REO Property, shall continue until
a
Final Recovery Determination in connection therewith or the removal thereof
from
REMIC I, REMIC II-A or REMIC III-A pursuant to any applicable provision of
this
Agreement, except as otherwise provided in this Section.
(d) Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made
hereunder by the Master Servicer if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer that it has made a Nonrecoverable P&I Advance or that any proposed
P&I Advance, if made, would constitute a Nonrecoverable P&I Advance,
shall be evidenced by an Officers’ Certificate of the Master Servicer delivered
to the Depositor, the Trust Administrator, the Paying Agent and the
Trustee.
(e) If
the
Master Servicer shall fail to make any P&I Advance on any Master Servicer
Remittance Date required to be made from its own funds pursuant to this Section
4.03, then the Paying Agent, by not later than 1:00 p.m. on the related
Distribution Date, shall make such P&I advance from its own funds by
depositing the amount of such advance into the Distribution Account, and the
Trust Administrator and the Paying Agent shall include the amount so advanced
by
the Paying Agent in the Available Distribution Amount distributed on such
Distribution Date.
SECTION
4.04
|
Allocation
of Extraordinary Trust Fund Expenses and Realized
Losses.
|
(a) Prior
to
each Distribution Date, the Master Servicer shall determine as to each Mortgage
Loan and REO Property: (i) the total amount of Realized Losses, if any, incurred
in connection with any Final Recovery Determinations made during the related
Prepayment Period; (ii) whether and the extent to which such Realized Losses
constituted Fraud Losses or Special Hazard Losses; and (iii) the respective
portions of such Realized Losses allocable to interest and allocable to
principal. Prior to each Distribution Date, the Master Servicer shall also
determine as to each Mortgage Loan: (A) the total amount of Realized Losses,
if
any, incurred in connection with any Deficient Valuations made during the
related Prepayment Period; and (B) the total amount of Realized Losses, if
any,
incurred in connection with Debt Service Reductions in respect of Monthly
Payments due during the related Due Period. The information described in the
two
preceding sentences that is to be supplied by the Master Servicer shall be
evidenced by an Officers’ Certificate delivered to the Trust Administrator, the
Paying Agent and the Trustee by the Master Servicer prior to the Determination
Date immediately following the end of (x) in the case of Bankruptcy Losses
allocable to interest, the Due Period during which any such Realized Loss was
incurred, and (y) in the case of all other Realized Losses, the Prepayment
Period during which any such Realized Loss was incurred.
(b) Following
all distributions to be made pursuant to Section 4.01 on a Distribution Date,
all Realized Losses determined by the Master Servicer as described in (a) above
on the Mortgage Loans related to each Collateral Pool (other than Excess Losses)
shall be allocated on each Distribution Date in reverse sequential order to
the
related Subordinate Certificates, in each case until the Certificate Principal
Balance thereof has been reduced to zero.
(c) Thereafter,
(i) with respect to Collateral Pool 1, upon the reduction of the Certificate
Principal Balances of the related Subordinate Certificates to zero, all such
Realized Losses on the Mortgage Loans related to such Collateral Pool (other
than Excess Losses) shall be allocated on any Distribution Date, to the Class
1A1A Certificates and the Class 1A1B Certificates as described below, (ii)
with
respect to Collateral Pool 2, upon the reduction of the Certificate Principal
Balances of the related Subordinate Certificates to zero, all such Realized
Losses on the Mortgage Loans related to such Collateral Pool (other than Excess
Losses) shall be allocated on any Distribution Date to the Class 2A1A
Certificates and the Class 212B Certificates as described below (if the Realized
Loss is on a Group 2-1 Mortgage Loan), to the Class 22AA Certificates, the
Class
2A2A Certificates, the Class 2A2B Certificates and the Class 212B Certificates
as described below (if the Realized Loss is on a Group 2-2 Mortgage Loan),
to
the Class 2A3A Certificates and the Class 2A3B Certificates as described below
(if the Realized Loss is on a Group 2-3 Mortgage Loan), to the Class 2A4A
Certificates and the Class 2A4B Certificates as described below (if the Realized
Loss is on a Group 2-4 Mortgage Loan) and to the Class 2A5A Certificates and
the
Class 2A5B Certificates as described below (if the Realized Loss is on a Group
2-5 Mortgage Loan) and (iii) with respect to Collateral Pool 3, upon the
reduction of the Certificate Principal Balances of the related Subordinate
Certificates to zero, all such Realized Losses on the Mortgage Loans related
to
such Collateral Pool (other than Excess Losses) shall be allocated on any
Distribution Date to the Class 3A11 Underlying Interest, the Class 3A1A
Underlying Interest, the Class 3A1B Underlying Interest, the Class 3A1C
Underlying Interest and the Class 31AB Underlying Interest as described below
(if the Realized Loss is on a Group 3-1 Mortgage Loan), to the Class 3A2A
Certificates and the Class 3A2B Certificates as described below (if the Realized
Loss is on a Group 3-2 Mortgage Loan) and to the Class 3A3A Certificates and
the
Class 3A3B Certificates as described below (if the Realized Loss is on a Group
3-3 Mortgage Loan).
Excess
Losses on the Group 1 Mortgage Loans incurred during any Prepayment Period
will
be allocated on the related Distribution Date by allocating (i) the Group 1
Senior Percentage of the Excess Loss to the Class 1A1A Certificates and Class
1A1B Certificates as described below (if the Excess Loss is on a Group 1
Mortgage Loan) and (ii) the related Group 1 Subordinate Percentage of the Excess
Loss to the Group 1 Subordinate Certificates on a pro rata
basis.
Excess
Losses on the Group 2 Mortgage Loans incurred during any Prepayment Period
will
be allocated on the related Distribution Date by allocating (i) the related
Group 2 Senior Percentage (related to the Loan Group in which the Mortgage
Loan
that suffered the Excess Loss is included) of the Excess Loss to the Class
2A1A
Certificates and the Class 212B Certificates as described below (if the Excess
Loss is on a Group 2-1 Mortgage Loan), to the Class 22AA Certificates, the
Class
2A2A Certificates, the Class 2A2B Certificates and the Class 212B Certificates
as described below (if the Excess Loss is on a Group 2-2 Mortgage Loan), to
the
Class 2A3A Certificates and Class 2A3B Certificates as described below (if
the
Excess Loss is on a Group 2-3 Mortgage Loan), to the Class 2A4A Certificates
and
Class 2A4B Certificates as described below (if the Excess Loss is on a Group
2-4
Mortgage Loan) and to the Class 2A5A Certificates and Class 2A5B Certificates
as
described below (if the Excess Loss is on a Group 2-5 Mortgage Loan) and (ii)
the related Group 2 Subordinate Percentage (related to the Loan Group in which
the Mortgage Loan that suffered the Excess Loss is included) of the Excess
Loss
to the Group 2 Subordinate Certificates on a pro rata basis.
Excess
Losses on the Group 3 Mortgage Loans incurred during any Prepayment Period
will
be allocated on the related Distribution Date by allocating (i) the related
Group 3 Senior Percentage (related to the Loan Group in which the Mortgage
Loan
that suffered the Excess Loss is included) of the Excess Loss to the Class
31AA
Underlying Interest, the Class 3A1A Underlying Interest, the Class 3A1B
Underlying Interest, the Class 3A1C Underlying Interest and the Class 31AB
Underlying Interest as described below (if the Excess Loss is on a Group 3-1
Mortgage Loan), to the Class 3A2A Certificates and Class 3A2B Certificates
as
described below (if the Excess Loss is on a Group 3-2 Mortgage Loan) and to
the
Class 3A3A Certificates and Class 3A3B Certificates as described below (if
the
Excess Loss is on a Group 3-3 Mortgage Loan), and (ii) the related Group 2
Subordinate Percentage (related to the Loan Group in which the Mortgage Loan
that suffered the Excess Loss is included) of the Excess Loss to the Group
2
Subordinate Certificates on a pro rata basis.
Any
Extraordinary Trust Fund Expenses relating to Collateral Pool 1 incurred during
any Prepayment Period will be allocated on the related Distribution Date as
follows: first, to the Class 1B6 Certificates; second, to the Class 1B5
Certificates; third, to the Class 1B4 Certificates; fourth, to the Class 1B3
Certificates; fifth, to the Class 1B2 Certificates; and sixth, to the Class
1B1
Certificates, in each case until the Certificate Principal Balance of such
Class
has been reduced to zero. Thereafter, any Extraordinary Trust Fund Expenses
relating to Collateral Pool 1 will be allocated on any Distribution Date among
the Group 1 Class A Certificates on a pro rata basis.
Any
Extraordinary Trust Fund Expenses relating to Collateral Pool 2 incurred during
any Prepayment Period will be allocated on the related Distribution Date as
follows: first, to the Class 2B6 Certificates; second, to the Class 2B5
Certificates; third, to the Class 2B4 Certificates; fourth, to the Class 2B3
Certificates; fifth, to the Class 2B2 Certificates; and sixth, to the Class
2B1
Certificates, in each case until the Certificate Principal Balance of such
Class
has been reduced to zero. Thereafter, the Extraordinary Trust Fund Expenses
relating to Collateral Pool 2 will be allocated on any Distribution Date among
the Group 2 Class A Certificates on a pro rata basis.
Any
Extraordinary Trust Fund Expenses relating to Collateral Pool 3 incurred during
any Prepayment Period will be allocated on the related Distribution Date as
follows: first, to the Class 3B6 Certificates; second, to the Class 3B5
Certificates; third, to the Class 3B4 Certificates; fourth, to the Class 3B3
Certificates; fifth, to the Class 3B2 Certificates; and sixth, to the Class
3B1
Certificates, in each case until the Certificate Principal Balance of such
Class
has been reduced to zero. Thereafter, the Extraordinary Trust Fund Expenses
relating to Collateral Pool 3 will be allocated on any Distribution Date among
the Group 3 Class A Certificates on a pro rata basis.
Notwithstanding
any of the foregoing, with respect to Collateral Pool 1, any Realized Loss
(including any Excess Loss) or any Extraordinary Trust Fund Expense that is
allocated to the Class 1A1A Certificates and Class 1A1B Certificates will be
allocated between such Classes on a pro rata basis; provided that any
Realized Losses (other than any Excess Losses) so allocated to the Class 1A1A
Certificates and Class 1A1B Certificates will be allocated first to the Class
1A1B Certificates until the Certificate Principal Balance thereof has
been reduced to zero and then to the Class 1A1A
Certificates.
Notwithstanding
any of the foregoing, with respect to Collateral Pool 2, (i) any Realized Loss
(including any Excess Loss) or any Extraordinary Trust Fund Expense that is
allocated to the Class 2A1A Certificates and Class 212B Certificates will be
allocated between such Classes on a pro rata basis (based on the Certificate
Principal Balance of the Class 2A1A Certificates and the Component Principal
Balance of the 2A1B Component); provided that any Realized Losses (other than
any Excess Losses) so allocated to the Class 2A1A Certificates and Class 212B
Certificates will be allocated first to the Class 212B Certificates to the
extent of the Component Principal Balance of the 2A1B Component until the
Component Principal Balance of the 2A1B Component has been reduced to zero
and
then to the Class 2A1A Certificate, (ii) any Realized Loss (including any Excess
Loss) or any Extraordinary Trust Fund Expense that is allocated to the Class
22AA Certificates, the Class 2A2A Certificates, the Class 2A2B Certificates
and
the Class 212B Certificates will be allocated among such Classes on a pro rata
basis (based on the Certificate Principal Balance of the Class 22AA
Certificates, the Class 2A2A Certificates, the Class 2A2B Certificates and
the
Component Principal Balance of the 22AB Component); provided that any Realized
Losses (other than any Excess Losses) so allocated to the Class 22AA
Certificates, the Class 2A2A Certificates, the Class 2A2B Certificates and
the
Class 212B Certificates will be allocated first to the Class 212B Certificates
to the extent of the Component Principal Balance of the 22AB Component until
the
Component Principal Balance of the 22AB Component has been reduced to zero,
and
then on a pro rata basis to (a) the Class 22AA Certificates and (b) the Class
2A2A Certificates and the Class 2A2B Certificates; provided that that any such
losses so allocated to the Class 2A2A Certificates and the Class 2A2B
Certificates will be allocated first to the Class 2A2B Certificates until the
Certificate Principal Balance thereof has been reduced to zero and then to
the
Class 2A2A Certificates, (iii) any Realized Loss (including any Excess Loss)
or
any Extraordinary Trust Fund Expense that is allocated to the Class 2A3A
Certificates and Class 2A3B Certificates will be allocated between such Classes
on a pro rata basis; provided that any Realized Losses (other than any Excess
Losses) so allocated to the Class 2A3A Certificates and Class 2A3B Certificates
will be allocated first to the Class 2A3B Certificates until the Certificate
Principal Balance thereof has been reduced to zero and then to the Class 2A3A
Certificates, (iv) any Realized Loss (including any Excess Loss) or any
Extraordinary Trust Fund Expense that is allocated to the Class 2A4A
Certificates and Class 2A4B Certificates will be allocated between such Classes
on a pro rata basis; provided that any Realized Losses (other than any Excess
Losses) so allocated to the Class 2A4A Certificates and Class 2A4B Certificates
will be allocated first to the Class 2A4B Certificates until the Certificate
Principal Balance thereof has been reduced to zero and then to the Class 2A4A
Certificates, and (v) any Realized Loss (including any Excess Loss) or any
Extraordinary Trust Fund Expense that is allocated to the Class 2A5A
Certificates and Class 2A5B Certificates will be allocated between such Classes
on a pro rata basis; provided that any Realized Losses (other than any Excess
Losses) so allocated to the Class 2A5A Certificates and Class 2A5B Certificates
will be allocated first to the Class 2A5B Certificates until the Certificate
Principal Balance thereof has been reduced to zero and then to the Class 2A5A
Certificates.
Notwithstanding
any of the foregoing, with respect to Collateral Pool 3, (i) any Realized Loss
(including any Excess Loss) or any Extraordinary Trust Fund Expense that is
allocated to the Class 31AA Underlying Interest, the Class 3A1A Underlying
Interest, the Class 3A1B Underlying Interest, the Class 3A1C Underlying Interest
and the Class 31AB Underlying Interest will be allocated among such Underlying
Interests on a pro rata basis; provided that any Realized Losses (other
than any Excess Losses) so allocated to the Class 31AA Underlying Interest,
the
Class 3A1A Underlying Interest, the Class 3A1B Underlying Interest and the
Class
3A1C Underlying Interest will be allocated first to the Class 31AB Underlying
Interest until the Certificate Principal Balance thereof has been reduced to
zero, and then on a pro rata basis to (a) the Class 31AA Underlying
Interest and (b) the Class 3A1A Underlying Interest, the Class 3A1B Underlying
Interest and the Class 3A1C Underlying Interest; provided that that any such
losses so allocated to the Class 3A1A Underlying Interest, the Class 3A1B
Underlying Interest and the Class 3A1C Underlying Interest will be allocated
first to the Class 3A1C Underlying Interest until the Certificate Principal
Balance thereof has been reduced to zero, second to the Class 3A1B Underlying
Interest until the Certificate Principal Balance thereof has been reduced to
zero and then to the Class 3A1A Underlying Interest, (ii) any Realized Loss
(including any Excess Loss) or any Extraordinary Trust Fund Expense that is
allocated to the Class 3A2A Certificates and Class 3A2B Certificates will be
allocated between such Classes on a pro rata basis; provided that any
Realized Losses (other than any Excess Losses) so allocated to the Class 3A2A
Certificates and Class 3A2B Certificates will be allocated first to the Class
3A2B Certificates until the Certificate Principal Balance thereof has been
reduced to zero and then to the Class 3A2A Certificates and (iii) any Realized
Loss (including any Excess Loss) or any Extraordinary Trust Fund Expense that
is
allocated to the Class 3A3A Certificates and Class 3A3B Certificates will be
allocated between such Classes on a pro rata basis; provided that any
Realized Losses (other than any Excess Losses) so allocated to the Class 3A3A
Certificates and Class 3A3B Certificates will be allocated first to the Class
3A3B Certificates until the Certificate Principal Balance thereof has been
reduced to zero and then to the Class 3A3A Certificates.
Any
amounts in respect of any Realized Losses or Extraordinary Trust Fund Expenses
allocated to the Class 31AA Underlying Interest, the Class 3A1A Underlying
Interest, the Class 3A1B Underlying Interest, the Class 3A1C Underlying Interest
and the Class 31AB Underlying Interest will be allocated to the class with
the
same alphanumeric designation.
Notwithstanding
the method of allocation of Realized Losses and Extraordinary Fund Expenses
above, if any overcollateralization exists when Realized Losses or Extraordinary
Trust Fund Expenses are to be allocated, such Realized Losses or Extraordinary
Trust Fund Expenses will be allocated first to the overcollateralization, until
the overcollateralization is reduced to zero, prior to allocating such Realized
Losses or Extraordinary Trust Fund Expenses to the Certificates in accordance
with the priorities set forth above.
As
used
herein, an allocation of a Realized Loss or Extraordinary Trust Fund Expense
on
a “pro rata basis” among two or more specified Classes of Certificates
means an allocation on a pro rata basis, among the various Classes so
specified, to each such Class of Certificates on the basis of their then
outstanding Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date. All Realized Losses and
all
other losses allocated to a Class of Certificates hereunder will be allocated
among the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby. Any allocation of a Realized Loss of Extraordinary Trust
Fund
Expense to a Certificate shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated as of the Distribution Date following
the Prepayment Period in which such Realized Loss was incurred.
(d) Notwithstanding
anything to the contrary herein, in no event shall the Certificate Principal
Balance of a Class A Certificate be reduced more than once in respect of any
particular amount both (i) allocable to such Certificate in respect of Realized
Losses or Extraordinary Trust Fund Expenses pursuant to Section 4.04 and (ii)
payable to the Holder of such Certificate pursuant to Section 4.01(a) as a
portion of the Senior Principal Distribution Amount.
SECTION
4.05
|
Compliance
with Withholding Requirements.
|
Notwithstanding
any other provision of this Agreement, the Paying Agent shall comply with all
federal withholding requirements respecting payments to Certificateholders
of
interest or original issue discount that the Paying Agent reasonably believes
are applicable under the Code. The consent of Certificateholders shall not
be
required for such withholding. In the event the Paying Agent does withhold
any
amount from interest or original issue discount payments or advances thereof
to
any Certificateholder pursuant to federal withholding requirements, the Paying
Agent shall indicate the amount withheld to such
Certificateholders.
SECTION
4.06
|
Commission
Reporting.
|
(a) (i) Within
15 calendar 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 Master Servicer, 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 shall
be
reported by such entity to the Depositor and the Trust Administrator and
approved by the Depositor. The Trust Administrator shall have no duty
or liability for any failure hereunder to determine or prepare any Additional
Form 10-D Disclosure absent such reporting (other than in the case where the
Trust Administrator is the reporting party as set forth in Exhibit B) and
approval, and the Trust Administrator will have no duty or liability to verify
the accuracy or sufficiency of any such Additional Form 10-D Disclosure (except
in any case where the Trust Administrator is the responsible party for providing
that information pursuant to Exhibit B).
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, in XXXXX-compatible format, or in such other form as otherwise agreed
upon by the Trust Administrator and the Depositor and such party, and 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. The Depositor will approve, as to form
and substance, or disapprove, as the case may be, the Additional Form 10-D
Disclosure.
After
preparing the Form 10-D, the Trust Administrator shall forward electronically
a
copy of the Form 10-D to the Depositor (in every case where the Form 10-D
includes Additional 10-D Disclosure and otherwise if requested by the Depositor)
and the Master Servicer for review. Within two Business Days after
receipt of such copy, but no later than the 12th calendar day after the
Distribution Date (provided that, the Trust Administrator shall have forwarded
a
copy of the Form 10-D no later than the 10th calendar after the Distribution
Date), the Depositor shall notify the Trust Administrator in writing (which
may
be furnished electronically) of any changes to or approval of such Form
10-D. In the absence of receipt of any written changes or approval,
the Trust Administrator shall be entitled to assume that such Form 10-D is
in
final form and the Trust Administrator may proceed with arrangements for the
execution of, and filing of, the Form 10-D. No later than 2 Business
Days prior to the 15th calendar day after the related Distribution Date, a
duly
authorized officer of the Master Servicer 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. If a
Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
to be
amended, the Trust Administrator shall follow the procedures set forth in
Section 4.06(a)(v). Once the Form 10-D has been filed with the Commission it
will be available through XXXXX at xxx.xxx.xxx. The Trust
Administrator will provide copies of the report to investors, free of charge,
upon request. The parties to this Agreement acknowledge that the
performance by the Master Servicer and the Trust Administrator of their
respective duties under Sections 4.06(a)(i) and (v) related to the timely
preparation, execution and filing of Form 10-D is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under such Sections. Neither the Master Servicer nor the Trust
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 10-D, where such failure results from the Master
Servicer’s or the Trust Administrator’s inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-D, not resulting from its own
negligence, bad faith or willful misconduct.
(ii) Within
4
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, at the direction of the Depositor, on behalf of the Trust, any Form
8-K, as required by the Exchange Act; provided that, the Depositor shall file
the initial Form 8-K in connection with the issuance of the
Certificates. Any disclosure or information related to a Reportable
Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall be, pursuant to the paragraph immediately below,
reported by the responsible parties set forth on Exhibit B to the Trust
Administrator and the Depositor and approved by the Depositor, and the Trust
Administrator will have no duty or liability for any failure hereunder to
determine or prepare any Form 8-K absent such reporting (other than in the
case
where the Trust Administrator is the reporting party as set forth in Exhibit
B)
and approval.
For
so
long as the Trust is subject to the Exchange Act reporting requirements, no
later than 5:00 p.m. New York City time on the 2nd Business Day after the
occurrence of a Reportable Event (i) the responsible parties set forth in
Exhibit B shall be required pursuant to Section 4.06(a)(iv) below to provide
to
the Trust Administrator and the Depositor, to the extent known by a responsible
officer thereof, in XXXXX-compatible format, or in such other form as otherwise
agreed upon by the Trust Administrator and the Depositor and such party, the
form and substance of any Form 8-K Disclosure Information, if applicable, and
(ii) the Depositor shall approve, as to form and substance, or disapprove,
as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K.
After
preparing the Form 8-K, the Trust Administrator shall forward electronically
a
copy of the Form 8-K to the Depositor and the Master Servicer for
review. No later than the close of business New York City time on the
3rd Business Day after the Reportable Event, an officer of the Master Servicer
shall sign the Form 8-K and, return an electronic or fax copy of such signed
Form 8-K (with an original executed hard copy to follow by overnight mail)
to
the Trust Administrator. Promptly, but no later than the close of
business on the 3rd Business Day after the Reportable Event (provided that,
the
Trust Administrator shall have forwarded a copy of the Form 8-K no later than
the 2nd Business Day after the Reportable Event), the Depositor shall notify
the
Trust Administrator in writing (which may be furnished electronically) of any
changes to or approval of such Form 8-K. In the absence of receipt of
any written changes or approval, the Trust Administrator shall be entitled
to
assume that such Form 8-K is in final form and the Trust Administrator may
proceed with arrangements for the execution of, and filing of, the Form
8-K. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Trust Administrator shall follow the
procedures set forth in Section 4.06(a)(v). Once the Form 8-K has
been filed with the Commission it will be available through XXXXX at
xxx.xxx.xxx. The Trust Administrator will provide copies of the
report to investors, free of charge, upon request. The parties to
this Agreement acknowledge that the performance by Master Servicer and the
Trust
Administrator of their respective duties under this Section 4.06(a)(ii) related
to the timely preparation, execution and filing of Form 8-K is contingent upon
such parties strictly observing all applicable deadlines in the performance
of
their duties under this Section 4.06(a)(ii). Neither the Master
Servicer nor the Trust Administrator shall have any liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare, execute and/or timely file such Form 8-K, where such failure results
from the Master Servicer’s or the Trust Administrator’s inability or failure to
receive, on a timely basis, any information from any other party hereto needed
to prepare, arrange for execution or file such Form 8-K, not resulting from
its
own negligence, bad faith or willful misconduct.
(iii) Within
90
days after the end of each fiscal year of the Trust or such earlier date as
may
be required by the Exchange Act (the “10-K Filing Deadline”) (it being
understood that the fiscal year for the Trust ends on December 31st of each
year), commencing in March 2008, the Trust Administrator shall prepare and
file
on behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items,
in each case to the extent they have been delivered to the Trust Administrator
within the applicable time frames set forth in this Agreement, (I) an Annual
Statement of Compliance for the Master Servicer and any Sub-servicer, as
provided under Section 3.20, (II)(A) the Assessments of Compliance for the
Master Servicer, each Sub-servicer and subcontractor participating in the
servicing function, the Trust Administrator, the Paying Agent and the Custodian,
as provided under Section 3.21, and (B) if the Master Servicer’s, any
Sub-servicer’s or subcontractor’s participating in the servicing function, the
Trust Administrator’s, the Paying Agent’s or the Custodian’s Assessments of
Compliance identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if the Master Servicer’s, any
Sub-servicer’s or subcontractor’s participating in the servicing function, the
Trust Administrator’s, the Paying Agent’s or the Custodian’s Assessments of
Compliance is not included as an exhibit to such Form 10-K, disclosure that
such
report is not included and an explanation why such report is not included,
(III)(A) the Attestation Report for the Master Servicer, each Sub-servicer
and
subcontractor participating in the servicing function, the Trust Administrator,
the Paying Agent and the Custodian, as provided under Section 3.21, and (B)
if
any Attestation Report rendered as contemplated under Section 3.21 identifies
any material instance of noncompliance, disclosure identifying such instance
of
noncompliance, or if any such Attestation Report is not included as an exhibit
to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included, and (IV) a Master Servicer
Certification in the form prescribed by Exhibit H (provided, however, that
the
Trust Administrator, at its discretion, may omit from the Form 10-K any annual
compliance statement, assessment of compliance or attestation report that is
not
required to be filed with such Form 10-K pursuant to Regulation AB). Any
disclosure or information in addition to (I) through (IV) above that is required
to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be,
pursuant to the paragraph immediately below, reported by the responsible parties
set forth on Exhibit B to the Trust Administrator and the Depositor and approved
by the Depositor, and the Trust Administrator will have no duty or liability
for
any failure hereunder to determine or prepare any Additional Form 10-K
Disclosure absent such reporting (other than in the case where the Trust
Administrator is the reporting party as set forth in Exhibit B) and
approval.
No
later
than March 15th of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2008, (A) the responsible parties set
forth in Exhibit B shall be required to provide pursuant to Section 4.06(a)(iv)
below to the Trust Administrator and the Depositor, to the extent known by
a
responsible officer thereof, in XXXXX-compatible format, or in such other form
as otherwise agreed upon by the Trust Administrator and the Depositor and such
party, the form and substance of any Additional Form 10-K Disclosure, if
applicable, and (ii) the Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K.
After
preparing the Form 10-K, the Trust Administrator shall forward electronically
a
copy of the Form 10-K to the Depositor and the Master Servicer for
review. Within 3 Business Days after receipt of such copy, but no
later than March 25th (provided that, the Trust Administrator forwards a copy
of
the Form 10-K no later than the 3rd Business Day prior to March 25th), the
Depositor shall notify the Trust Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form
10-K. In the absence of receipt of any written changes or approval,
the Trust Administrator shall be entitled to assume that such Form 10-K is
in
final form and the Trust Administrator may proceed with the execution and filing
of the Form 10-K. No later than 12:00 p.m. Eastern Standard time on
the 4th Business Day prior to the 10-K Filing Deadline, an officer of the Master
Servicer in charge of the master servicing function 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. If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Trust Administrator will
follow the procedures set forth in Section 4.06(a)(v). Once the Form
10-K has been filed with the Commission it will be available through XXXXX
at
xxx.xxx.xxx. The Trust Administrator will provide copies of the
report to investors, free of charge, upon request. The parties to
this Agreement acknowledge that the performance by the Master Servicer and
the
Trust Administrator of their respective duties under Sections
4.06(a)(iii) through (v) related to the timely preparation, execution
and filing of Form 10-K is contingent upon such parties strictly observing
all
applicable deadlines in the performance of their duties under such Sections
and
under Section 3.20 and Section 3.21. Neither the Master Servicer nor
the Trust Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 10-K, where such failure results from the Master
Servicer’s or the Trust Administrator’s inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.
The
Master Servicer shall deliver the Master Servicer Certification, executed by
an
officer of the Master Servicer in charge of the master servicing function,
to
the Trust Administrator not later than March 15th of each year in which the
Trust is subject to the reporting requirements of the Exchange
Act. (b)In connection with the filing of any 10-K hereunder, in
the case where the Master Servicer and Trust Administrator are not affiliated,
the Trust Administrator shall sign a Back-Up Certification substantially in
the
form of Exhibit I; provided, however, that the Trust Administrator shall not
be
required to undertake an analysis of any accountant’s report attached as an
exhibit to the Form 10-K.
No
later
than each Distribution Date of each year that the Issuing Entity is subject
to
the Exchange Act reporting requirements, the Depositor shall make available
to
the Trust Administrator the related Significance Estimate and the Trust
Administrator shall use such information to calculate the related Significance
Percentage. If the Significance Percentage meets either of the
threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB,
the
Trust Administrator shall deliver written notification to the Depositor and
the
Swap Provider to that effect. The Trust Administrator shall request
and the Depositor shall obtain from the Swap Provider any information required
under Regulation AB to the extent required under the Swap
Agreement. The Depositor will be obligated pursuant to the Swap
Agreement to provide to the Trust Administrator any information that may be
required to be included in any Form 10-D, Form 8-K or Form 10-K or written
notification instructing the Trust Administrator that such Additional Disclosure
regarding the Swap Provider is not necessary for such Distribution
Date.
(iv) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund, the Trust Administrator’s obligation to
include such Additional Disclosure in the applicable Exchange Act report is
subject to receipt from the entity that is indicated in Exhibit B as the
responsible party for providing that information, if other than the Trust
Administrator, as and when required as described in Section 4.06(a)(i) through
(iii) above. Each of the Master Servicer, Sponsor, Trust
Administrator and Depositor hereby agrees to notify and provide to the extent
known to the Master Servicer, the Sponsor, the Trust Administrator and the
Depositor all Additional Disclosure relating to the Trust Fund, with respect
to
which such party is indicated in Exhibit B as the responsible party for
providing that information.
So
long
as the Depositor is subject to the filing requirements of the Exchange Act
with
respect to the Trust Fund, the Trustee shall notify the Trust Administrator
and
the Depositor of any bankruptcy or receivership with respect to the Trustee
or
of any proceedings of the type described under Item 1117 of Regulation AB that
have occurred as of the related Due Period, together with a description thereof,
no later than the date on which such information is required of other parties
hereto as set forth under this Section 4.06. In addition, the Trustee
shall notify the Trust Administrator and the Depositor of any affiliations
or
relationships that develop after the Closing Date between the Trustee and the
Depositor, the Sponsor, the Trust Administrator, the Master Servicer, the
Servicer or the Custodian of the type described under Item 1119 of Regulation
AB, together with a description thereof, no later than the date on which such
information is required of other parties hereto as set forth under this Section
4.06.
The
Master Servicer shall be responsible for determining the pool concentration
applicable to any Sub-Servicer to which any of the Master Servicer’s
responsibilities with respect to the Mortgage Loans have been delegated 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.
(v) (A) On
or prior to January 30th of the first year in which the Trust Administrator
is
able to do so under applicable law, the Trust Administrator shall prepare and
file a Form 15 relating to the automatic suspension of reporting in respect
of
the Trust under the Exchange Act.
(B) In
the event that the Trust Administrator is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required
to
be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth
in
this Agreement or for any other reason, the Trust Administrator shall promptly
notify the Depositor and the Master Servicer. In the case of Form
10-D and 10-K, the Depositor, the Master Servicer and the Trust Administrator
shall cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as
applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case
of Form 8-K, the Trust Administrator will, upon receipt of all required Form
8-K
Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next Form 10-D. In the
event that any previously filed Form 8-K, 10-D or 10-K needs to be amended,
and
such amendment relates to any Additional Disclosure, the Trust Administrator
shall notify the Depositor and the parties affected thereby and such parties
will cooperate to prepare any necessary Form 8-KA, 10-DA or
10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or
10-K shall be signed by a duly authorized officer of the Master
Servicer. The parties hereto acknowledge that the performance by the
Master Servicer and the Trust Administrator of their respective duties under
this Section 4.06(a)(v) related to the timely preparation, execution and filing
of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is
contingent upon the Master Servicer and the Depositor timely performing their
duties under this Section. Neither the Master Servicer nor the Trust
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, execute
and/or timely file any such Form 15, Form 12b-25 or any amendments to Form
8-K,
10-D or 10-K, where such failure results from the Master Servicer’s or the Trust
Administrator’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K,
not resulting from its own negligence, bad faith or willful
misconduct.
The
Depositor agrees to promptly furnish to the Trust Administrator, from time
to
time upon request, such further information, reports and financial statements
within its control related to this Agreement or the Mortgage Loans as the Trust
Administrator reasonably deems appropriate to prepare and file all necessary
reports with the Commission. The Trust Administrator shall have no
responsibility to file any items other than those specified in this Section
4.06; provided, however, the Trust Administrator shall cooperate with the
Depositor in connection with any additional filings with respect to the Trust
Fund as the Depositor deems necessary under the Exchange Act. Fees
and expenses incurred by the Trust Administrator in connection with this Section
4.06 shall not be reimbursable from the Trust Fund.
(b) Without
limiting any other indemnification provided pursuant to any other Section of
this Agreement, the Trust Administrator shall indemnify and hold harmless,
the
Depositor and the Master Servicer and each of their respective officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the Trust
Administrator’s obligations under Sections 3.21 or 4.06 or the Trust
Administrator’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Trust Administrator shall indemnify and hold
harmless the Depositor and each of its officers, directors and affiliates and
the Master Servicer from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that (i) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
Back-Up Certification, the Assessment of Compliance, any Additional Disclosure
or other information provided by the Trust Administrator pursuant to Section
3.21 or 4.06 (the “Trust Administrator Information”), or (ii) arise out of or
are based upon the omission or alleged omission to state therein a material
fact
required to be stated therein or necessary to make the statements therein,
in
light of the circumstances in which they were made, not misleading; provided,
by
way of clarification, that clause (ii) of this paragraph shall be construed
solely by reference to the Trust Administrator Information and not to any other
information communicated in connection with the Certificates, without regard
to
whether the Trust Administrator Information or any portion thereof is presented
together with or separately from such other information.
Without
limiting any other indemnification provided pursuant to any other Section of
this Agreement, the Master Servicer shall indemnify and hold harmless the Trust
Administrator and the Depositor and each of its respective officers, directors
and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Master Servicer under Sections 3.20, 3.21 and 4.06 or the
Master Servicer’s negligence, bad faith or willful misconduct in connection
therewith In addition, the Master Servicer shall indemnify and hold harmless
the
Depositor and each of its officers, directors and affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising
out
of or based upon (i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Master Servicer
Certification, the Annual Statement of Compliance, the Assessment of Compliance,
any Additional Disclosure or other information provided by the Master Servicer
pursuant to Section 3.20, 3.21 or 4.06 (the “Master Servicer Information”), or
(ii) arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the
statements therein, in light of the circumstances in which they were made,
not
misleading; provided, by way of clarification, that clause (ii) of this
paragraph shall be construed solely by reference to the Master Servicer
Information and not to any other information communicated in connection with
the
Certificates, without regard to whether the Master Servicer Information or
any
portion thereof is presented together with or separately from such other
information.
In
addition, without limiting any other indemnification provided pursuant to any
other Section of this Agreement, the Paying Agent shall indemnify and hold
harmless the Depositor and its officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of third party claims based upon a breach of the Paying
Agent’s obligations under Section 4.06. If the indemnification
provided for under this paragraph is unavailable or insufficient to hold
harmless the Depositor, then the Paying Agent 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 Paying
Agent
on the other. Notwithstanding the foregoing, in no event shall the Paying Agent
be liable under this paragraph for any consequential, indirect or punitive
damages.
SECTION
4.07
|
Distributions
and Allocations of Realized Losses on the REMIC Regular
Interests.
|
With
respect to the Group 2 Mortgage Loans
(a) Interest
shall be payable to the REMIC II-A Regular Interests at the REMIC II-A
Remittance Rate for each such REMIC II-A Regular Interest on the related
Uncertificated Balance.
(b) Distributions
of principal shall be deemed to be made from amounts received on the Group
2
Mortgage Loans to the REMIC II-A Regular Interests, first, so as to keep the
Uncertificated Balance of each REMIC II-A Regular Interest ending with the
designation “B” equal to 10% of the aggregate Scheduled Principal Balance of the
Group 2 Mortgage Loans in the related Loan Group; second, to each REMIC II-A
Regular Interest ending with the designation “A,” so that the Uncertificated
Balance of each such REMIC II-A Regular Interest is equal to 10% of the excess
of (x) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans
in
the related Loan Group over (y) the aggregate Certificate Principal Balance
of
the related Senior Certificates (except that if any such excess is a larger
number than in the preceding distribution period, the least amount of principal
shall be distributed to such REMIC II-A Regular Interests such that the REMIC
II-A Subordinated Balance Ratio is maintained); and third, any remaining
principal to REMIC II-A Regular Interest LT-ZZ.
(c) Reserved.
(d) Interest
shall be payable to the REMIC II-B Regular Interests at the REMIC II-B
Remittance Rate for each such REMIC II-B Regular Interest on the related
Uncertificated Balance.
(e) Distributions
of principal shall be deemed to be made from amounts received on the Group
2
Mortgage Loans to the REMIC II-B Regular Interests to each REMIC II-B Regular
Interest in the same manner as such amounts are distributed to the Corresponding
Certificate as set forth in Section 4.01 hereof.
(f) Realized
Losses on the Group 2 Mortgage Loans shall be applied after all distributions
have been made on each Distribution Date first, so as to keep the Uncertificated
Balance of each REMIC II-A Regular Interest ending with the designation “B”
equal to 10% of the aggregate Scheduled Principal Balance of the Group 2
Mortgage Loans in the related Loan Group; second, to each REMIC II-A Regular
Interest ending with the designation “A,” so that the Uncertificated Balance of
each such REMIC II-A Regular Interest is equal to 10% of the excess of (x)
the
aggregate Stated Principal Balance of the Group 2 Mortgage Loans in the related
Loan Group over (y) the aggregate Certificate Principal Balance of the related
Senior Certificates (except that if any such excess is a larger number than
in
the preceding distribution period, the least amount of Realized Losses shall
be
applied to such REMIC II-A Regular Interests such that the REMIC II-A
Subordinated Balance Ratio is maintained); and third, any remaining Realized
Losses on the Mortgage Loans shall be allocated to REMIC II-A Regular Interest
LT-ZZ. Interest shall be payable to the REMIC II-A Regular Interests at the
REMIC II-A Remittance Rate for each such REMIC II-A Regular Interest on the
related Uncertificated Balance.
(g) Realized
Losses on the Group 2 Mortgage Loans shall be allocated to the REMIC II-B
Regular Interests in the same manner as such Realized Losses are allocated
to
the Corresponding Certificate to each REMIC II-B Regular Interest as set forth
in Section 4.04 hereof.
(h) Interest
as set forth in Section 4.04 hereof.
With
respect to the Group 3 Mortgage Loans
(a) Interest
shall be payable to the REMIC III-A Regular Interests at the REMIC III-A
Remittance Rate for each such REMIC III-A Regular Interest on the related
Uncertificated Balance.
(b) Distributions
of principal shall be deemed to be made from amounts received on the Group
3
Mortgage Loans to the REMIC III-A Regular Interests, first, so as to keep the
Uncertificated Balance of each REMIC III-A Regular Interest ending with the
designation “B” equal to 10% of the aggregate Scheduled Principal Balance of the
Group 3 Mortgage Loans in the related Loan Group; second, to each REMIC III-A
Regular Interest ending with the designation “A,” so that the Uncertificated
Balance of each such REMIC III-A Regular Interest is equal to 10% of the excess
of (x) the aggregate Stated Principal Balance of the Group 3 Mortgage Loans
in
the related Loan Group over (y) the aggregate Certificate Principal Balance
of
the related Senior Certificates (except that if any such excess is a larger
number than in the preceding distribution period, the least amount of principal
shall be distributed to such REMIC III-A Regular Interests such that the REMIC
III-A Subordinated Balance Ratio is maintained); and third, any remaining
principal to REMIC III-A Regular Interest LT-ZZ.
(c) Reserved.
(d) Interest
shall be payable to the REMIC III-B Regular Interests at the REMIC III-B
Remittance Rate for each such REMIC III-B Regular Interest on the related
Uncertificated Balance.
(e) Distributions
of principal shall be deemed to be made from amounts received on the Group
3
Mortgage Loans to the REMIC III-B Regular Interests to each REMIC III-B Regular
Interest in the same manner as such amounts are distributed to the Corresponding
Certificate as set forth in Section 4.01 hereof.
(f) Realized
Losses on the Group 3 Mortgage Loans shall be applied after all distributions
have been made on each Distribution Date first, so as to keep the Uncertificated
Balance of each REMIC III-A Regular Interest ending with the designation “B”
equal to 10% of the aggregate Scheduled Principal Balance of the Group 3
Mortgage Loans in the related Loan Group; second, to each REMIC III-A Regular
Interest ending with the designation “A,” so that the Uncertificated Balance of
each such REMIC III-A Regular Interest is equal to 10% of the excess of (x)
the
aggregate Stated Principal Balance of the Group 3 Mortgage Loans in the related
Loan Group over (y) the aggregate Certificate Principal Balance of the related
Senior Certificates (except that if any such excess is a larger number than
in
the preceding distribution period, the least amount of Realized Losses shall
be
applied to such REMIC III-A Regular Interests such that the REMIC III-A
Subordinated Balance Ratio is maintained); and third, any remaining Realized
Losses on the Mortgage Loans shall be allocated to REMIC III-A Regular Interest
LT-ZZ. Interest shall be payable to the REMIC III-A Regular Interests at the
REMIC III-A Remittance Rate for each such REMIC III-A Regular Interest on the
related Uncertificated Balance.
(g) Realized
Losses on the Group 3 Mortgage Loans shall be allocated to the REMIC III-B
Regular Interests in the same manner as such Realized Losses are allocated
to
the Corresponding Certificate or Corresponding Underlying Interest to
each REMIC III-B Regular Interest as set forth in Section 4.04
hereof.
(h) Interest
as set forth in Section 4.04 hereof.
SECTION
4.08
|
Grantor
Trust Reporting.
|
The
parties intend that the Grantor Trust, which consists of the Underlying
Interests, the Swap Account, the Swap Collateral Account and the Swap Agreement,
shall constitute, and that the affairs of the Grantor Trust shall be conducted
so as to qualify such portion as, a “grantor trust” under subpart E, Part I of
subchapter J of the Code, and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, the Trust
Administrator shall (A) file, or cause to be filed, Internal Revenue Service
Form 1041 or such other form as may be applicable with the Internal Revenue
Service and (B) furnish, or cause to be furnished, to the Group 3 Floating
Rate
Certificateholders, their allocable share of income and expense with respect
to
the Underlying Interest and the Swap Agreement, each in the time or times and
in
the manner required by the Code.
SECTION
4.09
|
Reserved.
|
SECTION
4.10
|
Swap
Agreement; Establishment of Swap Account and Grantor
Trust.
|
The
Depositor hereby directs the Grantor Trust Trustee, solely in its capacity
as
trustee of the Grantor Trust, to enter into and execute the Swap Agreement
and
make all representations and warranties contained therein on behalf of the
Grantor Trust.
On
the
Closing Date, there is hereby established a separate grantor trust (the “Grantor
Trust”), the assets of which shall consist of Underlying Interests and the Swap
Agreement. No later than the Closing Date, the Paying Agent shall
establish and maintain a separate, segregated trust account on behalf of the
Grantor Trust Trustee (the “Swap Account”), for the benefit of the Group 3
Floating Rate Certificateholders. 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 Paying Agent held pursuant to this Agreement. Amounts in
the
Swap Account shall be held uninvested and funds must be distributed on the
first
Distribution Date following deposit into the Swap Account pursuant to Section
4.12. Funds on deposit in the Swap Account shall be distributed in
the amounts and in the order of priority described under Section
4.12. For federal income tax purposes, the Grantor Trust, including
the Swap Account, shall be owned by the Holders of the Group 3 Floating Rate
Certificates.
Amounts
payable by the Paying Agent on behalf of the Grantor Trust to the Swap Provider
and amounts payable from the Swap Provider to the Swap Account will be allocated
in accordance with Section 4.12 hereof.
In
the
event that the Swap Provider fails to perform any of its obligations under
the
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 Swap Agreement)
occurs with respect to the Swap Agreement, the Paying Agent shall, promptly
following actual notice of such failure, breach or event, notify the Depositor
and send any notices and make any demands, on behalf of the Grantor Trust,
required to enforce the rights of the Grantor Trust under the Swap
Agreement.
In
the
event that the Swap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Swap Agreement (such guaranty the “Swap Guaranty” and
such third party the “Swap Guarantor”), then to the extent that the 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 Swap Agreement, the Paying
Agent
shall, promptly following actual notice of the Swap Provider’s failure to pay,
demand that the Swap Guarantor make any and all payments then required to be
made by the Swap Guarantor pursuant to such Swap Guaranty; provided, that the
Paying Agent shall in no event be liable for any failure or delay in the
performance by the Swap Provider or any Swap Guarantor of its obligations
hereunder or pursuant to the Swap Agreement and the Swap 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
the occurrence or designation of an
Early Termination Date (as defined in the Swap Agreement), the Grantor 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 identical to the Swap Agreement, with a
successor swap provider meeting all applicable eligibility requirements.
If the
Grantor Trust Trustee receives a Swap Termination Payment from the Swap Provider
in connection with such early termination, the Grantor Trust Trustee will
apply
such Swap Termination Payment to any upfront payment required to appoint
the
successor swap provider. If the Grantor Trust Trustee is required to pay
a Swap
Termination Payment to the Swap Provider in connection with such early
termination, the Grantor Trust Trustee will apply any upfront payment received
from the successor swap provider to pay such Swap Termination
Payment.
If
the
Grantor Trust is unable to appoint a successor swap provider within 30 days
of
the early termination, then the Grantor Trust Trustee will deposit any Swap
Termination Payment received from the original Swap Provider into the Swap
Account, and such Swap Termination Payment will be distributed in accordance
with the Section 4.12 of this Agreement.
SECTION
4.11
|
Swap
Credit Support Annex.
|
The
Paying Agent is hereby directed to perform the obligations of the custodian
as
defined under the Swap Credit Support Annex (the “Swap
Custodian”). If at any time the Swap Custodian does not have credit
ratings from S&P and Fitch at least equal to the Swap Custodian Required
Rating Threshold, the Grantor Trust Trustee, at the direction of the Depositor,
must within 60 days obtain a replacement swap custodian with credit ratings
from
S&P and Fitch at least equal to the Swap Custodian Required Rating
Threshold.
On
or
before the Closing Date, the Swap Custodian shall establish a collateral account
(the “Swap Collateral Account”). The Swap Collateral Account shall be
held in the name of the Swap Custodian in trust for the benefit of the Holders
of Certificates. The Swap Collateral Account must be an Eligible
Account and shall be entitled “Citigroup Mortgage Loan Trust 2007-10, Mortgage
Pass-Through Certificates, Series 2007-10, Swap Collateral Account, Citibank,
N.A., as Swap Custodian for the benefit of holders of Citigroup Mortgage Loan
Trust 2007-10, Mortgage Pass-Through Certificates, Series 2007-10.”
The
Swap
Custodian shall credit to the Swap Collateral Account all collateral (whether
in
the form of cash or securities) posted by the Swap Provider to secure the
obligations of the Swap Provider in accordance with the terms of the Swap
Agreement. Except for investment earnings, the Swap Provider shall
not have any legal, equitable or beneficial interest in the Swap Collateral
Account other than in accordance with this Agreement, the 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 Swap Provider in accordance with the Swap Credit
Support Annex shall be invested at the direction of the 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 Swap Provider.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined in
the
Swap Agreement) with respect to the Swap Provider or upon occurrence or
designation of an Early Termination Date (as defined in the Swap Agreement)
as a
result of any such Event of Default or Specified Condition with respect to
the
Swap Provider, and, in either such case, unless the 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 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 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 Agreement) to the
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
|
Distributions
from Grantor Trust.
|
On
each
Distribution Date on or prior to the termination of the Swap Agreement, the
Paying Agent, on behalf of the Grantor Trust, shall distribute, from funds
on
deposit in the Swap Account, the following amounts to the Swap Provider, in
the
following order of priority:
(i) on
each Distribution Date on or prior to the termination of the Swap Agreement,
to
the Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant
to
the Swap Agreement for such Distribution Date, payable solely from amounts
in
the Swap Account representing interest received on the Underlying
Interests;
(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 Swap Agreement, payable
first, from any remaining amounts in the Swap Account representing interest
received on the Underlying Interests, and second, from amounts in the Swap
Account representing principal received on the Underlying Interests;
and
(iii) to
the Swap Provider, any Swap Termination Payment owed to the Swap Provider due
to
a Swap Provider Trigger Event pursuant to the Swap Agreement, payable from
any
remaining amounts in the Swap Account after taking into account the
distributions from the Swap Account to the Group 3 Floating Rate Certificates
pursuant to clauses (i) and (ii) of the paragraph below.
On
each
Distribution Date, the Paying Agent, on behalf of the Grantor Trust, shall
distribute, from funds on deposit in the Swap Account, the following amounts
to
the holders of the Group 3 Floating Rate Certificates, in the following order
of
priority:
(i) to
the Class 31AA Certificates, Class 3A1A Certificates, Class 3A1B Certificates,
Class 3A1C Certificates and the Class 31AB Certificates, the Interest
Distribution Amount for each such class, but only to the extent of the product
of (x) One-Month LIBOR as determined pursuant to the Swap Agreement for the
related calculation period (as defined in the Swap Agreement), (y) the
Certificate Principal Balance of such Class immediately prior to such
Distribution Date and (z) a fraction, the numerator of which is equal to the
actual number of days in the related calculation period, and the denominator
of
which is 360, payable first, from amounts in the Swap Account representing
any
Net Swap Payment received by the Grantor Trust from the Swap Provider and any
Swap Termination Payment received by the Grantor Trust from the Swap Provider,
and second, from amounts in the Swap Account representing interest received
on
the Underlying Interests to the extent remaining after taking into account
the
distributions from the Swap Account to the Swap Provider pursuant to clauses
(i)
and (ii) of the paragraph above, on a pro rata basis based on the
entitlement of each such class to interest pursuant to this clause;
(ii) to
the Class 31AA Certificates, Class 3A1A Certificates, Class 3A1B Certificates,
Class 3A1C Certificates and the Class 31AB Certificates, the Interest
Distribution Amount for each such class remaining unpaid following the
distributions made pursuant to the immediately preceding clause (i) above,
payable solely from amounts in the Swap Account representing interest received
on the Underlying Interests remaining undistributed following the distributions
made pursuant to the immediately preceding clause (i), on a pro rata
basis based on the entitlement of each such class to interest pursuant
to
this clause;
(iii) to
the Class 31AA Certificates, Class 3A1A Certificates, Class 3A1B Certificates,
Class 3A1C Certificates and the Class 31AB Certificates, principal to each
such
class in an amount equal to the amount of principal distributed to the
Underlying Interest with the same alphanumeric designation, payable from any
remaining amounts in the Swap Account, on a pro rata basis until the Certificate
Principal Balance of each such class has been reduced to zero; and
(iv) to
the Class 31AA Certificates, Class 3A1A Certificates, Class 3A1B Certificates,
Class 3A1C Certificates and the Class 31AB Certificates, as a residual
distribution from the Grantor Trust, any amounts remaining in the Swap Account
after taking into account the distributions from the Swap Account to the Swap
Provider pursuant to clause (iii) of the paragraph above.
On
each
Distribution Date after the Swap Agreement Termination Date, the Paying Agent,
on behalf of the Grantor Trust, shall distribute to each Class of Group 3
Floating Rate Certificates, from funds on deposit in the Swap Account, all
amounts paid to the Underlying Interest with the same alphanumeric designation,
pursuant to Section 4.01(a).
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-47. The Certificates of each Class will be issuable in registered
form
only, in denominations of authorized Percentage Interests as described in the
definition thereof. Each Certificate will share ratably in all rights of the
related Class.
Upon
original issue, the Certificates shall be executed by the Paying Agent and
delivered by the Authenticating Agent to or upon the order of the Depositor.
The
Certificates shall be executed and attested by manual or facsimile signature
on
behalf of the Paying Agent by an authorized signatory. Certificates bearing
the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Paying Agent shall bind the Paying Agent,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the execution, authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
shall be conclusive evidence, and the only evidence, that such Certificate
has
been duly authenticated and delivered hereunder. All Certificates shall be
dated
the date of their authentication.
(b) The
Book-Entry Certificates shall initially be issued as one or more Certificates
held by the Book-Entry Custodian or, if appointed to hold such Certificates
as
provided below, the Depository and registered in the name of the Depository
or
its nominee and, except as provided below, registration of such Certificates
may
not be transferred by the Certificate Registrar except to another Depository
that agrees to hold such Certificates for the respective Certificate Owners
with
Ownership Interests therein. The Certificate Owners shall hold their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided below, shall not be
entitled to definitive, fully registered Certificates (“Definitive
Certificates”) in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book- Entry
Certificates shall be made in accordance with the procedures established by
the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in
the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository’s normal
procedures. The Paying Agent is hereby initially appointed as the Book-Entry
Custodian and hereby agrees to act as such in accordance herewith and in
accordance with the agreement that it has with the Depository authorizing it
to
act as such. The Book-Entry Custodian may, and if it is no longer qualified
to
act as such, the Book-Entry Custodian shall, appoint, by a written instrument
delivered to the Depositor, the Master Servicer and the Trust Administrator
and
any other transfer agent (including the Depository or any successor Depository)
to act as Book-Entry Custodian under such conditions as the predecessor
Book-Entry Custodian and the Depository or any successor Depository may
prescribe, provided that the predecessor Book-Entry Custodian shall not be
relieved of any of its duties or responsibilities by reason of any such
appointment of other than the Depository. If the Paying Agent resigns or is
removed in accordance with the terms hereof, the successor Paying Agent or,
if
it so elects, the Depository shall immediately succeed to its predecessor’s
duties as Book-Entry Custodian. The Depositor shall have the right to inspect,
and to obtain copies of, any Certificates held as Book-Entry Certificates by
the
Book-Entry Custodian.
The
Trustee, the Trust Administrator, the Master Servicer, the Paying Agent, the
Authenticating Agent, the Certificate Registrar and the Depositor may for all
purposes (including the making of payments due on the Book-Entry Certificates)
deal with the Depository as the authorized representative of the Certificate
Owners with respect to the Book-Entry Certificates for the purposes of
exercising the rights of Certificateholders hereunder. The rights of Certificate
Owners with respect to the Book-Entry Certificates shall be limited to those
established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository
as
Holder of the Book-Entry Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Paying Agent may establish a reasonable record date
in
connection with solicitations of consents from or voting by Certificateholders
and shall give notice to the Depository of such record date.
If
(i)(A)
the Depositor advises the Trust Administrator, the Paying Agent and the
Certificate Registrar in writing that the Depository is no longer willing or
able to properly discharge its responsibilities as Depository, and (B) the
Depositor is unable to locate a qualified successor or (ii) after the occurrence
of a Master Servicer Event of Default, Certificate Owners representing in the
aggregate not less than 51% of the Ownership Interests of the Book-Entry
Certificates advise the Trust Administrator, the Paying Agent and the
Certificate Registrar through the Depository, in writing, that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Certificate Registrar shall notify all
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Certificate Registrar of the Book-
Entry Certificates by the Book-Entry Custodian or the Depository, as applicable,
accompanied by registration instructions from the Depository for registration
of
transfer, the Paying Agent shall issue the Definitive Certificates. Such
Definitive Certificates will be issued in minimum denominations of $100,000,
except that any beneficial ownership that was represented by a Book-Entry
Certificate in an amount less than $100,000 immediately prior to the issuance
of
a Definitive Certificate shall be issued in a minimum denomination equal to
the
amount represented by such Book-Entry Certificate. None of the Depositor, the
Master Servicer, the Trust Administrator, the Authenticating Agent, the Paying
Agent, the Certificate Registrar nor the Trustee shall be liable for any delay
in the delivery of such instructions and may conclusively rely on, and shall
be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed
by
the Certificate Registrar and the Paying Agent, to the extent applicable with
respect to such Definitive Certificates, and the Certificate Registrar and
the
Paying Agent shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
SECTION
5.02
|
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Certificate Registrar shall cause to be kept at one of the offices or agencies
to be appointed by the Trust Administrator in accordance with the provisions
of
Section 8.12 a Certificate Register for the Certificates in which, subject
to
such reasonable regulations as it may prescribe, the Certificate Registrar
shall
provide for the registration of Certificates and of transfers and exchanges
of
Certificates as herein provided.
(b) No
transfer of any Private Certificate or Ownership Interest therein shall be
made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the “1933 Act”), and an effective
registration or qualification under applicable state securities laws, or is
made
in a transaction that does not require such registration or qualification.
In
the event that such a transfer of a Private Certificate is to be made without
registration or qualification (other than in connection with the initial
transfer of any such Certificate by the Depositor to an affiliate of the
Depositor), the Certificate Registrar shall require, receipt of written
certifications from the Certificateholder desiring to effect the transfer and
from such Certificateholder’s prospective transferee, substantially in the forms
attached hereto as Exhibit F-1, or in the case of any Definitive Certificate,
an
opinion of Counsel satisfactory to it that such transfer may be made without
such registration (which Opinion of Counsel shall not be an expense of the
Trust
Fund or of the Depositor, the Trustee, the Trust Administrator, the
Certificate Registrar, the Authenticating Agent , the Paying Agent, the Master
Servicer in its capacity as such or any Sub-Servicer), together with copies
of
the written certification(s) of the Certificateholder desiring to effect the
transfer and/or such Certificateholder’s prospective transferee upon which such
Opinion of Counsel is based, if any. In the event of any such
transfer of any Ownership Interest in any Private Certificate that is a
Book-Entry Certificate, except with respect to the initial transfer of any
such
Certificate by the Depositor, such transfer shall be required to be made in
reliance upon Rule 144A under the 1933 Act, and the transferor will be deemed
to
have made each of the representations and warranties set forth on Exhibit F-1
hereto in respect of such interest as if it was evidenced by a Definitive
Certificate and the transferee will be deemed to have made each of the
representations and warranties set forth on Exhibit F-1 hereto in respect of
such interest as if it was evidenced by a Definitive
Certificate. None of the Depositor or the Trustee is obligated to
register or qualify any such Certificates under the 1933 Act or any other
securities laws or to take any action not otherwise required under this
Agreement to permit the transfer of such Certificates without registration
or
qualification. Any Certificateholder desiring to effect the transfer of any
such
Certificate or Ownership Interest therein shall, and does hereby agree to,
indemnify the Trustee, the Trust Administrator, the Certificate Registrar,
the
Paying Agent, the Authenticating Agent, the Master Servicer and the Depositor
against any liability that may result if the transfer is not so exempt or is
not
made in accordance with such federal and state laws.
(c) (i) No
transfer of a Class 3P Certificate or a Residual Certificate or any interest
therein shall be made to any Plan subject to ERISA or Section 4975 of the Code,
any Person acting, directly or indirectly, on behalf of any such Plan or any
Person acquiring such Certificates with “Plan Assets” of a Plan within the
meaning of the DOL Regulations, as modified by Section 3(42) of ERISA (“Plan
Assets”) as certified by such transferee in the form of Exhibit G, unless the
Certificate Registrar is provided with an Opinion of Counsel on which the
Certificate Registrar, the Depositor, the Trustee, the Trust Administrator,
the
Paying Agent, the Authenticating Agent and the Master Servicer may rely, to
the
effect that the purchase and holding of such Certificates will be permissible
under applicable law, ERISA and the Code, will not constitute or result in
any
non-exempt prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Paying Agent, the Authenticating Agent, the Certificate
Registrar or the Trust Fund to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be
an
expense of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Paying Agent, the Authenticating Agent, the Certificate
Registrar or the Trust Fund. In lieu of such Opinion of Counsel, any prospective
Transferee of such Certificates may provide a certification in the form of
Exhibit G to this Agreement (or other form acceptable to the Depositor, the
Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent,
the Authenticating Agent and the Master Servicer), which the Certificate
Registrar may rely upon without further inquiry or investigation. Neither a
certification nor an Opinion of Counsel will be required in connection with
the
initial transfer of any such Certificate by the Depositor to an Affiliate of
the
Depositor (in which case, the Depositor or any Affiliate thereof shall have
deemed to have represented that such Affiliate is not a Plan or a Person
investing Plan Assets) and the Certificate Registrar shall be entitled to
conclusively rely upon a representation (which, upon the request of the
Certificate Registrar, shall be a written representation) from the Depositor
of
the status of such transferee as an affiliate of the Depositor.
(ii) Prior
to
the termination of the Swap Agreement, each beneficial owner of a Group 3
Floating Rate Certificate or any interest therein shall represent or be deemed
to have represented, by virtue of its acquisition or holding of such
Certificate or interest therein, that either (i) it is not a Plan or (ii) (A)
it
is an accredited investor within the meaning of the Underwriter’s Exemption
(as defined below) and (B) the acquisition and holding of such Certificate
and
the separate right to receive payments from the Swap Agreement are eligible
for the exemptive relief available under Prohibited Transaction Class Exemption
(“PTCE”) 84-14, 90-1, 91-38, 95-60 or 96-23.
(iii) Each
beneficial owner of a Subordinate Certificate or any interest therein shall
be
deemed to have represented, by virtue of its acquisition and holding of such
Certificate or interest therein, that either (A) it is not a Plan or investing
with Plan Assets, (B) other than with respect to a Private Certificate, it
has
acquired and is holding such Certificate in reliance on the exemption granted
by
the Department of Labor on April 18, 1991 as Prohibited Transaction Exemption
(“PTE”) 91-23 at 56 F.R. 15936, as amended by XXX 00-00, XXX 0000-00, XXX
0000-00 and further amended on March 20, 2007 by PTE 2007-05 at 72 F.R. 13130
(the “Underwriter’s Exemption”), and it understands that there are certain
conditions to the availability of the Underwriter’s Exemption, including that
the certificate must be rated, at the time of purchase, not lower than “BBB-”
(or its equivalent) by Fitch, Moody’s, Dominion Bond Rating Service, Limited
(known as DBRS Limited), Dominion Bond Rating Service, Inc. (known as DBRS,
Inc.) or S&P, or (C) (i) it is an insurance company, (ii) the source of
funds used to acquire or hold the Certificate or interest therein is an
“insurance company general account,” as defined in PTCE 95-60, and (iii) the
conditions in Sections I and III of PTCE 95-60 have been satisfied.
(iv) If
any
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding three 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
three paragraphs shall indemnify and hold harmless the Depositor, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar,
the
Paying Agent, the Authenticating Agent and the Trust Fund from and against
any
and all liabilities, claims, costs or expenses incurred by those parties as
a
result of that acquisition or holding.
(d) (i) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions and to have irrevocably
authorized the Paying Agent or its designee under clause (iii)(A) below to
deliver payments to a Person other than such Person and to negotiate the terms
of any mandatory sale under clause (iii)(B) below and to execute all instruments
of Transfer and to do all other things necessary in connection with any such
sale. The rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(A) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Certificate
Registrar of any change or impending change in its status as a Permitted
Transferee.
(B) In
connection with any proposed Transfer of any Ownership Interest in a Residual
Certificate, the Certificate Registrar shall require delivery to it and shall
not register the Transfer of any Residual Certificate until its receipt of
an
affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form
attached hereto as Exhibit F-2, from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in the Residual Certificate
that
is the subject of the proposed Transfer as a nominee, trustee or agent for
any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in a Residual Certificate, it will endeavor to
remain a Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(d) and agrees to be bound by them.
(C) Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
under clause (B) above, if a Responsible Officer of the Certificate Registrar
who is assigned to this transaction has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Residual Certificate to such proposed Transferee shall be
effected.
(D) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer its Ownership Interest in a
Residual Certificate and (y) not to transfer its Ownership Interest unless
it
provides a transferor affidavit (a “Transferor Affidavit”), in the form attached
hereto as Exhibit F-2, to the Certificate Registrar stating that, among other
things, it has no actual knowledge that such other Person is not a
Permitted Transferee.
(E) Each
Person holding or acquiring an Ownership Interest in a Residual Certificate,
by
purchasing an Ownership Interest in such Certificate, agrees to
give the Certificate Registrar written notice that it is a
“pass-through interest holder” within the meaning of temporary Treasury
regulation Section 1.67- 3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Residual Certificate, if it is, or is holding an Ownership
Interest in a Residual Certificate on behalf of, a “pass-through interest
holder.”
(ii) The
Certificate Registrar will register the Transfer of any Residual Certificate
only if it shall have received the Transfer Affidavit and Agreement and all
of
such other documents as shall have been reasonably required by the Certificate
Registrar as a condition to such registration. In addition, no Transfer of
a
Residual Certificate shall be made unless the Certificate Registrar shall have
received a representation letter from the Transferee of such Certificate to
the
effect that such Transferee is a Permitted Transferee.
(iii) (A) If
any purported Transferee shall become a Holder of a Residual Certificate in
violation of the provisions of this Section 5.02(d), then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to
all
rights as Holder thereof retroactive to the date of registration of such
Transfer of such Residual Certificate. The Certificate Registrar shall be under
no liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by this Section 5.02(d) or for making
any payments due on such Certificate to the Holder thereof or for taking any
other action with respect to such Holder under the provisions of this
Agreement.
(B) If
any
purported Transferee shall become a Holder of a Residual Certificate in
violation of the restrictions in this Section 5.02(d) and to the extent that
the
retroactive restoration of the rights of the Holder of such Residual Certificate
as described in clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Certificate Registrar shall have the right, without
notice to the Holder or any prior Holder of such Residual Certificate, to sell
such Residual Certificate to a purchaser selected by the Certificate Registrar
on such terms as the Certificate Registrar may choose. Such purported Transferee
shall promptly endorse and deliver each Residual Certificate in accordance
with
the instructions of the Certificate Registrar. Such purchaser may be the
Certificate Registrar itself or any Affiliate of the Certificate Registrar.
The
proceeds of such sale, net of the commissions (which may
include commissions payable to the Certificate Registrar or its
Affiliates), expenses and taxes due, if any, will be remitted by the Certificate
Registrar to such purported Transferee. The terms and conditions of any sale
under this clause (iii)(B) shall be determined in the sole discretion of the
Certificate Registrar, and the Certificate Registrar shall not be liable to
any
Person having an Ownership Interest in a Residual Certificate as a result of
its
exercise of such discretion.
(iv) The
Trust
Administrator and the Certificate Registrar shall make available to the Internal
Revenue Service and those Persons specified by the REMIC Provisions all
information necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Residual Certificate to any Person who is a
Disqualified Organization, including the information described in Treasury
regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the
“excess inclusions” of such Residual Certificate and (B) as a result of any
regulated investment company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381 of the
Code
that holds an Ownership Interest in a Residual Certificate having as among
its
record holders at any time any Person which is a Disqualified Organization.
Reasonable compensation for providing such information may be accepted by the
Trust Administrator and the Certificate Registrar.
(v) The
provisions of this Section 5.02(d) set forth prior to this subsection (v) may
be
modified, added to or eliminated, provided that there shall have been delivered
to the Trust Administrator and the Certificate Registrar at the expense of
the
party seeking to modify, add to or eliminate any such provision the
following:
(A) written
notification from the Rating Agencies to the effect that the modification,
addition to or elimination of such provisions will not cause the
Rating Agencies to downgrade its then-current ratings of any Class of
Certificates; and
(B) an
Opinion of Counsel, in form and substance satisfactory to the Certificate
Registrar and the Trust Administrator, to the effect that such modification
of,
addition to or elimination of such provisions will not cause any Trust REMIC
to
cease to qualify as a REMIC and will not cause (x) any Trust REMIC to be subject
to an entity-level tax caused by the Transfer of any Residual Certificate to
a
Person that is not a Permitted Transferee or (y) a Person other than the
prospective transferee to be subject to a REMIC-tax caused by the Transfer
of a
Residual Certificate to a Person that is not a Permitted
Transferee.
(e) Subject
to the preceding subsections, upon surrender for registration of transfer of
any
Certificate at any office or agency of the Certificate Registrar maintained
for
such purpose pursuant to Section 8.12, the Certificate Registrar shall give
notice of such surrender to the Paying Agent and the Authenticating Agent.
Upon
receipt of such notice, the Paying Agent shall execute and the Authenticating
Agent shall authenticate and deliver, in the name of the designated Transferee
or Transferees, one or more new Certificates of the same Class of a like
aggregate Percentage Interest.
(f) At
the
option of the Holder thereof, any Certificate may be exchanged for other
Certificates of the same Class with authorized denominations and a like
aggregate Percentage Interest, upon surrender of such Certificate to be
exchanged at any office or agency of the Certificate Registrar maintained for
such purpose pursuant to Section 8.12. Whenever any Certificates are so
surrendered for exchange, upon notice from the Certificate Registrar, the Paying
Agent shall execute, and the Authenticating Agent shall authenticate and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer
or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.
(g) No
service charge to the Certificateholders shall be made for any transfer or
exchange of Certificates, but the Certificate Registrar may require payment
of a
sum sufficient to cover any tax or governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
(h) All
Certificates surrendered for transfer and exchange shall be canceled and
destroyed by the Certificate Registrar in accordance with its customary
procedures.
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receive evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Certificate
Registrar, the Trustee and the Trust Administrator such security or indemnity
as
may be required by them to save each of them harmless, then, in the absence
of
actual knowledge by the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Paying Agent shall execute, and the
Authenticating Agent shall authenticate and deliver, in exchange for or in
lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of the same Class and of like denomination and Percentage Interest. Upon the
issuance of any new Certificate under this Section, the Certificate Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the
applicable REMIC created hereunder, as if originally issued, whether or not
the
lost, stolen or destroyed Certificate shall be found at any time.
SECTION
5.04
|
Persons
Deemed Owners.
|
The
Depositor, the Master Servicer, the Trustee, the Trust Administrator, the
Certificate Registrar, the Authenticating Agent, the Paying Agent and any agent
of any of them may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever, and none of
the
Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Certificate Registrar, the Authenticating Agent,
the Paying Agent or any agent of any of them shall be affected by notice to
the
contrary.
SECTION
5.05
|
Certain
Available Information.
|
The
Paying Agent shall maintain at its Corporate Trust Office and shall make
available free of charge during normal business hours for review by any Holder
of a Certificate or any Person identified to the Paying Agent as a prospective
transferee of a Certificate, originals or copies of the following items: (A)
this Agreement and any amendments hereof entered into pursuant to Section 11.01,
(B) all monthly statements required to be delivered to Certificateholders of
the
relevant Class pursuant to Section 4.02 since the Closing Date, and all other
notices, reports, statements and written communications delivered to the
Certificateholders of the relevant Class pursuant to this Agreement since the
Closing Date, (C) all certifications delivered by a Responsible Officer of
the
Trust Administrator since the Closing Date pursuant to Section 10.01(h), (D)
any
and all Officers’ Certificates delivered to the Trust Administrator or the
Paying Agent by the Master Servicer since the Closing Date to evidence the
Master Servicer’s determination that any P&I Advance was, or if made, would
be a Nonrecoverable P&I Advance and (E) any and all Officers’ Certificates
delivered to the Trust Administrator or the Paying Agent by the Master Servicer
since the Closing Date pursuant to Section 4.04(a). Copies and mailing of any
and all of the foregoing items will be available from the Paying Agent upon
request at the expense of the person requesting the same.
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
SECTION
6.01
|
Liability
of the Depositor and the Master
Servicer.
|
The
Depositor and the Master Servicer each shall be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement
and
undertaken hereunder by the Depositor and the Master Servicer
herein.
SECTION
6.02
|
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
Subject
to the following paragraph, the Depositor will keep in full effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation. Subject to the following paragraph, the
Master Servicer will keep in full effect its existence, rights and franchises
as
a corporation under the laws of the jurisdiction of its incorporation and its
qualification as an approved conventional seller/servicer for Xxxxxx Xxx or
Xxxxxxx Mac in good standing. The Depositor and the Master Servicer each will
obtain and preserve its qualification to do business as a foreign corporation
in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates
or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The
Depositor or the Master Servicer may be merged or consolidated with or into
any
Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the
Depositor or the Master Servicer shall be a party, or any Person succeeding
to
the business of the Depositor or the Master Servicer, shall be the successor
of
the Depositor or the Master Servicer, as the case may be, hereunder, without
the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person to the Master Servicer shall
be
qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac;
and
provided further that the Rating Agencies’ ratings of the Certificates rated
thereby and in effect immediately prior to such merger or consolidation will
not
be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter
to such effect from the Rating Agencies).
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Master Servicer and
Others.
|
None
of
the Depositor, the Master Servicer or any of the directors, officers, employees
or agents of the Depositor or the Master Servicer shall be under any liability
to the Trust Fund or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Master Servicer or any such person against
any breach of warranties, representations or covenants made herein, or against
any specific liability imposed on the Master Servicer pursuant hereto, or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder. The Depositor, the
Master Servicer and any director, officer, employee or agent of the Depositor
or
the Master Servicer may rely in good faith on any document of any kind which,
PRIMA FACIE, is properly executed and submitted by any Person respecting any
matters arising hereunder. The Depositor, the Master Servicer and any director,
officer, employee or agent of the Depositor or the Master Servicer shall be
indemnified and held harmless by the Trust Fund against any loss, liability
or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and, in its opinion, does not involve it in any expense or
liability; provided, however, that each of the Depositor and the Master Servicer
may in its discretion undertake any such action which it may deem necessary
or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, unless the Depositor or the Master Servicer acts without the consent
of
Holders of Certificates entitled to at least 51% of the Voting Rights (which
consent shall not be necessary in the case of litigation or other legal action
by either to enforce their respective rights or defend themselves hereunder),
the legal expenses and costs of such action and any liability resulting
therefrom (except any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder
or
by reason of reckless disregard of obligations and duties hereunder) shall
be
expenses, costs and liabilities of the Trust Fund, and the Depositor (subject
to
the limitations set forth above) and the Master Servicer shall be entitled
to be
reimbursed therefor from the Collection Account as and to the extent provided
in
Section 3.11, any such right of reimbursement being prior to the rights of
the
Certificateholders to receive any amount in the Collection Account.
SECTION
6.04
|
Limitation
on Resignation of the Master
Servicer.
|
The
Master Servicer shall not resign from the obligations and duties hereby imposed
on it except (i) upon determination that its duties hereunder are no longer
permissible under applicable law or (ii) with the written consent of the Trustee
and the Trust Administrator, which consent may not be unreasonably withheld,
with written confirmation from the Rating Agencies (which confirmation shall
be
furnished to the Depositor, the Trustee and the Trust Administrator) that such
resignation will not cause the Rating Agencies to reduce the then current rating
of the Class A Certificates and provided that a qualified successor has agreed
to assume the duties and obligations of the Master Servicer hereunder. Any
such
determination pursuant to clause (i) of the preceding sentence permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
to such effect obtained at the expense of the Master Servicer and delivered
to
the Trustee and the Trust Administrator. No resignation of the Master Servicer
shall become effective until the Trustee or a successor servicer shall have
assumed the Master Servicer’s responsibilities, duties, liabilities (other than
those liabilities arising prior to the appointment of such successor) and
obligations under this Agreement.
Except
as
expressly provided herein, the Master Servicer shall not assign nor transfer
any
of its rights, benefits or privileges hereunder to any other Person, nor
delegate to or subcontract with, nor authorize or appoint any other Person
to
perform any of the duties, covenants or obligations to be performed by the
Master Servicer hereunder. If, pursuant to any provision hereof, the duties
of
the Master Servicer are transferred to a successor master servicer, the entire
amount of the Servicing Fee and other compensation payable to the Master
Servicer pursuant hereto shall thereafter be payable to such successor master
servicer.
SECTION
6.05
|
Rights
of the Depositor in Respect of the Master
Servicer.
|
The
Master Servicer shall afford (and any Sub-Servicing Agreement shall provide
that
each Sub-Servicer shall afford) the Depositor, the Trustee and the Trust
Administrator, upon reasonable notice, during normal business hours, access
to
all records maintained by the Master Servicer (and any such Sub-Servicer) in
respect of the Master Servicer’s rights and obligations hereunder and access to
officers of the Master Servicer (and those of any such Sub-Servicer) responsible
for such obligations. Upon request, the Master Servicer shall furnish to the
Depositor, the Trustee and the Trust Administrator its (and any such
Sub-Servicer’s) most recent financial statements of the parent company of the
Master Servicer and such other information relating to the Master Servicer’s
capacity to perform its obligations under this Agreement that it possesses.
Notwithstanding the foregoing, in the case of each Initial Sub-Servicer, such
access and information described in the preceding two sentences shall be
required to be provided only to the extent provided in the Sub-Servicing
Agreement. To the extent such information is not otherwise available to the
public, the Depositor, the Trustee and the Trust Administrator shall not
disseminate any information obtained pursuant to the preceding two sentences
without the Master Servicer’s written consent, except as required pursuant to
this Agreement or to the extent that it is appropriate to do so (i) in working
with legal counsel, auditors, taxing authorities or other governmental agencies,
rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Depositor, the Trustee, the Trust
Administrator or the Trust Fund, and in either case, the Depositor, the Trustee
or the Trust Administrator, as the case may be, shall use its best efforts
to
assure the confidentiality of any such disseminated non-public information.
The
Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer under this Agreement and may, but is not obligated to, perform, or
cause a designee to perform, any defaulted obligation of the Master Servicer
under this Agreement or exercise the rights of the Master Servicer under this
Agreement; provided that the Master Servicer shall not be relieved of any of
its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated
to
supervise the performance of the Master Servicer under this Agreement or
otherwise.
SECTION
6.06
|
Reserved.
|
SECTION
6.07
|
Reserved.
|
SECTION
6.08
|
Reserved.
|
ARTICLE
VII
DEFAULT
SECTION
7.01
|
Master
Servicer Events of Default.
|
“Master
Servicer Event of Default,” wherever used herein, means any one of the following
events:
(i) (A) any
failure by the Master Servicer to remit to the Paying Agent for distribution
to
the Certificateholders any payment (other than a P&I Advance required to be
made from its own funds on any Master Servicer Remittance Date pursuant to
Section 4.03) required to be made under the terms of the Certificates and this
Agreement which continues unremedied for a period of one Business Day
after the date upon which written notice of such failure, requiring the same
to
be remedied, shall have been given to the Master Servicer (with a copy to the
Paying Agent ) by the Depositor, the Trust Administrator or the Trustee (in
which case notice shall be provided by telecopy), or to the Master Servicer,
the
Depositor, the Trust Administrator, the Paying Agent and the Trustee by the
Holders of Certificates entitled to at least 25% of the Voting Rights; or (B)
any deemed Master Servicer Event of Default caused by a failure by the Master
Servicer to timely comply with its obligations under Section 3.19 or Section
3.20 or Section 4.06, taking into account any cure period allowed by the Trustee
at the direction of the Depositor that may be provided under such sections;
or
(ii) any
failure on the part of the Master Servicer duly to observe or perform in any
material respect any of the covenants or agreements on the part of the Master
Servicer contained in the Certificates or in this Agreement which continues
unremedied for a period of 30 days after the earlier of (i) the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Master Servicer by the Depositor, the Trust Administrator
or
the Trustee, or to the Master Servicer, the Depositor, the Trust
Administrator and the Trustee by the Holders of Certificates entitled to at
least 25% of the Voting Rights and (ii) actual knowledge of such failure by
a
Servicing Officer of the Master Servicer; or
(iii) a
decree
or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future
federal or state bankruptcy, insolvency or similar law or the appointment of
a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceeding, or for
the
winding-up or liquidation of its affairs, shall have been entered against the
Master Servicer and if such proceeding is being contested by the Master Servicer
in good faith such decree or order shall have remained in force undischarged
or
unstayed for a period of 60 consecutive days or results in the entry of an
order
for relief or any such adjudication or appointment; or
(iv) the
Master Servicer shall consent to the appointment of a conservator or receiver
or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or
of
or relating to all or substantially all of its property; or
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of
its
creditors, or voluntarily suspend payment of its obligations; or
(vi) any
failure of the Master Servicer to make, or of the Paying Agent to make on behalf
of the Master Servicer, any P&I Advance on any Master Servicer Remittance
Date required to be made from its own funds pursuant to Section
4.03.
If
a
Master Servicer Event of Default described in clauses (i) through (v) of this
Section shall occur, then, and in each and every such case, so long as such
Master Servicer Event of Default shall not have been remedied, the Depositor
or
the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
writing to the Master Servicer (and to the Depositor if given by the Trustee
or
to the Trustee if given by the Depositor), terminate all of the rights and
obligations of the Master Servicer in its capacity as a Master Servicer under
this Agreement, to the extent permitted by law, and in and to the Mortgage
Loans
and the proceeds thereof. If a Master Servicer Event of Default described in
clause (vi) hereof shall occur and shall not have been remedied by 1:00 p.m.
on
the related Distribution Date, the Paying Agent shall notify the Trustee of
the
same, and the Trustee shall be obligated to make such P&I Advance and, then
so long as such Master Servicer Event of Default shall not have been remedied
during the applicable time period set forth in clause (vi) above (including
the
reimbursement to the Trustee by the Master Servicer, with interest thereon
at
the Prime Rate, for any P&I Advance made), the Trustee shall, by notice in
writing to the Master Servicer and the Depositor, terminate all of the rights
and obligations of the Master Servicer in its capacity as a Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof.
On or after the receipt by the Master Servicer of such written notice, all
authority and power of the Master Servicer under this Agreement, whether with
respect to the Certificates (other than as a Holder of any Certificate) or
the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section and, without limitation, the Trustee is hereby
authorized and empowered, as attorney-in-fact or otherwise, to execute and
deliver on behalf of and at the expense of the Master Servicer, any and all
documents and other instruments and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Master Servicer agrees, at its
sole cost and expense, promptly (and in any event no later than ten Business
Days subsequent to such notice) to provide the Trustee with all documents and
records requested by it to enable it to assume the Master Servicer’s functions
under this Agreement, and to cooperate with the Trustee in effecting the
termination of the Master Servicer’s responsibilities and rights under this
Agreement, including, without limitation, the transfer within one Business
Day
to the Trustee for administration by it of all cash amounts which at the time
shall be or should have been credited by the Master Servicer to the Collection
Account held by or on behalf of the Master Servicer, the Distribution Account
or
any REO Account or Servicing Account held by or on behalf of the Master Servicer
or thereafter be received with respect to the Mortgage Loans or any REO Property
serviced by the Master Servicer (provided, however, that the Master Servicer
shall continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination, whether in
respect of P&I Advances or otherwise, and shall continue to be entitled to
the benefits of Section 6.03, notwithstanding any such termination, with respect
to events occurring prior to such termination). For purposes of this Section
7.01, the Trustee shall not be deemed to have knowledge of a Master Servicer
Event of Default unless a Responsible Officer of the Trustee assigned to and
working in the Trustee’s Corporate Trust Office has actual knowledge thereof or
unless written notice of any event which is in fact such a Master Servicer
Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.
SECTION
7.02
|
Trustee
to Act; Appointment of Successor.
|
(a) On
and
after the time the Master Servicer receives a notice of termination, the Trustee
shall be the successor in all respects to the Master Servicer in its capacity
as
Master Servicer under this Agreement, the Master Servicer shall not have the
right to withdraw any funds from the Collection Account without the consent
of
the Trustee and the transactions set forth or provided for herein and shall
be
subject to all the responsibilities, duties and liabilities relating thereto
and
arising thereafter placed on the Master Servicer (except for any representations
or warranties of the Master Servicer under this Agreement, the responsibilities,
duties and liabilities contained in Section 2.03(c) and its obligation to
deposit amounts in respect of losses pursuant to Section 3.12) by the terms
and
provisions hereof including, without limitation, the Master Servicer’s
obligations to make P&I Advances pursuant to Section 4.03; provided,
however, that if the Trustee is prohibited by law or regulation from obligating
itself to make advances regarding delinquent mortgage loans, then the Trustee
shall not be obligated to make P&I Advances pursuant to Section 4.03; and
provided further, that any failure to perform such duties or responsibilities
caused by the Master Servicer’s failure to provide information required by
Section 7.01 shall not be considered a default by the Trustee as successor
to
the Master Servicer hereunder. As compensation therefor, the Trustee shall
be
entitled to the Servicing Fees and all funds relating to the Mortgage Loans
to
which the Master Servicer would have been entitled if it had continued to act
hereunder (other than amounts which were due or would become due to the Master
Servicer prior to its termination or resignation). Notwithstanding the above,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act or if it is prohibited by law from making advances regarding
delinquent mortgage loans, or if the Holders of Certificates entitled to at
least 51% of the Voting Rights so request in writing to the Trustee, promptly
appoint or petition a court of competent jurisdiction to appoint, an established
mortgage loan servicing institution acceptable to the Rating Agencies and having
a net worth of not less than $15,000,000 as the successor to the Master Servicer
under this Agreement in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer under this
Agreement. No appointment of a successor to the Master Servicer under this
Agreement shall be effective until the assumption by the successor of all of
the
Master Servicer’s responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
Master Servicer as such hereunder. The Depositor, the Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary
to
effectuate any such succession. Pending appointment of a successor to the Master
Servicer under this Agreement, the Trustee shall act in such capacity as
hereinabove provided.
(b) In
connection with the termination or resignation of the Master Servicer hereunder,
either (i) the successor servicer, including the Trustee, if the Trustee is
acting as successor Master Servicer, shall represent and warrant that
it is a member of MERS in good standing and shall agree to comply in all
material respects with the rules and procedures of MERS in connection with
the
servicing of the Mortgage Loans that are registered with MERS, in which case
the
predecessor Master Servicer shall cooperate with the successor Master Servicer
in causing MERS to revise its records to reflect the transfer of servicing
to
the successor Master Servicer as necessary under MERS’ rules and regulations, or
(ii) the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to execute and deliver an assignment of Mortgage in
recordable form to transfer the Mortgage from MERS to the Trustee and to execute
and deliver such other notices, documents and other instruments as may be
necessary or desirable to effect a transfer of such Mortgage Loan or servicing
of such Mortgage Loan on the MERS® System to the successor Master Servicer. The
predecessor Master Servicer shall file or cause to be filed any such assignment
in the appropriate recording office. The predecessor Master Servicer shall
bear
any and all fees of MERS, costs of preparing any assignments of Mortgage, and
fees and costs of filing any assignments of Mortgage that may be required under
this Section 7.02(b).
SECTION
7.03
|
Notification
to Certificateholders.
|
(a) Upon
any
termination of the Master Servicer pursuant to Section 7.01 above or any
appointment of a successor to the Master Servicer pursuant to Section 7.02
above, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Not
later
than the later of 60 days after the occurrence of any event, which constitutes
or which, with notice or lapse of time or both, would constitute a Master
Servicer Event of Default or five days after a Responsible Officer of the
Trustee becomes aware of the occurrence of such an event, the Trustee shall
transmit by mail to all Holders of Certificates notice of each such occurrence,
unless such default or Master Servicer Event of Default shall have been cured
or
waived.
SECTION
7.04
|
Waiver
of Master Servicer Events of
Default.
|
Subject
to Section 11.09(d), the Holders representing at least 66% of the Voting Rights
evidenced by all Classes of Certificates affected by any default or Master
Servicer Event of Default hereunder may waive such default or Master Servicer
Event of Default; provided, however, that a default or Master Servicer Event
of
Default under clause (i) or (vi) of Section 7.01 may be waived only by all
of
the Holders of the Regular Certificates. Upon any such waiver of a default
or
Master Servicer Event of Default, such default or Master Servicer Event of
Default shall cease to exist and shall be deemed to have been remedied for
every
purpose hereunder. No such waiver shall extend to any subsequent or other
default or Master Servicer Event of Default or impair any right consequent
thereon except to the extent expressly so waived.
ARTICLE
VIII
CONCERNING
THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR AND THE AUTHENTICATING AGENT
SECTION
8.01
|
Duties
of Trustee, Trust Administrator and
Others.
|
The
Trustee, prior to the occurrence of a Master Servicer Event of Default and
after
the curing of all Master Servicer Events of Default which may have occurred,
and
each of the Trust Administrator, the Paying Agent, the Certificate Registrar
and
the Authenticating Agent, at all times, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement. During a
Master Servicer Event of Default, the Trustee shall exercise such of the rights
and powers vested in it by this Agreement, and use the same degree of care
and
skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs. Any permissive right
of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent enumerated in this Agreement shall not
be
construed as a duty.
Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to it, which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they conform to the requirements of this Agreement; provided, however,
that none of the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent will be responsible for the
accuracy or content of any such resolutions, certificates, statements, opinions,
reports, documents or other instruments. If any such instrument is found not
to
conform to the requirements of this Agreement in a material manner, it shall
take such action as it deems appropriate to have the instrument corrected,
and
if the instrument is not corrected to its satisfaction, it will provide notice
thereof to the Certificateholders.
No
provision of this Agreement shall be construed to relieve the Trustee, the
Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent from liability for its own negligent action, its own negligent failure
to
act or its own misconduct; provided, however, that:
(i) With
respect to the Trustee, prior to the occurrence of a Master Servicer Event
of
Default, and after the curing of all such Master Servicer Events of Default
which may have occurred, and with respect to the Trust Administrator, the Paying
Agent, the Certificate Registrar and the Authenticating Agent, at all times,
the
duties and obligations of each of the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar and the Authenticating Agent, shall
be
determined solely by the express provisions of this Agreement, none of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent shall be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against
the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent and, in the absence of bad faith on the part of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the Authenticating Agent, as
the
case may be, may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent, as the case may be, that
conform to the requirements of this Agreement;
(ii) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be personally liable for any error
of judgment made in good faith by a Responsible Officer or Responsible Officers
of it unless it shall be proved that it was negligent in ascertaining the
pertinent facts;
(iii) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be personally liable with respect
to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights relating to the time, method and place of
conducting any proceeding for any remedy available to the it or exercising
any
trust or power conferred upon it, under this Agreement; and
(iv) The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any default unless a Responsible Officer of the Trustee shall
have
received written notice thereof or a Responsible Officer shall have actual
knowledge thereof. In the absence of receipt of such notice or actual knowledge,
the Trustee may conclusively assume there is no default.
None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be required to expend or risk its
own funds or otherwise incur financial liability in the performance of any
of
its duties hereunder, or in the exercise of any of its rights or powers, in
each
case not including expenses, disbursements and advances incurred or made by
the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, including the compensation and the
expenses and disbursements of its agents and counsel, in the ordinary course
of
the Trustee’s, the Trust Administrator’s the Paying Agent’s, the Certificate
Registrar’s or the Authenticating Agent’s, as the case may be, performance in
accordance with the provisions of this Agreement, if there is reasonable ground
for believing that the repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. With respect to the
Trustee, none of the provisions contained in this Agreement shall in any event
require the Trustee to perform, or be responsible for the manner of performance
of, any of the obligations of the Master Servicer under this Agreement, except
during such time, if any, as the Trustee shall be the successor to, and be
vested with the rights, duties, powers and privileges of, the Master Servicer
in
accordance with the terms of this Agreement.
SECTION
8.02
|
Certain
Matters Affecting the Trustee, the Trust Administrator and
Others.
|
(a) Except
as
otherwise provided in Section 8.01:
(i) Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent and any director, officer, employee
or
agent of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent, as the case may be, may request and
conclusively rely upon and shall be fully protected in acting or refraining
from
acting upon any resolution, Officers’ Certificate, certificate of auditors or
any other certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document reasonably believed
by it to be genuine and to have been signed or presented by the proper party
or
parties;
(ii) Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent may consult with counsel of its selection
and any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such Opinion of Counsel;
(iii) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be under any obligation to exercise
any of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, security or indemnity satisfactory
to
it against the costs, expenses and liabilities which may be incurred therein
or
thereby; the right of the Trustee, the Trust Administrator, the Paying Agent,
the Certificate Registrar or the Authenticating Agent to perform any
discretionary act enumerated in this Agreement shall not be construed as a
duty,
and none of the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent shall be answerable for other
than its negligence or willful misconduct in the performance of any such act;
nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of a Master Servicer Event of Default (which has not been
cured or waived), to exercise such of the rights and powers vested in it by
this
Agreement, and to use the same degree of care and skill in their exercise as
a
prudent person would exercise or use under the circumstances in the conduct
of
such person’s own affairs;
(iv) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
(v) With
respect to the Trustee, prior to the occurrence of a Master Servicer Event
of
Default hereunder, and after the curing of all Master Servicer Events of Default
which may have occurred, and with respect to the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent, at all times,
none
of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond
or
other paper or document, unless requested in writing to do so by the Holders
of
Certificates entitled to at least 25% of the Voting Rights; provided, however,
that if the payment within a reasonable time to the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent, as applicable, of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, not reasonably assured to the Trustee,
the Trust Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as applicable, by such Certificateholders, the Trustee,
the Trust Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as applicable, may require indemnity satisfactory to
it
against such cost, expense, or liability from such Certificateholders as a
condition to taking any such action;
(vi) Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and none of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent shall be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care;
(vii) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be personally liable for any loss
resulting from the investment of funds held in the Collection Account at the
direction of the Master Servicer pursuant to Section 3.12; and
(viii) Any
request or direction of the Depositor, the Master Servicer or the
Certificateholders mentioned herein shall be sufficiently evidenced in
writing.
(b) All
rights of action under this Agreement or under any of the Certificates,
enforceable by the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent, may be enforced by it without
the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee, the Trust Administrator, the Paying Agent,
the Certificate Registrar or the Authenticating Agent shall be brought in its
name for the benefit of all the Holders of such Certificates, subject to the
provisions of this Agreement.
SECTION
8.03
|
Trustee,
Trust Administrator and Others not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than the signatures
of
the Trustee, the Trust Administrator and Citibank hereto, the signature of
the
Paying Agent and the authentication of the Authenticating Agent on the
Certificates, the acknowledgments of the Trustee and the Trust Administrator
contained in Article II and the representations and warranties of the Trustee,
the Trust Administrator and Citibank in Section 8.12) shall be taken as the
statements of the Depositor and none of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the Authenticating Agent assumes
any responsibility for their correctness. None of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent makes any representations or warranties as to the validity or sufficiency
of this Agreement (other than as specifically set forth in Section 8.12) or
of
the Certificates (other than the signature of the Paying Agent and
authentication of the Authenticating Agent on the Certificates) or of any
Mortgage Loan or related document or of MERS or the MERS System. None of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent shall be accountable for the use or application by
the
Depositor of any of the Certificates or of the proceeds of such Certificates,
or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
the
Collection Account by the Master Servicer.
SECTION
8.04
|
Trustee,
Trust Administrator and Others May Own
Certificates.
|
Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent in its individual capacity or any other
capacity may become the owner or pledgee of Certificates with the same rights
it
would have if it were not the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent, as
applicable.
SECTION
8.05
|
Trustee’s,
Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate
Registrar’s and Custodian’s Fees and
Expenses.
|
(a) The
compensation to be paid to the Trustee, the Trust Administrator, the Paying
Agent, the Authenticating Agent and the Certificate Registrar in respect of
each
of its obligations under this Agreement or of the Custodian’s obligations under
the Custodial Agreement will be the amounts paid by the Master Servicer from
its
own funds or from a portion of the compensation paid to the Master Servicer
hereunder pursuant to letter agreements between the Master Servicer and the
Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent,
the Certificate Registrar and the Custodian (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee
of an
express trust) and no such compensation shall be paid from the assets of the
Trust. Each of the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar, the Authenticating Agent, 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, the Paying Agent, the Certificate Registrar, the
Authenticating Agent 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 the Paying Agent’s, the
Certificate Registrar’s, the Authenticating Agent’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, the Paying Agent, the
Certificate Registrar, the Authenticating Agent 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 Master Servicer’s (and
in the case of the Trustee, the Trust Administrator’s or the Paying Agent’s; in
the case of the Trust Administrator, the Trustee’s or the Paying Agent’s; or in
the case of the Paying Agent, the Trustee’s or the Trust Administrator’s)
obligations in connection with this Agreement and the Mortgage Loans, (ii)
that
constitutes a specific liability of the Trustee, the Trust Administrator or
the
Paying Agent, as applicable, pursuant to Section 10.01(g) or (iii) any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder (or, in the case of the Custodian,
under the Custodial Agreement) or as a result of a breach of the Trustee’s, the
Trust Administrator’s or the Paying Agent’s obligations under Article X hereof
(or, in the case of 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 Paying Agent, the Certificate Registrar or the
Authenticating Agent, 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 Paying Agent, the Certificate Registrar,
the Authenticating Agent, 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 Paying Agent for payment to the applicable indemnified Person
from the Distribution Account at any time.
(b) The
Master Servicer agrees to indemnify the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar, the Authenticating Agent and the
Custodian from, and hold each harmless against, any loss, liability or expense
resulting from a breach of the Master Servicer’s obligations and duties under
this Agreement. Such indemnity shall survive the termination or discharge of
this Agreement and the resignation or removal of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent or the Custodian, as the case may be. Any payment hereunder made by the
Master Servicer to the Trustee, the Trust Administrator, the Paying Agent,
the
Certificate Registrar, the Authenticating Agent or the Custodian shall be from
the Master Servicer’s own funds, without reimbursement from the Trust Fund
therefor.
SECTION
8.06
|
Eligibility
Requirements for Trustee and Trust
Administrator.
|
Each
of
the Trustee and the Trust Administrator hereunder shall at all times be a
corporation or an association organized and doing business under the laws of
any
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee or the Trust Administrator, as the case may be, shall resign immediately
in the manner and with the effect specified in Section 8.07.
SECTION
8.07
|
Resignation
and Removal of the Trustee and the Trust
Administrator.
|
Either
of
the Trustee or the Trust Administrator may at any time resign and be discharged
from the trust hereby created by giving written notice thereof to the Depositor,
the Master Servicer and the Certificateholders and, if the Trustee is resigning,
to the Trust Administrator, or, if the Trust Administrator is resigning, to
the
Trustee. Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor trustee or trust administrator (which may be the same Person
in the event the Trust Administrator resigns or is removed) by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Trust Administrator and to the successor trustee or trust
administrator, as applicable. A copy of such instrument shall be delivered
to
the Certificateholders, the Trustee or Trust Administrator, as applicable,
and
the Master Servicer by the Depositor. If no successor trustee or trust
administrator shall have been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the resigning Trustee
or
Trust Administrator, as applicable, may petition any court of competent
jurisdiction for the appointment of a successor trustee or trust administrator,
as applicable.
If
at any
time the Trustee or the Trust Administrator shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor (or in the case of the Trust
Administrator, the Trustee), or if at any time the Trustee or the Trust
Administrator shall become incapable of acting, or shall be adjudged bankrupt
or
insolvent, or a receiver of the Trustee or the Trust Administrator or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or the Trust Administrator or of its property or affairs for
the
purpose of rehabilitation, conservation or liquidation, then the Depositor
(or
in the case of the Trust Administrator, the Trustee) may remove the Trustee
or
the Trust Administrator, as applicable, and appoint a successor trustee or
trust
administrator (which may be the same Person in the event the Trust Administrator
resigns or is removed) by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Trust Administrator so removed and to
the
successor trustee or trust administrator. A copy of such instrument shall be
delivered to the Certificateholders, the Trustee or the Trust Administrator,
as
applicable, and the Master Servicer by the Depositor.
The
Holders of Certificates entitled to at least 51% of the Voting Rights may at
any
time remove the Trustee or the Trust Administrator and appoint a successor
trustee or trust administrator by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Depositor,
one
complete set to the Trustee or the Trust Administrator, as the case may be,
so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Certificateholders and the Master Servicer
by the Depositor.
If
no
successor Trust Administrator shall have been appointed and shall have accepted
appointment within 60 days after the Trust Administrator ceases to be the Trust
Administrator pursuant to this Section 8.07, then the Trustee shall perform
the
duties of the Trust Administrator pursuant to this Agreement. The Trustee shall
notify the Rating Agencies of any change of Trust Administrator.
Any
resignation or removal of the Trustee or the Trust Administrator and appointment
of a successor trustee or trust administrator, as the case may be, pursuant
to
any of the provisions of this Section shall not become effective until
acceptance of appointment by the successor trustee or trust administrator as
provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust
Administrator advises the Trustee that it is unable to continue to perform
its
obligations pursuant to the terms of this Agreement prior to the appointment
of
a successor, the Trustee shall be obligated to perform such obligations until
a
new trust administrator is appointed. Such performance shall be without
prejudice to any claim by a party hereto or beneficiary hereof resulting from
the Trust Administrator’s breach of its obligations hereunder. As compensation
therefor, the Trustee shall be entitled to all fees the Trust Administrator
would have been entitled to if it had continued to act hereunder.
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.
Any
Person appointed as successor trustee pursuant to this Section 8.08 shall also
be required to serve as successor grantor trust trustee hereunder and under
the
Swap Agreement.
Upon
acceptance of appointment by a successor trustee or trust administrator as
provided in this Section, the Depositor shall mail notice of the succession
of
such trustee or trust administrator hereunder to all Holders of Certificates
at
their addresses as shown in the Certificate Register. If the Depositor fails
to
mail such notice within 10 days after acceptance of appointment by the successor
trustee or trust administrator, the successor trustee or trust administrator
shall cause such notice to be mailed at the expense of the
Depositor.
SECTION
8.09
|
Merger
or Consolidation of Trustee or Trust
Administrator.
|
Any
corporation or association into which either the Trustee or the Trust
Administrator may be merged or converted or with which it may be consolidated
or
any corporation or association resulting from any merger, conversion or
consolidation to which the Trustee or the Trust Administrator, as the case
may
be, shall be a party, or any corporation or association succeeding to the
business of the Trustee or the Trust Administrator, as applicable, shall be
the
successor of the Trustee or the Trust Administrator, as the case may be,
hereunder, provided such corporation or association shall be eligible under
the
provisions of Section 8.06, without the execution or filing of any paper or
any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of REMIC I, REMIC II-A or
REMIC III-A or property securing the same may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of REMIC I, REMIC
II-A
or REMIC III-A, and to vest in such Person or Persons, in such capacity, such
title to REMIC I, REMIC II-A or REMIC III-A, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. If the Master Servicer shall not have joined in such appointment
within 15 days after the receipt by it of a request to do so, or in case a
Master Servicer Event of Default shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee
or
separate trustee hereunder shall be required to meet the terms of eligibility
as
a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be
required under Section 8.08 hereof.
In
the
case of any appointment of a co-trustee or separate trustee pursuant to this
Section 8.10 all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the
extent that under any law of any jurisdiction in which any particular act or
acts are to be performed by the Trustee (whether as Trustee hereunder or as
successor to the Master Servicer hereunder), the Trustee shall be incompetent
or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to REMIC I, REMIC II-A
or
REMIC III-A or any portion thereof in any such jurisdiction) shall be exercised
and performed by such separate trustee or co-trustee at the direction of the
Trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
SECTION
8.11
|
Reserved.
|
SECTION
8.12
|
Appointment
of Office or Agency.
|
The
Trust
Administrator or the Paying Agent on its behalf will appoint an office or agency
in the City of New York where the Certificates may be surrendered for
registration of transfer or exchange, and presented for final distribution,
and
where notices and demands to or upon the Certificate Registrar, the Paying
Agent
or the Trust Administrator in respect of the Certificates and this Agreement
may
be served.
SECTION
8.13
|
Representations
and Warranties.
|
Each
of
the Trustee, the Trust Administrator and Citibank hereby represents and warrants
to the Master Servicer, the Depositor and the Trustee, the Trust Administrator
and Citibank, as applicable, as of the Closing Date, that:
(i) It
is
duly organized, validly existing and in good standing under the laws of the
State of New York, in the case of the Trust Administrator, and the laws of
the
United States, in the case of the Trustee and Citibank.
(ii) The
execution and delivery of this Agreement by it, and the performance and
compliance with the terms of this Agreement by it, will not violate its articles
of association or bylaws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in
the
breach of, any material agreement or other instrument to which it is a party
or
which is applicable to it or any of its assets.
(iii) It
has
the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered this
Agreement.
(iv) This
Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid, legal and binding obligation of it,
enforceable against it in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, receivership, reorganization, moratorium
and
other laws affecting the enforcement of creditors’ rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) It
is not
in violation of, and its execution and delivery of this Agreement and its
performance and compliance with the terms of this Agreement will not constitute
a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in its good faith and reasonable
judgment, is likely to affect materially and adversely either the ability of
the
it to perform its obligations under this Agreement or the financial condition
of
it.
(vi) No
litigation is pending or, to the best of its knowledge, threatened against
it
which would prohibit it from entering into this Agreement or, in its good faith
reasonable judgment, is likely to materially and adversely affect either the
ability of it to perform its obligations under this Agreement or the financial
condition of it.
SECTION
8.14
|
Appointment
and Removal of Paying Agent, Authenticating Agent and Certificate
Registrar.
|
(a) The
Trust
Administrator hereby appoints Citibank as Paying Agent and Citibank hereby
accepts such appointment. The Paying Agent shall hold all amounts deposited
with
it by the Trust Administrator or the Master Servicer for payment on the
Certificates in trust for the benefit of the Certificateholders until the
amounts are paid to the Certificateholders or otherwise disposed of in
accordance with this Agreement.
Any
corporation or national banking association into which the Paying Agent may
be
merged in or converted or with which it may be consolidated, or any corporation
or national banking association resulting from any merger, conversion or
consolidation to which such Paying Agent shall be a party, or any corporation
or
national banking association succeeding to the corporate agency or corporate
trust business of the Paying Agent, shall continue to be the Paying Agent,
provided such corporation or national banking association shall be otherwise
eligible under this section 8.14(a), without the execution or filing of any
paper or any further act on the part of the Trustee, the Trust Administrator
or
the Paying Agent.
The
Paying Agent may resign at any time by giving written notice thereof to the
Trustee and the Trust Administrator. The Trust Administrator may at any time
terminate the Paying Agent by giving written notice thereof to the Paying Agent
and to the Trustee. Upon receiving such a notice of resignation or upon such
a
termination, or in case at any time such Paying Agent shall cease to be eligible
in accordance with the provisions of this section 8.14(a), the Trust
Administrator shall appoint a successor and shall mail written notice of such
appointment by first-class mail, postage prepaid to all Certificateholders
as
their names and addresses appear in the Certificate Register and to the Rating
Agencies. Following the termination or resignation of the Paying Agent and
prior
to the appointment of a successor Paying Agent, the Trust Administrator shall
act as Paying Agent hereunder. Any successor Paying Agent upon acceptance of
its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as the
Paying Agent herein. No successor Paying Agent shall be appointed unless
eligible under the provisions of this section 8.14(a).
The
Paying Agent and any successor Paying Agent (i) may not be an Originator, the
Master Servicer, a subservicer, the Depositor or an affiliate of the Depositor
unless the Paying Agent is an institutional trust department, (ii) must be
authorized to exercise corporate trust powers under the laws of its jurisdiction
of organization, and (iii) must at all times be rated at least “A1” by S&P
if S&P is a Rating Agency and at least “A/F1” by Fitch if Fitch is a rating
agency.
The
Trust
Administrator shall pay to the Paying Agent from its own funds reasonable
compensation for its services hereunder, and such expense of the Trust
Administrator shall not be payable from the Trust Fund and shall not be
recoverable by the Trust Administrator from the assets of the Trust Fund
pursuant to section 8.05 or any other provision of this Agreement.
(b) The
Trust
Administrator hereby appoints Citibank as Authenticating Agent and
Citibank hereby accepts such appointment. The Authenticating Agent shall be
authorized to authenticate the Certificates, and Certificates so authenticated
shall be entitled to the benefit of this Agreement.
The
Authenticating Agent shall at all times remain a corporation or national banking
association organized and doing business under the laws of the United States
of
America, any state thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus
of
not less than $15,000,000, authorized under such laws to conduct a trust
business and subject to supervision or examination by federal or state
authority. If the Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this section 8.14(b), the combined
capital and surplus of the Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this section 8.14(b), such Authenticating
Agent shall resign immediately in the manner and with the effect specified
in
this section 8.14(b).
Any
corporation or national banking association into which the Authenticating Agent
may be merged in or converted or with which it may be consolidated, or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation or national banking association succeeding to the corporate
agency or corporate trust business of the Authenticating Agent, shall continue
to be the Authenticating Agent, provided such corporation or national banking
association shall be otherwise eligible under this section 8.14(b), without
the
execution or filing of any paper or any further act on the part of the Trustee,
the Trust Administrator or the Authenticating Agent.
The
Authenticating Agent may resign at any time by giving written notice thereof
to
the Trustee and the Trust Administrator. The Trust Administrator may at any
time
terminate the Authenticating Agent by giving written notice thereof to the
Authenticating Agent and to the Trustee. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this section 8.14(b), the Trust Administrator shall appoint a
successor and shall mail written notice of such appointment by first-class
mail,
postage prepaid to all Certificateholders as their names and addresses appear
in
the Certificate Register. Following the termination or resignation of the
Authenticating Agent and prior to the appointment of a successor Authenticating
Agent, the Trust Administrator shall act as Authenticating Agent hereunder.
Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as the Authenticating Agent
herein. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this section 8.14(b).
The
Trust
Administrator shall pay to the Authenticating Agent from its own funds
reasonable compensation for its services hereunder, and such expense of the
Trust Administrator shall not be payable from the Trust Fund and shall not
be
recoverable by the Trust Administrator from the assets of the Trust Fund
pursuant to section 8.05 or any other provision of this Agreement.
(c) The
Trust
Administrator hereby appoints Citibank as Certificate Registrar and Citibank
hereby accepts such appointment.
Any
corporation or national banking association into which the Certificate Registrar
may be merged in or converted or with which it may be consolidated, or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which such Certificate Registrar shall be a
party, or any corporation or national banking association succeeding to the
corporate agency or corporate trust business of the Certificate Registrar,
shall
continue to be the Certificate Registrar, provided such corporation or national
banking association shall be otherwise eligible under this section 8.14(c),
without the execution or filing of any paper or any further act on the part
of
the Trustee, the Trust Administrator or the Certificate Registrar.
The
Certificate Registrar may resign at any time by giving written notice thereof
to
the Trustee and the Trust Administrator. The Trust Administrator may at any
time
terminate the Certificate Registrar by giving written notice thereof to the
Certificate Registrar and to the Trustee.
Upon
receiving such a notice of resignation or upon such a termination, or in case
at
any time such Certificate Registrar shall cease to be eligible in accordance
with the provisions of this section 8.14(c), the Trust Administrator shall
appoint a successor and shall mail written notice of such appointment by
first-class mail, postage prepaid to all Certificateholders as their names
and
addresses appear in the Certificate Register. Following the termination or
resignation of the Certificate Registrar and prior to the appointment of a
successor Certificate Registrar, the Trust Administrator shall act as
Certificate Registrar hereunder. Any successor Certificate Registrar upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as the Certificate Registrar herein. No successor Certificate
Registrar shall be appointed unless eligible under the provisions of this
section 8.14(c).
The
Trust
Administrator shall pay to the Certificate Registrar from its own funds
reasonable compensation for its services hereunder, and such expense of the
Trust Administrator shall not be payable from the Trust Fund and shall not
be
recoverable by the Trust Administrator from the assets of the Trust Fund
pursuant to section 8.05 or any other provision of this Agreement.
(d) Notwithstanding
anything to the contrary herein, in no event shall the Trustee be liable to
any
party hereto or to any third party for the performance of any custody-related
functions with respect to which the Custodian shall fail to take action on
behalf of the Trustee or, with respect to which the performance of
custody-related functions pursuant to the terms of the Custodial Agreement
with
the Custodian shall fail to satisfy all the related requirements under this
Agreement.
SECTION
8.15
|
No
Trustee Liability for Actions or Inactions of
Custodian.
|
Notwithstanding
anything to the contrary herein, in no event shall the Trustee be liable to
any
party hereto or to any third party for the performance of any custody-related
functions with respect to which the Custodian shall fail to take action on
behalf of the Trustee or, with respect to which the performance of
custody-related functions pursuant to the terms of the custodial agreement
with
the Custodian shall fail to satisfy all the related requirements under this
Agreement.
ARTICLE
IX
TERMINATION
SECTION
9.01
|
Termination
Upon Repurchase or Liquidation of the Mortgage
Loans.
|
(a) Subject
to Section 9.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
the Certificate Registrar, the Authenticating Agent and the Trust Administrator
with respect to the Group 1 Mortgage Loans (other than the obligations of the
Master Servicer to the Trustee and the Trust Administrator pursuant to Section
8.05 and of the Master Servicer and the Trust Administrator to provide for
and
the Paying Agent to make payments to the Holders of the Group 1 Certificates
as
hereinafter set forth) shall terminate upon payment to the Holders of the Group
1 Certificates and the deposit of all amounts held by or on behalf of the
Trustee or the Trust Administrator and required hereunder to be so paid or
deposited on the Distribution Date coinciding with or following the earlier
to
occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage
Loans and each related REO Property remaining in REMIC I and (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Group 1 Mortgage Loan or related REO Property remaining in REMIC I. The purchase
by the applicable Terminator of all Group 1 Mortgage Loans and each related
REO
Property remaining in REMIC I shall be at a price (the “Group 1 Termination
Price”) equal to the Purchase Price of the Group 1 Mortgage Loans included in
REMIC I, plus the appraised value of each related REO Property, if any, included
in REMIC I, such appraisal to be conducted by an appraiser mutually agreed
upon
by the Master Servicer and the Trustee in their reasonable discretion (as
determined by the Master Servicer, with the consent of the Trustee, as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Holders of the Group 1
Certificates pursuant to Section 9.01(e)).
(b) Subject
to Section 9.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
the Certificate Registrar, the Authenticating Agent and the Trust Administrator
with respect to the Group 2 Mortgage Loans (other than the obligations of the
Master Servicer to the Trustee and the Trust Administrator pursuant to Section
8.05 and of the Master Servicer and the Trust Administrator to provide for
and
the Paying Agent to make payments to the Holders of the Group 2 Certificates
as
hereinafter set forth) shall terminate upon payment to the Holders of the Group
2 Certificates and the deposit of all amounts held by or on behalf of the
Trustee or the Trust Administrator and required hereunder to be so paid or
deposited on the Distribution Date coinciding with or following the earlier
to
occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage
Loans and each related REO Property remaining in REMIC II-A and (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The
purchase by the applicable Terminator of all Group 2 Mortgage Loans and each
related REO Property remaining in REMIC II-A shall be at a price (the “Group 2
Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans
included in REMIC II-A, plus the appraised value of each related REO Property,
if any, included in REMIC II-A, such appraisal to be conducted by an appraiser
mutually agreed upon by the Master Servicer and the Trustee in their reasonable
discretion (as determined by the Master Servicer, with the consent of the
Trustee, as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is furnished to Holders
of
the Group 2 Certificates pursuant to Section 9.01(e)).
(c) Subject
to Section 9.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
the Certificate Registrar, the Authenticating Agent and the Trust Administrator
with respect to the Group 3 Mortgage Loans (other than the obligations of the
Master Servicer to the Trustee and the Trust Administrator pursuant to Section
8.05 and of the Master Servicer and the Trust Administrator to provide for
and
the Paying Agent to make payments to the Holders of the Group 3 Certificates
as
hereinafter set forth) shall terminate upon payment to the Holders of the Group
3 Certificates and the deposit of all amounts held by or on behalf of the
Trustee or the Trust Administrator and required hereunder to be so paid or
deposited on the Distribution Date coinciding with or following the earlier
to
occur of (i) the purchase by the applicable Terminator of all Group 3 Mortgage
Loans and each related REO Property remaining in REMIC III-A and (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Group 3 Mortgage Loan or related REO Property remaining in REMIC III-A. The
purchase by the applicable Terminator of all Group 3 Mortgage Loans and each
related REO Property remaining in REMIC III-A shall be at a price (the “Group 3
Termination Price”) equal to the Purchase Price of the Group 3 Mortgage Loans
included in REMIC III-A, plus the appraised value of each related REO Property,
if any, included in REMIC III-A, such appraisal to be conducted by an appraiser
mutually agreed upon by the Master Servicer and the Trustee in their reasonable
discretion (as determined by the Master Servicer, with the consent of the
Trustee, as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is furnished to Holders
of
the Group 3 Certificates pursuant to Section 9.01(e)).
(d) The
related Terminator shall have the right to purchase all of the Group 1 Mortgage
Loans and each REO Property remaining in REMIC I, all of the Group 2
Mortgage Loans and each REO Property remaining in REMIC II-A and/or all of
the
Group 3 Mortgage Loans and each REO Property remaining in REMIC III-A pursuant
to Section 9.01(a)(i), Section 9.01(b)(i) or Section 9.01(c)(i), as applicable,
no later than the Determination Date in the month immediately preceding the
Distribution Date on which the Group 1 Certificates, the Group 2 Certificates
or
the Group 3 Certificates, as applicable, will be retired; provided, however,
that the related Terminator, as provided above, may elect to purchase (i) all
of
the Group 1 Mortgage Loans and each REO Property remaining in REMIC I pursuant
to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the
Group 1 Mortgage Loans and each REO Property remaining in REMIC I at the time
of
such election is reduced to less than 10% of the aggregate Stated Principal
Balance of the Group 1 Mortgage Loans at the Cut-off Date, (ii) all of the
Group
2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to
Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group
2
Mortgage Loans and each REO Property remaining in REMIC II-A at the time of
such
election is reduced to less than 10% of the aggregate Stated Principal Balance
of the Group 2 Mortgage Loans at the Cut-off Date and (iii) all of the Group
3
Mortgage Loans and each REO Property remaining in REMIC III-A pursuant to
Section 9.01(c)(i) only if the aggregate Stated Principal Balance of the Group
3
Mortgage Loans and each REO Property remaining in REMIC III-A at the time of
such election is reduced to less than 10% of the aggregate Stated Principal
Balance of the Group 3 Mortgage Loans at the Cut-off Date. For federal income
tax purposes, the purchase by the related Terminator of the Mortgage Loans
and
the REO Properties underlying the Certificates is intended to facilitate a
redemption of such Certificates pursuant to a “cleanup call” within the meaning
of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing,
the
applicable Terminator shall have the right to transfer, sell or assign its
rights to purchase the Mortgage Loans and each REO Property remaining in REMIC
I, REMIC II-A or REMIC III-A.
(e) Notice
of
the liquidation of any Certificates shall be given promptly by the Paying Agent
by letter to the related Certificateholders (with a copy to the Trustee and
the
Trust Administrator mailed (a) in the event such notice is given in connection
with the purchase of any the Group 1 Mortgage Loans, the Group 2 Mortgage Loans
or the Group 3 Mortgage Loans and each related REO Property remaining in REMIC
I, REMIC II-A or REMIC III-A, as applicable, by the related Terminator, not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the related Certificates or
(b)
otherwise during the month of such final distribution on or before the
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which R REMIC I, REMIC II-A or REMIC III-A, as applicable, will
terminate and final payment of the Group 1 Certificates, Group 2 Certificates
or
the Group 3 Certificates, as applicable, will be made upon presentation and
surrender of the Certificates at the office of the Certificate Registrar therein
designated, (ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the Certificates from and after the Interest Accrual
Period relating to the final Distribution Date therefor and (iv) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the
office of the Certificate Registrar. In the event such notice is given in
connection with the purchase of all of the Group 1 Mortgage Loans, Group 2
Mortgage Loans or the Group 3 Mortgage Loans and each related REO Property
remaining in REMIC I, REMIC II-A or REMIC III-A, as applicable, by the related
Terminator, the related Terminator shall deliver to the Paying Agent for deposit
in the Distribution Account (with notice to the Trustee and the Trust
Administrator) not later than the last Business Day of the month next preceding
the month in which such distribution will be made an amount in immediately
available funds equal to the Group 1 Termination Price, Group 2 Termination
Price or the Group 3 Termination Price, as applicable. Upon certification to
the
Trustee by a Servicing Officer of the making of such final deposit, the Trustee
shall promptly release or cause to be released to the related Terminator the
Mortgage Files for the remaining Group 1 Mortgage Loans, Group 2 Mortgage Loans
or Group 3 Mortgage Loans, as applicable, and the Trustee shall execute all
assignments, endorsements and other instruments delivered to it which are
necessary to effectuate such transfer.
(f) Upon
receipt of notice by the Paying Agent of the presentation of the Certificates
by
the Certificateholders on the related final Distribution Date to the Certificate
Registrar, the Paying Agent shall distribute to each Certificateholder so
presenting and surrendering its Certificates the amount otherwise distributable
on such Distribution Date in accordance with Section 4.01 in respect of the
Certificates so presented and surrendered. Any funds not distributed to any
Holder or Holders of Certificates being retired on such Distribution Date
because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held in trust by the Paying Agent and
credited to the account of the appropriate non-tendering Holder or Holders.
If
any Certificates as to which notice has been given pursuant to this Section
9.01
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Paying Agent shall mail a second notice
to
the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect
thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Paying Agent shall, directly
or
through an agent, mail a final notice to remaining related non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in the trust funds.
If within one year after the final notice any such Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to Citigroup
Global Markets Inc. all such amounts, and all rights of non-tendering
Certificateholders in or to such amounts shall thereupon cease. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust
by the Paying Agent as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with this Section
9.01.
Immediately
following the deposit of funds in trust hereunder in respect of each of the
Group 1 Certificates, Group 2 Certificates and the Group 3 Certificates, the
Trust Fund shall terminate. In no event shall the trust created hereby continue
beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration
of 21 years from the death of the last survivor of the descendants of Xxxxxx
X.
Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx,
living on the date hereof.
SECTION
9.02
|
Additional
Termination Requirements.
|
(a) In
the
event that the related Terminator purchases all the Group 1 Mortgage Loans
and
each related REO Property, Group 2 Mortgage Loans and each related REO Property
or all the Group 3 Mortgage Loans and each related REO Property, REMIC I (in
the
case of a purchase of all the Group 1 Mortgage Loans and each related REO
Property), REMIC II-A (in the case of a purchase of all the Group 2 Mortgage
Loans and each related REO Property) or REMIC III-A (in the case of a purchase
of all the Group 3 Mortgage Loans and each related REO Property) shall be
terminated, in each case in accordance with the following additional
requirements (or in connection with the final payment on or other liquidation
of
the last Group 1 Mortgage Loan or related REO Property remaining in REMIC
I, the last Group 2 Mortgage Loan or related REO Property remaining
in REMIC II-A or the last Group 3 Mortgage Loan or related REO Property
remaining in REMIC III-A, the additional requirement specified in clause (i)
below):
(i) The
Trust
Administrator shall specify the first day in the 90-day liquidation period
in a
statement attached to REMIC I’s, REMIC II-A’s, REMIC II-B’S, REMIC II-C’s, REMIC
III-A’s, REMIC III-B’s or REMIC III-C’s, as applicable, final Tax Return
pursuant to Treasury regulation Section 1.860F-1, and such termination shall
satisfy all requirements of a qualified liquidation under Section 860F of the
Code and any regulations thereunder, as evidenced by an Opinion of Counsel
obtained at the expense of the Master Servicer;
(ii) During
such 90-day liquidation period, and at or prior to the time of making of the
final payment on the Certificates, the Trust Administrator on behalf of the
Trustee shall sell all of the assets of REMIC I, REMIC II-A or REMIC III-A,
as
applicable, to the related Terminator for cash; and
(iii) At
the
time of the making of the final payment on the related Certificates, the Paying
Agent shall distribute or credit, or cause to be distributed or credited, to
the
Holders of the Class 1R Certificates all cash on hand in REMIC I, to the Holders
of the Class 2R Certificates all cash on hand in REMIC II-A and to the Holders
of the Class 3R Certificates all cash on hand in REMIC III-A (in each case
other
than cash retained to meet claims), and any of REMIC I, REMIC II-A or REMIC
III-A, as applicable, shall terminate at that time.
(b) At
the
expense of the related Terminator (or in the event of termination under Section
9.01(a)(ii), Section 9.01(b)(ii) or Section 9.01(c)(ii), at the expense of
the
Trust Administrator), the Trust Administrator shall prepare or cause to be
prepared the documentation required in connection with the adoption of a plan
of
liquidation of each REMIC, as applicable, pursuant to this Section
9.02.
(c) By
their
acceptance of Certificates, the Holders thereof hereby agree to authorize the
Trust Administrator to specify the 90-day liquidation period for each REMIC,
as
applicable, which authorization shall be binding upon all successor
Certificateholders.
ARTICLE
X
REMIC
PROVISIONS
SECTION
10.01
|
REMIC
Administration.
|
(a) The
Trustee shall elect to treat each REMIC created hereunder as a REMIC under
the
Code and, if necessary, under applicable state law. Such election will be made
by the Trust Administrator on behalf of the Trustee on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued.
(i) For
the
purposes of the REMIC election in respect of REMIC I, the Group 1 Certificates
(other than the Class 1R Certificates) shall be designated as the Regular
Interests in REMIC I. Neither the Trustee nor the Trust Administrator
shall permit the creation of any “interests” other than the Group 1
Certificates.
(ii) For
the
purposes of the REMIC election in respect of REMIC II-A, the REMIC II-A Regular
Interests shall be designated as the Regular Interests in REMIC II-A and the
Class R-IIA Residual Interest shall be designated as the Residual Interests
in
REMIC II-A. For the purposes of the REMIC election in respect of
REMIC II-B, the REMIC II-B Regular Interests shall be designated as the Regular
Interests in REMIC II-B and the Class R-IIB Residual Interest shall be
designated as the Residual Interests in REMIC II-B. For the purposes
of the REMIC election in respect of REMIC II-C, the Group 2 Certificates (other
than the Class 2R Certificates) shall be designated as the Regular Interests
in
REMIC II-C and the Class R-IIC Residual Interest shall be designated as the
Residual Interest in REMIC II-C. Neither the Trustee nor the Trust
Administrator shall permit the creation of any “interests” in REMIC II-A, REMIC
II-B or REMIC II-C (within the meaning of Section 860G of the Code) other than
the REMIC II-A Regular Interests, REMIC II-B Regular Interests and the Group
2
Certificates.
(iii) For
the
purposes of the REMIC election in respect of REMIC III-A, the REMIC III-A
Regular Interests shall be designated as the Regular Interests in REMIC III-A
and the Class R-IIIA Residual Interest shall be designated as the Residual
Interests in REMIC III-A. For the purposes of the REMIC election in
respect of REMIC III-B, the REMIC III-B Regular Interests shall be designated
as
the Regular Interests in REMIC III-B and the Class R-IIIB Residual Interest
shall be designated as the Residual Interests in REMIC III-B. For the
purposes of the REMIC election in respect of REMIC III-C, the Group 3
Certificates (other than the Class 3R Certificates) shall be designated as
the
Regular Interests in REMIC III-C and the Class R-IIIC Residual Interest shall
be
designated as the Residual Interest in REMIC III-C. Neither the
Trustee nor the Trust Administrator shall permit the creation of any “interests”
in REMIC III-A, REMIC III-B or REMIC III-C (within the meaning of Section 860G
of the Code) other than the REMIC III-A Regular Interests, REMIC III-B Regular
Interests and the Group 3 Certificates.
The
Trustee shall elect to treat each REMIC created hereunder as a REMIC under
the
Code and, if necessary, under applicable state law. Such election will be made
by the Trust Administrator on behalf of the Trustee on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued.
(b) The
Closing Date is hereby designated as the “Startup Day” of each REMIC created
hereunder within the meaning of Section 860G(a)(9) of the Code.
(c) The
Trust
Administrator shall pay any and all expenses relating to any tax audit of the
Trust Fund (including, but not limited to, any professional fees or any
administrative or judicial proceedings with respect to any Trust REMIC that
involve the Internal Revenue Service or state tax authorities), and shall be
entitled to reimbursement from the Trust therefor to the extent permitted under
Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax
matters person, shall (i) act on behalf of the Trust Fund in relation to any
tax
matter or controversy involving any Trust REMIC and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination
or
audit by any governmental taxing authority with respect thereto. The Holder
of
the largest Percentage Interest of the Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
matters person of the REMIC created hereunder. By its acceptance thereof, the
Holder of the largest Percentage Interest of the Residual Certificates hereby
agrees to irrevocably appoint the Trust Administrator or an Affiliate as its
agent to perform all of the duties of the tax matters person for the Trust
Fund.
(d) The
Trust
Administrator shall prepare and the Trustee at the direction of the Trust
Administrator shall sign and the Trust Administrator shall file all of the
Tax
Returns in respect of the REMIC created hereunder. The expenses of preparing
and
filing such returns shall be borne by the Trust Administrator without any right
of reimbursement therefor. The Master Servicer shall provide on a timely basis
to the Trust Administrator or its designee such information with respect to
the
assets of the Trust Fund as is in its possession and reasonably required by
the
Trust Administrator to enable it to perform its obligations under this
Article.
(e) The
Trust
Administrator shall perform on behalf of any Trust REMIC all reporting and
other
tax compliance duties that are the responsibility of the REMIC under the Code,
the REMIC Provisions or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority including the filing of Form
8811
with the Internal Revenue Service within 30 days following the Closing Date.
Among its other duties, as required by the Code, the REMIC Provisions or other
such compliance guidance, the Trust Administrator shall provide (i) to any
Transferor of a Residual Certificate such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to
any
Person who is not a Permitted Transferee, (ii) to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption as required) and (iii)
to
the Internal Revenue Service the name, title, address and telephone number
of
the person who will serve as the representative of any Trust REMIC. The Master
Servicer shall provide on a timely basis to the Trust Administrator such
information with respect to the assets of the Trust Fund, including, without
limitation, the Mortgage Loans, as is in its possession and reasonably required
by the Trust Administrator to enable it to perform its obligations under this
subsection. In addition, the Depositor shall provide or cause to be provided
to
the Trust Administrator, within ten (10) days after the Closing Date, all
information or data that the Trust Administrator reasonably determines to be
relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, Prepayment
Assumption and projected cash flow of the Certificates.
(f) The
Master Servicer, the Trustee and the Trust Administrator shall take such action
and shall cause any Trust REMIC to take such action as shall be necessary to
create or maintain the status thereof as a REMIC under the REMIC Provisions.
The
Master Servicer, the Trustee and the Trust Administrator shall not take any
action, cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action that, under the REMIC Provisions, if taken or
not
taken, as the case may be, could (i) endanger the status of any Trust REMIC
as a
REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including
but not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
unless the Trustee and the Trust Administrator have received an Opinion of
Counsel, addressed to the Trustee and the Trust Administrator (at the expense
of
the party seeking to take such action but in no event at the expense of the
Trust Administrator or the Trustee) to the effect that the contemplated action
will not, with respect to any Trust REMIC, endanger such status or result in
the
imposition of such a tax, nor shall the Master Servicer take or fail to take
any
action (whether or not authorized hereunder) as to which the Trustee or the
Trust Administrator has advised it in writing that it has received an Opinion
of
Counsel to the effect that an Adverse REMIC Event could occur with respect
to
such action. In addition, prior to taking any action with respect to any Trust
REMIC or its assets, or causing any Trust REMIC to take any action, which is
not
contemplated under the terms of this Agreement, the Master Servicer will consult
with the Trustee and the Trust Administrator or their designee, in writing,
with
respect to whether such action could cause an Adverse REMIC Event to occur
with
respect to any Trust REMIC, and the Master Servicer shall not take any such
action or cause any Trust REMIC to take any such action as to which the Trustee
or the Trust Administrator has advised it in writing that an Adverse REMIC
Event
could occur. The Trust Administrator and the Trustee may consult with counsel
to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not permitted by this Agreement, but in no event
shall such cost be an expense of the Trustee or the Trust Administrator. At
all
times as may be required by the Code, the Trust Administrator, the Trustee
or
the Master Servicer will ensure that substantially all of the assets of any
Trust REMIC will consist of “qualified mortgages” as defined in Section
860G(a)(3) of the Code and “permitted investments” as defined in Section
860G(a)(5) of the Code.
(g) In
the
event that any tax is imposed on “prohibited transactions” of the REMIC created
hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on
any contributions to the REMIC after the Startup Day therefor pursuant to
Section 860G(d) of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such tax shall be charged
(i)
to the Trust Administrator pursuant to Section 10.03 hereof, if such tax arises
out of or results from a breach by the Trust Administrator of any of its
obligations under this Article X, (ii) to the Trustee pursuant to Section 10.03
hereof, if such tax arises out of or results from a breach by the Trustee of
any
of its obligations under this Article X, (iii) to the Master Servicer pursuant
to Section 10.03 hereof, if such tax arises out of or results from a breach
by
the Master Servicer of any of its obligations under Article III or this Article
X, (iv) to the Paying Agent pursuant to Section 10.03 hereof, if such tax arises
out of or results from a breach by the Paying Agent of any of its obligations
under this Article X, or otherwise (v) against amounts on deposit in the
Distribution Account and shall be paid by withdrawal therefrom.
(h) [Reserved].
(i) The
Trust
Administrator shall, for federal income tax purposes, maintain books and records
with respect to any Trust REMIC on a calendar year and on an accrual
basis.
(j) Following
the Startup Day, the Master Servicer, the Trustee and the Trust Administrator
shall not accept any contributions of assets to any Trust REMIC other than
in
connection with any Qualified Substitute Mortgage Loan delivered in accordance
with Section 2.03 unless it shall have received an Opinion of Counsel to the
effect that the inclusion of such assets in the Trust Fund will not cause the
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject the REMIC to any tax under the REMIC Provisions or other
applicable provisions of federal, state and local law or
ordinances.
(k) None
of
the Trustee, the Trust Administrator or the Master Servicer shall enter into
any
arrangement by which any Trust REMIC will receive a fee or other compensation
for services nor permit either such REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
Code.
SECTION
10.02
|
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent
or
the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the foreclosure of a Mortgage Loan, including
but
not limited to, the acquisition or sale of a Mortgaged Property acquired by
deed
in lieu of foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the
termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv)
a
substitution pursuant to Article II of this Agreement or (v) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire
any
assets for any Trust REMIC (other than REO Property acquired in respect of
a
defaulted Mortgage Loan), nor sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless
it
has received an Opinion of Counsel, addressed to the Trustee and the Trust
Administrator (at the expense of the party seeking to cause such sale,
disposition, substitution, acquisition or contribution but in no event at the
expense of the Trustee or the Trust Administrator) that such sale, disposition,
substitution, acquisition or contribution will not (a) affect adversely the
status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject
to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC
Provisions.
SECTION
10.03
|
Master
Servicer and Trust Administrator
Indemnification.
|
(a) The
Trust
Administrator agrees to indemnify the Trust Fund, the Depositor, the Master
Servicer and the Trustee for any taxes and costs including, without limitation,
any reasonable attorneys fees imposed on or incurred by the Trust Fund, the
Depositor, the Master Servicer or the Trustee as a result of a breach of the
Trust Administrator’s covenants set forth in this Article X.
(b) The
Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Trust
Administrator and the Trustee for any taxes and costs including, without
limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
Fund, the Depositor, the Trust Administrator or the Trustee, as a result of
a
breach of the Master Servicer’s covenants set forth in Article III or this
Article X.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
SECTION
11.01
|
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the Master Servicer
and the Trustee and without the consent of the Certificateholders (i) to cure
any mistake, including without limitation conforming this Agreement to the
final
version of the prospectus or memorandum or circular pursuant to which the
affected Class of Certificates was initially offered and sold, (ii) to modify
or
supplement any provision herein which may be ambiguous and/or inconsistent
with
any other provision herein or (iii) to make any other provision with respect
to
any matter or question arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement. Any such
amendment shall require either (a) an Opinion of Counsel delivered to the
Trustee concluding that the amendment will not affect adversely in any material
respect the interests of any Certificateholder, (b) written or electronic notice
(or verbal confirmation from a Rating Agency as evidenced by an Officer’s
Certificate of the Depositor) to the Depositor, the Servicer and the Trustee
from each Rating Agency 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 or (c) solely as to an amendment pursuant to
(i)
above, an Officer’s Certificate of the Depositor identifying the mistake,
stating that the amendment is needed to correct the mistake and describing
the
basis for such conclusion. No amendment effected as provided above
shall be deemed to adversely affect in any material respect the interests of
any
Certificateholder. No amendment shall be deemed to adversely affect
in any material respect the interests of any Certificateholder who shall have
consented thereto, and no Opinion of Counsel or Rating Agency confirmation
shall
be required to address the effect of any such amendment on any such consenting
Certificateholder.
This
Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
Authenticating Agent and the Trust Administrator with the consent of the Holders
of Certificates entitled to at least 66% of the Voting Rights for the purpose
of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received
on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interests of the Holders of any Class of Certificates
in a
manner, other than as described in (i), without the consent of the Holders
of
Certificates of such Class evidencing at least 66% of the Voting Rights
allocated to such Class, or (iii) modify the consents required by the
immediately preceding clauses (i) and (ii) without the consent of the Holders
of
all Certificates then outstanding. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 11.01, Certificates registered in the name of the Depositor or
the
Master Servicer or any Affiliate thereof shall be entitled to Voting Rights
with
respect to matters affecting such Certificates.
Notwithstanding
any contrary provision of this Agreement, the Trust Administrator shall not
consent to any amendment to this Agreement unless it shall have first received
an Opinion of Counsel to the effect that (i) 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 and (ii) such amendment will not cause the Grantor
Trust to fail to qualify as a Grantor Trust at any time the Group 3 Floating
Rate Certificates are outstanding.
Prior
to
executing any amendment pursuant to this Section, the Trust Administrator shall
be entitled to receive an Opinion of Counsel (provided by the Person requesting
such amendment) to the effect that such amendment is authorized or permitted
by
this Agreement.
Promptly
after the execution of any such amendment the Trust Administrator shall furnish
a copy of such amendment to each Certificateholder.
It
shall
not be necessary for the consent of Certificateholders under this Section 11.01
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trust Administrator may prescribe.
The
cost
of any Opinion of Counsel to be delivered pursuant to this Section 11.01 shall
be borne by the Person seeking the related amendment, but in no event shall
such
Opinion of Counsel be an expense of the Trustee or the Trust
Administrator.
Notwithstanding
the foregoing, each of the Trustee, the Paying Agent, the Certificate Registrar,
the Authenticating Agent and Trust Administrator may, but shall not be obligated
to enter into any amendment pursuant to this Section that affects its rights,
duties and immunities under this Agreement or otherwise.
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 amount or priority of
any
payments to the Swap Provider pursuant to Section 4.12 of this Agreement or
on
the return to the Swap Provider pursuant to Section 4.11 of this Agreement
of
any collateral posted by the Swap Provider pursuant to the Swap Credit Support
Annex (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) without the prior written consent of the Swap Provider, which
consent shall not be unreasonably withheld, conditioned or delayed.
Swap
Provider shall be an express third-party beneficiary of this Agreement to the
extent of its rights to receive any payments pursuant to Section 4.12 of this
Agreement or the right of each Swap Provider to the return pursuant to Section
4.11 of this Agreement of any collateral posted by the Swap Provider, and shall
have the right to enforce such rights under this Agreement as if it were a
party
hereto.
SECTION
11.02
|
Recordation
of Agreement; Counterparts.
|
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Master Servicer at the
expense of the Certificateholders, but only upon direction of Certificateholders
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the
Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
SECTION
11.03
|
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as expressly provided
for
herein) or in any manner otherwise control the operation and management of
the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of any of the Certificates, be construed
so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to
any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless (i) such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and (ii) the Holders of
Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding
in
its own name as Trustee hereunder and shall have offered to the Trustee such
indemnity satisfactory to it against the costs, expenses and liabilities to
be
incurred therein or thereby, and the Trustee, for 15 days after its receipt
of
such notice, request and offer of indemnity, shall have neglected or refused
to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of
this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the equal, ratable and common benefit
of
all Certificateholders. For the protection and enforcement of the provisions
of
this Section, each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.
SECTION
11.04
|
Governing
Law.
|
This
Agreement shall be construed in accordance with the laws of the State of New
York and the obligations, rights and remedies of the parties hereunder shall
be
determined in accordance with such laws.
SECTION
11.05
|
Notices.
|
All
directions, demands and notices hereunder shall be sent (i) via facsimile (with
confirmation of receipt) or (ii) in writing and shall be deemed to have been
duly given when received if personally delivered at or mailed by first class
mail, postage prepaid, or by express delivery service or delivered in any other
manner specified herein, to (a) in the case of the Depositor, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group (telecopy
number (000) 000-0000), or such other address or telecopy number as may
hereafter be furnished to the Master Servicer, the Trust Administrator, the
Paying Agent, the Certificate Registrar, the Authenticating Agent and the
Trustee in writing by the Depositor, (b) in the case of the Master Servicer,
Master Servicing Division - MC: N3B-355M, 0000 Xxxxxx Xxxx., Xxxxxx, XX 00000
(Attention: Compliance Manager), facsimile no.: (000) 000-0000 (with a copy
to,
0000 Xxxxxxxxxx Xxxxx, X’Xxxxxx, XX 00000, Attention: Chief Legal Counsel
(facsimile no.: (000) 000-0000)), or such other address or facsimile number
as
may hereafter be furnished to the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar, the Authenticating Agent and the Depositor
in
writing by the Master Servicer, (c) in the case of the Trust Administrator,
1000
Technology Drive, M.S. 337, O’Xxxxxx, Xxxxxxxx 00000, Attention:
Mortgage Finance (telecopy number (000) 000-0000), or such other address or
telecopy number as may hereafter be furnished to the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent and the Depositor in writing by the Master Servicer (d) in the case of
the
Paying Agent, the Authenticating Agent and the Certificate Registrar, 000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx,
Xxx Xxxx 00000, Attention: Citibank Agency & Trust, CMLTI 2007-10,
(telephone number (000) 000-0000), or such other address or telecopy number
as
may hereafter be furnished to the Master Servicer, the Depositor, the Trust
Administrator and the Trustee in writing by the Paying Agent, the Certificate
Registrar or the Authenticating Agent and (e) in the case of the Trustee, U.S.
Bank National Association, Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services (telecopy
number (000) 000-0000), or such other address or telecopy number as may
hereafter be furnished to the Master Servicer, the Trust Administrator, the
Paying Agent, the Certificate Registrar, the Authenticating Agent and the
Depositor in writing by the Trustee. Any notice required or permitted to be
given to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register.
Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.
SECTION
11.06
|
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
SECTION
11.07
|
Notice
to Rating Agencies.
|
The
Trust
Administrator shall use its best efforts promptly to provide notice to the
Rating Agencies, and each of the Master Servicer and the Paying Agent shall
use
its best efforts promptly to provide notice to the Trust Administrator, with
respect to each of the following of which the Trust Administrator, the Master
Servicer or the Paying Agent, as applicable, has actual
knowledge:
1. Any
material change or amendment to this Agreement, including but not limited to,
any material change or amendment to Sections 3.01 or 3.07 concerning
modifications;
2. The
occurrence of any Master Servicer Event of Default that has not been cured
or
waived;
3. The
resignation or termination of the Master Servicer, the Trust Administrator,
the
Paying Agent, the Certificate Registrar, the Authenticating Agent or the
Trustee;
4. The
repurchase or substitution of Mortgage Loans pursuant to or as contemplated
by
Section 2.03;
5. The
final payment to the Holders of any Class of Certificates;
6. Any
change in the location of the Collection Account or the Distribution
Account;
7. Any
event that would result in the inability of the Trustee, were it to succeed
as
Master Servicer, to make advances regarding delinquent Mortgage Loans;
and
8. The
filing of any claim under the Master Servicer’s blanket bond and errors and
omissions insurance policy required by Section 3.14 or the cancellation or
material modification of coverage under any such instrument.
In
addition, the Trust Administrator shall make available to the Rating Agencies
copies of each report to Certificateholders described in Section 4.02 and the
Master Servicer shall promptly furnish to the Rating Agencies copies of the
following:
1. Each
Annual Statement of Compliance described in Section 3.20; and
2. Each
Compliance Assessment and Attestation 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 Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, or such other addresses as the Rating Agencies may designate
in
writing to the parties hereto.
SECTION
11.08
|
Article
and Section References.
|
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
SECTION
11.09
|
Grant
of Security Interest.
|
It
is the
express intent of the parties hereto that the conveyance of the Mortgage Loans
by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage
Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor
to secure a debt or other obligation of the Depositor. However, in the event
that, notwithstanding the aforementioned intent of the parties, the Mortgage
Loans are held to be property of the Depositor, then, (a) it is the express
intent of the parties that such conveyance be deemed a pledge of the Mortgage
Loans by the Depositor to the Trustee to secure a debt or other obligation
of
the Depositor and (b)(1) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the Uniform Commercial
Code
as in effect from time to time in the State of New York; (2) the conveyance
provided for in Section 2.01 hereof shall be deemed to be a grant by the
Depositor to the Trustee of a security interest in all of the Depositor’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested
in the Collection Account and the Distribution Account, whether in the form
of
cash, instruments, securities or other property; (3) the obligations secured
by
such security agreement shall be deemed to be all of the Depositor’s obligations
under this Agreement, including the obligation to provide to the
Certificateholders the benefits of this Agreement relating to the Mortgage
Loans
and the Trust Fund; and (4) notifications to persons holding such property,
and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
Accordingly, the Depositor hereby grants to the Trustee a security interest
in
the Mortgage Loans and all other property described in clause (2) of the
preceding sentence, for the purpose of securing to the Trustee the performance
by the Depositor of the obligations described in clause (3) of the preceding
sentence. Notwithstanding the foregoing, the parties hereto intend the
conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
sale of the Mortgage Loans and assets constituting the Trust Fund by the
Depositor to the Trustee.
SECTION
11.10
|
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
and 4.06 of this Agreement is to facilitate compliance by the
Depositor with the provisions of Regulation AB promulgated by the Commission
under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended
from time to time and subject to clarification and interpretive advice as may
be
issued by the staff of the Commission from time to time. Therefore,
each of the parties agrees that (a) the obligations of the parties hereunder
shall be interpreted in such a manner as to accomplish that purpose, (b) the
parties’ obligations hereunder will be supplemented and modified as necessary to
be consistent with any such amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed securities
markets, opinion of counsel, or otherwise in respect of the requirements of
Regulation AB, (c) the parties shall comply with requests made by the Depositor
for delivery of additional or different information, to the extent that such
information is available or reasonably attainable, as the Depositor 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.
All
percentages of Voting Rights referred to herein shall be deemed, with respect
to
matters affecting the related Collateral Pool and the related Certificates,
to
mean percentages of the Voting Rights with respect to such related
Certificates.
IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Trust Administrator,
the Paying Agent, the Authenticating Agent, the Certificate Registrar and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized, in each case as of the day and year first above
written.
CITIGROUP
MORTGAGE LOAN TRUST INC.,
as
Depositor
|
||||||||||||||
By:
|
/s/ Xxxxxxx Xxxxx
|
|||||||||||||
Name:
|
Xxxxxxx
Xxxxx
|
|||||||||||||
Title:
|
Vice
President
|
|||||||||||||
CITIMORTGAGE,
INC.,
as
Master Servicer and Trust Administrator
|
||||||||||||||
By:
|
/s/ Xxxxx Xxxxxx
|
|||||||||||||
Name:
|
Xxxxx
Xxxxxx
|
|||||||||||||
Title:
|
Senior
Vice President
|
|||||||||||||
CITIBANK,
N.A.,
as
Paying Agent, Certificate Registrar and Authenticating
Agent
|
||||||||||||||
By:
|
/s/
Xxxxxxxx XxXxxxx
|
|||||||||||||
Name:
|
Xxxxxxxx
XxXxxxx
|
|||||||||||||
Title:
|
Vice
President
|
|||||||||||||
U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
as
Trustee
|
||||||||||||||
By:
|
/s/
Xxxxx X’Xxxxx
|
|||||||||||||
Name:
|
Xxxxx
X’Xxxxx
|
|||||||||||||
Title:
|
Vice
President
|
STATE
OF NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
____ day of October 2007, before me, a notary public in and for said State,
personally appeared _____________________, known to me to be an
_____________________ of Citigroup Mortgage Loan Trust Inc., one of the
corporations that executed the within instrument, and also known to me to be
the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
STATE
OF_____________
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
the
____ day of October 2007, before me, a notary public in and for said State,
personally appeared _____________________, known to me to be a
_____________________ of CitiMortgage, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
STATE
OF NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
____ day of October 2007, before me, a notary public in and for said State,
personally appeared _____________________, known to me to be an
_____________________ of Citibank, N.A., one of the entities that executed
the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official the day
and
year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
STATE
OF_____________
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
the
____ day of October 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 corporation, and acknowledged to me that such
entity executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
EXHIBIT
A-1
FORM
OF
CLASS 1A1A 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 1A1A Certificates as of
the
Issue Date: $190,071,000.00
Denomination:
$190,071,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AA6
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1A1A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
1A1A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 1A1A Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 1A1B 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 1A1B Certificates as of
the
Issue Date: $11,169,000.00
Denomination:
$11,169,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AB4
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1A1B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
1A1B Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 1A1B Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 1B1 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”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.1
|
Aggregate
Certificate Principal Balance of the Class 1B1 Certificates as of
the
Issue Date: $2,378,000.00
Denomination:
$2,378,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AC2
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1B1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
1B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 1B1 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Any
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 in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 1B2 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”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES AND THE CLASS
1B1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.1
|
Aggregate
Certificate Principal Balance of the Class 1B2 Certificates as of
the
Issue
Date
$1,241,000.00
Denomination:
$1,241,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AD0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1B2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
1B2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, Trust Administrator,
Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 1B2 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Any
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 in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 1B3 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”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1B1
CERTIFICATES AND THE CLASS 1B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.1
|
Aggregate
Certificate Principal Balance of the Class 1B3 Certificates as of
the
Issue Date: $517,000.00
Denomination:
$517,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AE8
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1B3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
1B3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 1B3 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Any
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 in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 1B4 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”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1B1
CERTIFICATES, THE CLASS 1B2 CERTIFICATES AND THE CLASS 1B3 CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 1B4 Certificates as of
the
Issue Date: $931,000.00
Denomination:
$931,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AF5
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1B4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
1B4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 1B4 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder of
the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1. None of the Depositor or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 1B5 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”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1B1
CERTIFICATES, THE CLASS 1B2 CERTIFICATES, THE CLASS 1B3 CERTIFICATES AND THE
CLASS 1B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 1B5 Certificates as of
the
Issue Date: $310,000.00
Denomination:
$310,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AG3
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate, first
lien
mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1B5 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
1B5 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 1B5 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder of
the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1. None of the Depositor or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 1B6 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”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1B1
CERTIFICATES, THE CLASS 1B2 CERTIFICATES, THE CLASS 1B3 CERTIFICATES, THE CLASS
1B4 CERTIFICATES AND THE CLASS 1B5 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 1B6 Certificates as of
the
Issue Date: $207,370.00
Denomination:
$207,370.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AH1
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1B6 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
1B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 1B6 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder of
the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1. None of the Depositor or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 1R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF 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(c) OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
OF
THIS CERTIFICATE.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.1
|
Aggregate
Certificate Principal Balance of the Class 1R Certificates as of
the Issue
Date: $100.37
Denomination:
$100.37
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AJ7
|
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate, first
lien
mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Citigroup Global Markets, Inc. is the registered owner of the
Percentage Interest evidenced by this Certificate specified above in that
certain beneficial ownership interest evidenced by all the Class 1R Certificates
in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated
as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc.
(hereinafter called the “Depositor,” which term includes any successor entity
under the Agreement), the Master Servicer, the Trust Administrator, Citibank,
N.A. and the Trustee, a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 1R Certificates on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor, the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Certificate Registrar (i) an affidavit
to the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that (A)
the
Class 1R Certificates have been designated as a residual interest in one or
more
REMICs, (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 1R Certificates. Notwithstanding the registration in the
Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall not
be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause any REMIC to cease
to
qualify as a REMIC or cause the imposition of a tax upon any REMIC.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 2A1A 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2A1A Certificates as of
the
Issue Date: $5,162,000.00
Denomination:
5,162,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AK4
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2A1A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2A1A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2A1A Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 22AA 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 22AA Certificates as of
the
Issue Date: $377,958,000.00
Denomination:
$377,958,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AL2
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 22AA Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
22AA Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 22AA Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 2A2A 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2A2A Certificates as of
the
Issue Date:
$100,000,000.00
Denomination:
$100,000,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AM0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2A2A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2A2A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2A2A Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 2A2B 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2A2B Certificates as of
the
Issue Date: $5,820,000.00
Denomination:
$5,820,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AN8
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2A2B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2A2B Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2A2B Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 212B
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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 212B Certificates as of
the
Issue Date: $24,180,000.00
Denomination:
$24,180,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AP3
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 212B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
212B Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 212B Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 2A2IO 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Notional Amount of the Class 2A2IO Certificates as of the Issue Date:
$100,000,000.00
Denomination:
$100,000,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AQ1
|
THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE
MONTHLY. ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Notional Amount of the Class 2A2IO Certificates as of the Issue Date) in that
certain beneficial ownership interest evidenced by all the Class 2A2IO
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2A2IO Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 2A3A 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2A3A Certificates as of
the
Issue Date:
$27,183,000.00
Denomination:
$27,183,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AR9
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2A3A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2A3A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2A3A Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 2A3B 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2A3B Certificates as of
the
Issue Date: $1,345,000.00
Denomination:
$1,345,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AS7
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2A3B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2A3B Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2A3B Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 2A3IO 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Notional Amount of the Class 2A3IO Certificates as of the Issue Date:
$27,183,000.00
Denomination:
$27,183,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AT5
|
THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE
MONTHLY. ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Notional Amount of the Class 2A3IO Certificates as of the Issue Date) in that
certain beneficial ownership interest evidenced by all the Class 2A3IO
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2A3IO Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds
to
|
,
|
for
the account of
|
,
|
account
number___________, or, if mailed by check, to
|
,
|
Applicable
statements should be mailed to
|
,
|
.
|
This
information is provided by
|
,
|
the
assignee named above, or
|
,
|
as
its agent.
|
EXHIBIT
A-19
FORM
OF
CLASS 2A4A 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2A4A Certificates as of
the
Issue Date: $34,409,000.00
Denomination:
$34,409,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AU2
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2A4A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2A4A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2A4A Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-20
FORM
OF
CLASS 2A4B 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2A4B Certificates as of
the
Issue Date: $1,703,000.00
Denomination:
$1,703,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AV0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2A4B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2A4B Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2A4B Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-21
FORM
OF
CLASS 2A5A 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2A5A Certificates as of
the
Issue Date: $31,754,000.00
Denomination:
$31,754,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AW8
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2A5A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2A5A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2A5A Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-22
FORM
OF
CLASS 2A5B 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2A5B Certificates as of
the
Issue Date: $1,571,000.00
Denomination:
$1,571,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AX6
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2A5B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2A5B Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2A5B Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-23
FORM
OF
CLASS 2B1 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”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2B1 Certificates as of
the
Issue Date: $11,838,000.00
Denomination:
$11,838,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AY4
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2B1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2B1 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Any
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 in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-24
FORM
OF
CLASS 2B2 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”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES AND THE CLASS
2B1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2B2 Certificates as of
the
Issue Date: $5,439,000.00
Denomination: $5,439,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q AZ1
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2B2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2B2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2B2 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Any
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 in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-25
FORM
OF
CLASS 2B3 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”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2B1
CERTIFICATES AND THE CLASS 2B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.1
|
Aggregate
Certificate Principal Balance of the Class 2B3 Certificates as of
the
Issue Date: $2,560,000.00
Denomination:
$2,560,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BA5
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2B3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2B3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2B3 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Any
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 in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-26
FORM
OF
CLASS 2B4 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”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2B1
CERTIFICATES, THE CLASS 2B2 CERTIFICATES AND THE CLASS 2B3 CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.1
|
Aggregate
Certificate Principal Balance of the Class 2B4 Certificates as of
the
Issue Date: $5,119,000.00
Denomination:
$5,119,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BB3
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2B4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2B4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, Trust Administrator,
Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2B4 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder of
the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1. None of the Depositor or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-27
FORM
OF
CLASS 2B5 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”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2B1
CERTIFICATES, THE CLASS 2B2 CERTIFICATES, THE CLASS 2B3 CERTIFICATES AND THE
CLASS 2B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.1
|
Aggregate
Certificate Principal Balance of the Class 2B5 Certificates as of
the
Issue Date: $1,599,000.00
Denomination:
$1,599,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BC1
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2B5 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2B5 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2B5 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder of
the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1. None of the Depositor or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-28
FORM
OF CLASS 2B6 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”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2B1
CERTIFICATES, THE CLASS 2B2 CERTIFICATES, THE CLASS 2B3 CERTIFICATES, THE CLASS
2B4 CERTIFICATES AND THE CLASS 2B5 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 2B6 Certificates as of
the
Issue Date: $2,240,392.00
Denomination:
$2,240,392.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BD9
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2B6 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
2B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2B6 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder of
the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1. None of the Depositor or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-29
FORM
OF
CLASS 2R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF 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(c) OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
OF
THIS CERTIFICATE.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.1
|
Aggregate
Certificate Principal Balance of the Class 2R Certificates as of
the Issue
Date: $100.33
Denomination:
$100.33
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BE7
|
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate, first
lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Citigroup Global Markets, Inc. is the registered owner of the
Percentage Interest evidenced by this Certificate specified above in that
certain beneficial ownership interest evidenced by all the Class 2R Certificates
in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated
as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc.
(hereinafter called the “Depositor,” which term includes any successor entity
under the Agreement), the Master Servicer, the Trust Administrator, Citibank,
N.A. and the Trustee, a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 2R Certificates on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Certificate Registrar (i) an affidavit
to the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that (A)
the
Class 2R Certificates have been designated as a residual interest in one or
more
REMICs, (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 2R Certificates. Notwithstanding the registration in the
Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall not
be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause any REMIC to cease
to
qualify as a REMIC or cause the imposition of a tax upon any REMIC.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-30
FORM
OF
CLASS 31AA 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 REPRESENTS OWNERSHIP
A OF
“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”).
PRIOR
TO
THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
|
Aggregate
Certificate Principal Balance of the Class 31AA Certificates as of
the
Issue Date: $25,000,000.00
Denomination:
$25,000,000.00
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BF4
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a percentage interest in the distributions allocation to the Class 31AA
Certificates with respect to the Grantor Trust consisting primarily of the
Underlying Interests and the Swap Agreement.
This
Certificate is payable solely from the assets of the Grantor Trust, and does
not
represent an obligation of or interest in Depositor, the Master Servicer, the
Trust Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or
any
of their affiliates. None of this Certificate, the Underlying
Interest and the Swap Agreement are guaranteed or insured by any governmental
agency or instrumentality or by Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or any of
their affiliates. None of the Depositor, the Master Servicer, the
Trust Administrator, Citibank, N.A., the Trustee or any of their affiliates
will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.
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 31AA Certificates as of the Issue
Date) in certain distributions with respect to the Grantor Trust
consisting primarily of the Underlying Interests and the Swap Agreement (the
“Assets”). The Grantor Trust was created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Master Servicer, the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date and such
Distribution Date is prior to the 58th Distribution Date, at the close of
business on the Business Day immediately prior to such Distribution Date, but
if
this Certificate is no longer a Book-Entry Certificate or such Distribution
Date
is after the 58th Distribution Date, then to the Person in whose name this
Certificate is registered at the close of business on the last Business Day
of
the calendar month preceding such Distribution Date (the “Record Date”), from
the Swap Account held by the Grantor Trust in an amount equal to the product
of
the Percentage Interest evidenced by this Certificate and the amount of interest
and principal, if any, required to be distributed to Holders of Class 31AA
Certificates on such Distribution Date.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
Prior
to
the termination of the Swap Agreement, any transferee of this Certificate shall
be deemed to have made the representations in Section 5.02 of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund issuing the Underlying
Interests shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the
Trust Fund of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all the Mortgage
Loans in the Collateral Pool relating to this Certificate and all property
acquired in respect of any Mortgage Loan in such Collateral Pool at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates relating to such Collateral Pool; however,
such right to purchase is subject to the aggregate Stated Principal Balance
of
the Mortgage Loans in such Collateral Pool at the time of purchase being less
than 10% of the aggregate principal balance of the Mortgage Loans in such
Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-31
FORM
OF
CLASS 3A1A 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 REPRESENTS OWNERSHIP
A OF
“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”).
PRIOR
TO
THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
|
Aggregate
Certificate Principal Balance of the Class 3A1A Certificates as of
the
Issue Date: $118,475,000.00
Denomination:
$118,475,000.00
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BG2
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a percentage interest in the distributions allocation to the Class 3A1A
Certificates with respect to the Grantor Trust consisting primarily of the
Underlying Interests and the Swap Agreement.
This
Certificate is payable solely from the assets of the Grantor Trust, and does
not
represent an obligation of or interest in Depositor, the Master Servicer, the
Trust Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or
any
of their affiliates. None of this Certificate, the Underlying
Interest and the Swap Agreement are guaranteed or insured by any governmental
agency or instrumentality or by Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or any of
their affiliates. None of the Depositor, the Master Servicer, the
Trust Administrator, Citibank, N.A., the Trustee or any of their affiliates
will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.
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 3A1A Certificates as of the Issue
Date) in certain distributions with respect to the Grantor Trust
consisting primarily of the Underlying Interests and the Swap Agreement (the
“Assets”). The Grantor Trust was created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Master Servicer, the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date and such
Distribution Date is prior to the 58th Distribution
Date,
at the close of business on the Business Day immediately prior to such
Distribution Date, but if this Certificate is no longer a Book-Entry Certificate
or such Distribution Date is after the 58th Distribution Date, then to the
Person in whose name this Certificate is registered at the close of business
on
the last Business Day of the calendar month preceding such Distribution Date
(the “Record Date”), from the Swap Account held by the Grantor Trust in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount of interest and principal, if any, required to be
distributed to Holders of Class 3A1A Certificates on such Distribution
Date.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
Prior
to
the termination of the Swap Agreement, any transferee of this Certificate shall
be deemed to have made the representations in Section 5.02 of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund issuing the Underlying
Interests shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the
Trust Fund of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all the Mortgage
Loans in the Collateral Pool relating to this Certificate and all property
acquired in respect of any Mortgage Loan in such Collateral Pool at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates relating to such Collateral Pool; however,
such right to purchase is subject to the aggregate Stated Principal Balance
of
the Mortgage Loans in such Collateral Pool at the time of purchase being less
than 10% of the aggregate principal balance of the Mortgage Loans in such
Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-32
FORM
OF
CLASS 3A1B 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 REPRESENTS OWNERSHIP
A OF
“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”).
PRIOR
TO
THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
|
Aggregate
Certificate Principal Balance of the Class 3A1B Certificates as of
the
Issue Date: $32,310,000.00
Denomination:
$32,310,000.00
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BH0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a percentage interest in the distributions allocation to the Class 3A1B
Certificates with respect to the Grantor Trust consisting primarily of the
Underlying Interests and the Swap Agreement.
This
Certificate is payable solely from the assets of the Grantor Trust, and does
not
represent an obligation of or interest in Depositor, the Master Servicer, the
Trust Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or
any
of their affiliates. None of this Certificate, the Underlying
Interest and the Swap Agreement are guaranteed or insured by any governmental
agency or instrumentality or by Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or any of
their affiliates. None of the Depositor, the Master Servicer, the
Trust Administrator, Citibank, N.A., the Trustee or any of their affiliates
will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.
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 3A1B Certificates as of the Issue
Date) in certain distributions with respect to the Grantor Trust
consisting primarily of the Underlying Interests and the Swap Agreement (the
“Assets”). The Grantor Trust was created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Master Servicer, the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date and such
Distribution Date is prior to the 58th Distribution
Date,
at the close of business on the Business Day immediately prior to such
Distribution Date, but if this Certificate is no longer a Book-Entry Certificate
or such Distribution Date is after the 58th Distribution Date, then to the
Person in whose name this Certificate is registered at the close of business
on
the last Business Day of the calendar month preceding such Distribution Date
(the “Record Date”), from the Swap Account held by the Grantor Trust in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount of interest and principal, if any, required to be
distributed to Holders of Class 3A1B Certificates on such Distribution
Date.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
Prior
to
the termination of the Swap Agreement, any transferee of this Certificate shall
be deemed to have made the representations in Section 5.02 of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund issuing the Underlying
Interests shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the
Trust Fund of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all the Mortgage
Loans in the Collateral Pool relating to this Certificate and all property
acquired in respect of any Mortgage Loan in such Collateral Pool at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates relating to such Collateral Pool; however,
such right to purchase is subject to the aggregate Stated Principal Balance
of
the Mortgage Loans in such Collateral Pool at the time of purchase being less
than 10% of the aggregate principal balance of the Mortgage Loans in such
Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-33
FORM
OF
CLASS 3A1C 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 REPRESENTS OWNERSHIP
A OF
“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”).
PRIOR
TO
THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
|
Aggregate
Certificate Principal Balance of the Class 3A1C Certificates as of
the
Issue Date: $17,883,000.00
Denomination:
$17,883,000.00
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BJ6
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a percentage interest in the distributions allocation to the Class 3A1C
Certificates with respect to the Grantor Trust consisting primarily of the
Underlying Interests and the Swap Agreement.
This
Certificate is payable solely from the assets of the Grantor Trust, and does
not
represent an obligation of or interest in Depositor, the Master Servicer, the
Trust Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or
any
of their affiliates. None of this Certificate, the Underlying
Interest and the Swap Agreement are guaranteed or insured by any governmental
agency or instrumentality or by Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or any of
their affiliates. None of the Depositor, the Master Servicer, the
Trust Administrator, Citibank, N.A., the Trustee or any of their affiliates
will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.
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 3A1C Certificates as of the Issue
Date) in certain distributions with respect to the Grantor Trust
consisting primarily of the Underlying Interests and the Swap Agreement (the
“Assets”). The Grantor Trust was created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Master Servicer, the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date and such
Distribution Date is prior to the 58th Distribution Date, at the close of
business on the Business Day immediately prior to such Distribution Date, but
if
this Certificate is no longer a Book-Entry Certificate or such Distribution
Date
is after the 58th Distribution Date, then to the Person in whose name this
Certificate is registered at the close of business on the last Business Day
of
the calendar month preceding such Distribution Date (the “Record Date”), from
the Swap Account held by the Grantor Trust in an amount equal to the product
of
the Percentage Interest evidenced by this Certificate and the amount of interest
and principal, if any, required to be distributed to Holders of Class 3A1C
Certificates on such Distribution Date.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
Prior
to
the termination of the Swap Agreement, any transferee of this Certificate shall
be deemed to have made the representations in Section 5.02 of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund issuing the Underlying
Interests shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the
Trust Fund of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all the Mortgage
Loans in the Collateral Pool relating to this Certificate and all property
acquired in respect of any Mortgage Loan in such Collateral Pool at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates relating to such Collateral Pool; however,
such right to purchase is subject to the aggregate Stated Principal Balance
of
the Mortgage Loans in such Collateral Pool at the time of purchase being less
than 10% of the aggregate principal balance of the Mortgage Loans in such
Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-34
FORM
OF
CLASS 31AB 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 REPRESENTS OWNERSHIP
A OF
“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”).
PRIOR
TO
THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
|
Aggregate
Certificate Principal Balance of the Class 31AB Certificates as of
the
Issue Date: $26,837,000.00
Denomination:
$26,837,000.00
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BK3
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a percentage interest in the distributions allocation to the Class 31AB
Certificates with respect to the Grantor Trust consisting primarily of the
Underlying Interests and the Swap Agreement.
This
Certificate is payable solely from the assets of the Grantor Trust, and does
not
represent an obligation of or interest in Depositor, the Master Servicer, the
Trust Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or
any
of their affiliates. None of this Certificate, the Underlying
Interest and the Swap Agreement are guaranteed or insured by any governmental
agency or instrumentality or by Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or any of
their affiliates. None of the Depositor, the Master Servicer, the
Trust Administrator, Citibank, N.A., the Trustee or any of their affiliates
will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.
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 31AB Certificates as of the Issue
Date) in certain distributions with respect to the Grantor Trust
consisting primarily of the Underlying Interests and the Swap Agreement (the
“Assets”). The Grantor Trust was created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Master Servicer, the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date and such
Distribution Date is prior to the 58th Distribution Date, at the close of
business on the Business Day immediately prior to such Distribution Date, but
if
this Certificate is no longer a Book-Entry Certificate or such Distribution
Date
is after the 58th Distribution Date, then to the Person in whose name this
Certificate is registered at the close of business on the last Business Day
of
the calendar month preceding such Distribution Date (the “Record Date”), from
the Swap Account held by the Grantor Trust in an amount equal to the product
of
the Percentage Interest evidenced by this Certificate and the amount of interest
and principal, if any, required to be distributed to Holders of Class 31AB
Certificates on such Distribution Date.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
Prior
to
the termination of the Swap Agreement, any transferee of this Certificate shall
be deemed to have made the representations in Section 5.02 of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund issuing the Underlying
Interests shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the
Trust Fund of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all the Mortgage
Loans in the Collateral Pool relating to this Certificate and all property
acquired in respect of any Mortgage Loan in such Collateral Pool at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates relating to such Collateral Pool; however,
such right to purchase is subject to the aggregate Stated Principal Balance
of
the Mortgage Loans in such Collateral Pool at the time of purchase being less
than 10% of the aggregate principal balance of the Mortgage Loans in such
Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-35
FORM
OF
CLASS 3A1IO 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Notional Amount of the Class 3A1IO Certificates as of the Issue Date:
$220,505,000.00
Denomination:
$220,505,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BL1
|
THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE
MONTHLY. ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Notional Amount of the Class 3A1IO Certificates as of the Issue Date) in that
certain beneficial ownership interest evidenced by all the Class 3A1IO
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3A1IO Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-36
FORM
OF
CLASS 3A2A 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 3A2A Certificates as of
the
Issue Date: $8,744,000.00
Denomination:
$8,744,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BM9
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 3A2A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
3A2A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3A2A Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-37
FORM
OF
CLASS 3A2B 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 3A2B Certificates as of
the
Issue Date: $1,212,000.00
Denomination:
$1,212,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BN7
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 3A2B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
3A2B Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3A2B Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-38
FORM
OF
CLASS 3A3A 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 3A3A Certificates as of
the
Issue Date: $28,315,000.00
Denomination:
$28,315,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q
BP2
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 3A3A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
3A3A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3A3A Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-39
FORM
OF
CLASS 3A3B 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
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 3A3B Certificates as of
the
Issue Date: $3,925,000.00
Denomination:
$3,925,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q
BQ0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 3A3B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
3A3B Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3A3B Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 2007-10
CITIBANK,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-40
FORM
OF CLASS 3B1 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”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 3B1 Certificates as of
the
Issue Date: $18,712,000.00
Denomination:
$18,712,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BR8
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 3B1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
3B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3B1 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
Any
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 in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-41
FORM
OF CLASS 3B2 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”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES AND THE CLASS
3B1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 3B2 Certificates as of
the
Issue Date: $3,242,000.00
Denomination:
$3,242,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BS6
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 3B2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
3B2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3B2 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
Any
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 in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-42
FORM
OF CLASS 3B3 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”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES, THE CLASS 3B1
CERTIFICATES AND THE CLASS 3B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 3B3 Certificates as of
the
Issue Date: $1,768,000.00
Denomination:
$1,768,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BT 4
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 3B3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
3B3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3B3 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
Any
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 in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-43
FORM
OF CLASS 3B4 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”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES, THE CLASS 3B1
CERTIFICATES, THE CLASS 3B2 CERTIFICATES AND THE CLASS 3B3 CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 3B4 Certificates as of
the
Issue Date: $2,504,000.00
Denomination:
$2,504,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BU1
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 3B4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
3B4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3B4 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder of
the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1. None of the Depositor or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-44
FORM
OF CLASS 3B5 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”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES, THE CLASS 3B1
CERTIFICATES, THE CLASS 3B2 CERTIFICATES, THE CLASS 3B3 CERTIFICATES AND THE
CLASS 3B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 3B5 Certificates as of
the
Issue Date: $2,652,000.00
Denomination:
$2,652,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BV9
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 3B5 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
3B5 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3B5 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least 66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder of
the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1. None of the Depositor or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-45
FORM
OF CLASS 3B6 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”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES, THE CLASS 3B1
CERTIFICATES, THE CLASS 3B2 CERTIFICATES, THE CLASS 3B3 CERTIFICATES, THE CLASS
3B4 CERTIFICATES AND THE CLASS 3B5 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.
1
|
Aggregate
Certificate Principal Balance of the Class 3B6 Certificates as of
the
Issue Date: $3,094,888.00
Denomination:
$3,094,888.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BW7
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 3B6 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
3B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3B6 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder of
the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1. None of the Depositor or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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-46
FORM
OF
CLASS 3P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED HEREIN.
Series:
2007-10
|
Aggregate
Certificate Principal Balance of the Class 3P Certificates as of
the Issue
Date: $100.00
|
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2007
|
Denomination:
$100.00
|
First
Distribution Date: November 26, 2007
|
Master
Servicer: CitiMortgage, Inc.
|
No.
1
|
Trust
Administrator: CitiMortgage, Inc.
|
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
|
|
Trustee:
U.S. Bank National Association
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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 3P Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class 3P Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the “Agreement”), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain
of
the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3P Certificates on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate 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 Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the
1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Trust Administrator,
the Depositor, the Master Servicer, Citibank, N.A. and any Sub-Servicer against
any liability that may result if the transfer is not so exempt or is not made
in
accordance with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in
the
Agreement to purchase from the Trust Fund all the Mortgage Loans in the
Collateral Pool relating to this Certificate and all property acquired in
respect of any Mortgage Loan in such Collateral Pool at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates relating to such Collateral Pool; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans in such Collateral Pool at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans in such Collateral
Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
April ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
|
|
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-47
FORM
OF
CLASS 3R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF 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(c) OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
OF
THIS CERTIFICATE.
Series
2007-10
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2007
First
Distribution Date: November 26, 2007
No.1
|
Aggregate
Certificate Principal Balance of the Class 3R Certificates as of
the Issue
Date: $99.51
Denomination:
$99.51
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2007
CUSIP:
17313Q BX 5
|
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Citigroup Global Markets, Inc. is the registered owner of the
Percentage Interest evidenced by this Certificate specified above in that
certain beneficial ownership interest evidenced by all the Class 3R Certificates
in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated
as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc.
(hereinafter called the “Depositor,” which term includes any successor entity
under the Agreement), the Master Servicer, the Trust Administrator, Citibank,
N.A. and the Trustee, a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class 3R Certificates on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Certificate Registrar (i) an affidavit
to the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that (A)
the
Class 3R Certificates have been designated as a residual interest in one or
more
REMICs, (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 3R Certificates. Notwithstanding the registration in the
Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall not
be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause any REMIC to cease
to
qualify as a REMIC or cause the imposition of a tax upon any REMIC.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
October ___, 2007
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2007-10
CITIBANK,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Officer
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM
-
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT
-
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN -
|
as
joint tenants with right of 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 Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
.
|
Dated:
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 party identified
as responsible for preparing the Securities Exchange Act Reports pursuant to
Section 3.19 of the Pooling and Servicing Agreement.
Under
Item 1 of Form 10-D: a) items marked “4.02 Statement” are required to be
included in the periodic Distribution Date statements under Section 4.02,
provided by the Trust Administrator; 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. All such information and
any other Items on Form 8-K and Form 10-D set forth in this Exhibit shall be
sent to the Trust Administrator and the Depositor.
Form
|
Item
|
Description
|
Servicer(s)
|
Master
Servicer
|
Trust
Administrator
|
Custodian
|
Trustee
|
Depositor
|
Sponsor
|
||
10-D
|
Must
be filed within 15 days of the payment date for the asset-backed
securities.
|
(nominal)
|
|||||||||
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.
|
X
(4.02
Statement)
|
||||||||||
(2)
Cash flows received and the sources thereof for distributions, fees
and
expenses.
|
X
(4.02
Statement)
|
||||||||||
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
X
(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.
|
X
(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.
|
X
(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.
|
X
(4.02
Statement)
|
||||||||||
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
X
(4.02
Statement)
|
||||||||||
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
X
(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.
|
X
(4.02
Statement)
|
||||||||||
(6)
Beginning and ending balances of transaction accounts, such as reserve
accounts, and material account activity during the period.
|
X
(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.
|
X
(4.02
Statement)
|
||||||||||
(8)
Number and amount of pool assets at the beginning and ending of each
period, and updated pool composition information, such as weighted
average
coupon, weighted average remaining term, pool factors and prepayment
amounts.
|
X
(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.
|
X
|
X
|
X
(4.02
Statement)
|
||||||||
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool assets.
(methodology)
|
X
|
X
(4.02
Statement)
|
|||||||||
(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.
|
X
|
X
|
X
(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.
|
X
|
X
|
X
(4.02
Statement)
|
||||||||
(12)
Material breaches of pool asset representations or warranties or
transaction covenants.
|
X
|
X
|
X
(if
agreed upon by the parties)
|
X
|
|||||||
(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.
|
X
(4.02
Statement)
|
||||||||||
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
|
X
|
||||||||||
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.
|
X
|
X
|
X
|
X
|
|||||||
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.
|
X
|
X
|
|||||||||
Item
1121(b) – Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
X
|
||||||||||
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:
|
|||||||||||
Sponsor
(Seller)
|
X
|
||||||||||
Depositor
|
X
|
||||||||||
Trustee
|
X
|
||||||||||
Issuing
entity
|
X
|
||||||||||
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or more
of
pool assets at time of report, other material servicers
|
X
|
X
|
|||||||||
Trust
Administrator
|
X
|
||||||||||
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
||||||||||
Custodian
|
X
|
||||||||||
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.
|
X
|
||||||||||
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)
|
X
|
||||||||||
5
|
Submission
of Matters to a Vote of Security Holders
|
||||||||||
Information
from Item 4 of Part II of Form 10-Q
|
X
|
||||||||||
6
|
Significant
Obligors of Pool Assets
|
||||||||||
Item
1112(b) –Significant Obligor Financial
Information*
|
X
|
||||||||||
*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
|
X
|
||||||||||
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||||
Item
1115(b) – Derivative Counterparty Financial Information*
|
|||||||||||
Determining
current maximum probable exposure
|
X
|
||||||||||
Determining
current significance percentage
|
X
|
||||||||||
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||||
*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
|
X
|
||||||||||
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
X
|
||||||||||
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
|
X
|
X
|
X
|
X
|
X
|
||||||
1.02
|
Termination
of a Material Definitive Agreement
|
X
|
X
|
X
|
X
|
X
|
|||||
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.
|
|||||||||||
1.03
|
Bankruptcy
or Receivership
|
||||||||||
Disclosure
is required regarding the bankruptcy or receivership, if known to
the
Master Servicer, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, affiliated Servicer, other
Servicer
servicing 20% or more of pool assets at time of report, other material
servicers, Certificate Administrator, Trustee, significant obligor,
credit
enhancer (10% or more), derivatives counterparty, Custodian
|
X
|
X
|
X
|
X
|
X
|
X
|
|||||
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 6.07 statement
|
X
|
X
|
|||||||||
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
|
X
|
X
|
|||||||||
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”
|
X
|
||||||||||
5.06
|
Change
in Shell Company Status
|
||||||||||
[Not
applicable to ABS issuers]
|
X
|
||||||||||
6.01
|
· ABS
Informational and Computational Material
|
||||||||||
[Not
included in reports to be filed under Section 3.19]
|
X
|
||||||||||
6.02
|
Change
of Servicer or Trustee
|
||||||||||
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing 10%
or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee.
|
X
|
X
|
X
|
X
|
|||||||
Reg
AB disclosure about any new servicer is also required.
|
X
|
||||||||||
Reg
AB disclosure about any new trustee is also required.
|
X
(to the extent required by successor trustee)
|
||||||||||
Reg
AB disclosure about any new Trust Administrator is also
required.
|
X
|
||||||||||
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.
|
X
|
X
|
|||||||||
Reg
AB disclosure about any new enhancement provider is also
required.
|
X
|
X
|
|||||||||
6.04
|
Failure
to Make a Required Distribution
|
X
|
|||||||||
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.
|
X
|
||||||||||
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.
|
X
|
||||||||||
7.01
|
Regulation
FD Disclosure
|
X
|
X
|
X
|
X
|
X
|
|||||
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.
|
X
|
||||||||||
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event.
|
|||||||||
10-K
|
Must
be filed within 90 days of the fiscal year end for the
registrant.
|