CITIGROUP MORTGAGE LOAN TRUST INC. as Depositor WILMINGTON TRUST COMPANY as Owner Trustee CITIMORTGAGE, INC. as Securities Administrator and CITIBANK, N.A.
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CITIGROUP
MORTGAGE LOAN TRUST INC.
as
Depositor
WILMINGTON
TRUST COMPANY
as
Owner Trustee
CITIMORTGAGE,
INC.
as
Securities Administrator
and
CITIBANK,
N.A.
not
in its individual capacity,
but
solely in its capacity as Certificate Registrar and Certificate
Paying Agent
_______________________________________
AMENDED
AND RESTATED
Dated
as of February 27, 2006
_______________________________________
Trust
Certificate, Series 2006-AR1
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Table
of Contents
ARTICLE
I
DEFINITIONS
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Section
1.01
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Definitions
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Section
1.02
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Other
Definitional Provisions.
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ARTICLE
II
ORGANIZATION
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Section
2.01
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Name
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Section
2.02
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Office
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Section
2.03
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Purposes
and Powers
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Section
2.04
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Appointment
of Owner Trustee
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Section
2.05
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Initial
Capital Contribution of Owner Trust
Estate
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Section
2.06
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Declaration
of Trust
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Section
2.07
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Liability
of the Holder of the Certificate
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Section
2.08
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Title
to Trust Property
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Section
2.09
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Situs
of Trust
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Section
2.10
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Representations
and Warranties of the Depositor
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Section
2.11
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Investment
Company
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ARTICLE
III
CONVEYANCE
OF THE OWNER TRUST ESTATE AND THE TRUST
CERTIFICATE
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Section
3.01
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Conveyance
of the Owner Trust Estate
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Section
3.02
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The
Certificate
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Section
3.03
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Authentication
of the Certificate
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Section
3.04
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Registration
of and Limitations on Transfer and Exchange of the
Certificate
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Section
3.05
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Mutilated,
Destroyed, Lost or Stolen Certificate
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Section
3.06
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Persons
Deemed Certificateholders
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Section
3.07
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Access
to List of Certificateholders' Names and
Addresses
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Section
3.08
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Maintenance
of Office or Agency
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Section
3.09
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Certificate
Paying Agent
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ARTICLE
IV
AUTHORITY
AND DUTIES OF OWNER TRUSTEE
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Section
4.01
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General
Authority
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Section
4.02
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General
Duties
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Section
4.03
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Action
upon Instruction
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Section
4.04
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No
Duties Except as Specified under Specified Documents or in
Instructions
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Section
4.05
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Restrictions
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Section
4.06
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Prior
Notice to Certificateholders with Respect to Certain
Matters
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Section
4.07
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Action
by Certificateholder with Respect to Certain
Matters
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Section
4.08
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Action
by Certificateholder with Respect to
Bankruptcy
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Section
4.09
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Restrictions
on Certificateholder’s Power
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Section
4.10
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Control
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Section
4.11
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Optional
Redemption
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Section
4.12
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Optional
Repurchase of the Mortgage Loans
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ARTICLE
V
APPLICATION
OF TRUST FUNDS
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Section
5.01
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Distributions
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Section
5.02
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Method
of Payment
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Section
5.03
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Tax
Returns
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Section
5.04
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Statements
to Certificateholders
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ARTICLE
VI
CONCERNING
THE OWNER TRUSTEE
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Section
6.01
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Acceptance
of Trusts and Duties
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Section
6.02
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Furnishing
of Documents
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Section
6.03
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Representations
and Warranties
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Section
6.04
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Reliance;
Advice of Counsel
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Section
6.05
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Not
Acting in Individual Capacity
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Section
6.06
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Owner
Trustee Not Liable for the Certificate or Related
Documents
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Section
6.07
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Owner
Trustee May Own the Certificate and Notes
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Section
6.08
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Payments
from Owner Trust Estate
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Section
6.09
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Doing
Business in Other Jurisdictions
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Section
6.10
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Liability
of Certificate Registrar and Certificate Paying
Agent
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Section
6.11
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Derivative
Contracts
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ARTICLE
VII
COMPENSATION
OF OWNER TRUSTEE
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Section
7.01
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Owner
Trustee's Fees and Expenses
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Section
7.02
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Indemnification
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ARTICLE
VIII
TERMINATION
OF TRUST AGREEMENT
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Section
8.01
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Termination
of Trust Agreement
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ARTICLE
IX
SUCCESSOR
OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
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Section
9.01
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Eligibility
Requirements for Owner Trustee
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Section
9.02
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Replacement
of Owner Trustee
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Section
9.03
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Successor
Owner Trustee
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Section
9.04
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Merger
or Consolidation of Owner Trustee
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Section
9.05
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Appointment
of Co-Trustee or Separate Trustee
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ARTICLE
X
MISCELLANEOUS
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Section
10.01
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Amendments
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Section
10.02
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No
Legal Title to Owner Trust Estate
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Section
10.03
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Limitations
on Rights of Others
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Section
10.04
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Notices
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Section
10.05
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Severability
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Section
10.06
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Separate
Counterparts
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Section
10.07
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Successors
and Assigns
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Section
10.08
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No
Petition
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Section
10.09
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No
Recourse
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Section
10.10
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Headings
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Section
10.11
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GOVERNING
LAW
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Section
10.12
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Integration
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Section
10.13
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Obligations
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ARTICLE
XI
REMIC
CONVERSION
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Section
11.01
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Conditions
Precedent to a REMIC
Conversion
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This
Amended and Restated Trust Agreement, dated as of February 27, 2006
(as amended from time to time, this “Trust Agreement”), among Citigroup Mortgage
Loan Trust Inc., a Delaware corporation, as depositor (the “Depositor”),
Wilmington Trust Company, a Delaware banking corporation, as owner trustee
(the
“Owner Trustee”), CitiMortgage, Inc. as securities administrator (the
“Securities Administrator”) and Citibank, N.A., not individually but acting
solely as certificate registrar (the “Certificate Registrar”) and as certificate
paying agent (the “Certificate Paying Agent”).
WITNESSETH
THAT:
In
consideration of the mutual agreements herein contained, the Depositor
and the Owner Trustee agree as follows:
WHEREAS,
the Depositor and the Owner Trustee have previously entered into
the Trust Agreement dated as of February 27, 2006 (the “Trust
Agreement”).
WHEREAS,
the parties hereto desire to amend the terms of and restate the
Trust Agreement.
In
consideration of the mutual agreements herein contained, the
Depositor, the Owner Trustee and Citibank, N.A., solely for purposes of its
agreement to serve as Certificate Registrar and Certificate Paying Agent,
agree
as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Definitions.
For all purposes of this Trust
Agreement, except as otherwise expressly provided herein or unless the context
otherwise requires, capitalized terms not otherwise defined herein shall
have
the meanings assigned to such terms in Appendix A to the Indenture, dated
February 27, 2006, among Citigroup Mortgage Loan Trust 2006-AR1, as Issuer,
U.S.
Bank National Association, as Indenture Trustee, CitiMortgage, Inc. as
Securities Administrator and Citibank, N.A. as Note Registrar, Paying Agent
and
Authenticating Agent (“Appendix A”), which is incorporated by reference herein.
All other capitalized terms used herein shall have the meanings specified
herein.
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Section
1.02
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Other
Definitional Provisions.
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(a) All
terms defined in this Trust Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant
hereto
unless otherwise defined therein.
(b) As
used in this Trust Agreement and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined
in
this Trust Agreement or in any such certificate or other document, and
accounting terms partly defined in this Trust Agreement or in any such
certificate or other document to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in this
Trust
Agreement or in any such certificate or other
document
are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Trust
Agreement or in any such certificate or other document shall
control.
(c) The
words “hereof,” “herein,” “hereunder” and words of similar import
when used in this Trust Agreement shall refer to this Trust Agreement as
a whole
and not to any particular provision of this Trust Agreement; Article, Section
and Exhibit references contained in this Trust Agreement are references to
Articles, Sections and Exhibits in or to this Trust Agreement unless otherwise
specified; and the term “including” shall mean “including without
limitation”.
(d) The
definitions contained in this Trust Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as
well
as to the feminine and neuter genders of such terms.
(e) Any
agreement, instrument or statute defined or referred to herein or in
any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references
to a
Person are also to its permitted successors and assigns.
ARTICLE
II
ORGANIZATION
Section
2.01 Name.
The trust created hereby (the “Trust”)
shall be known as “Citigroup Mortgage Loan Trust 2006-AR1”, in which name the
Owner Trustee may conduct the business of the Trust, make and execute contracts
and other instruments on behalf of the Trust and ▇▇▇ and be sued.
Section
2.02 Office.
The office of the Trust shall be in care
of the Owner Trustee at the Corporate Trust Office or at such other address
in
Delaware as the Owner Trustee may designate by written notice to the
Certificateholders and the Depositor.
Section
2.03 Purposes and
Powers. The purpose of the Trust is to engage in the
following activities:
(i) to
issue the Notes pursuant to the Indenture and the Certificate pursuant
to this Trust Agreement and to sell, transfer and exchange the Notes and
the
Certificate;
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(ii)
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to
pay the organizational, start-up and transactional expenses of
the Trust;
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(iii) to
enter into and perform its obligations under the Basic Documents to which
it is
to be a party;
(iv) to
assign, grant, transfer, pledge, mortgage and convey the Owner Trust
Estate pursuant to the Indenture and if directed by Holder of Certificate
representing more than 50% of the beneficial interests in the Trust, to hold,
manage, distribute, or sell the Owner Trust Estate subsequent to the discharge
of the Indenture, all for the benefit of the Holder of the
Certificate;
(v) to
engage in those activities, including entering into agreements, that
are necessary, suitable or convenient to accomplish the foregoing or are
incidental thereto or connected therewith;
(vi) subject
to compliance with the Basic Documents, to engage in such other
activities as may be required in connection with conservation of the Owner
Trust
Estate and the making of distributions to the Certificateholders and the
Noteholders;
(vii) the
Trust
is hereby authorized to engage in the foregoing activities. The Trust shall
not
engage in any activity other than in connection with the foregoing or other
than
as required or authorized by the terms of this Trust Agreement or the Basic
Documents, including but no limited to the terms set forth in Section 10.01(d);
and
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(viii)
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to
issue REMIC Class A Notes upon a REMIC
Conversion.
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Section
2.04 Appointment of
Owner Trustee. The Depositor hereby appoints the Owner
Trustee as trustee of the Trust effective as of the date hereof, to have
all the
rights, powers and duties set forth herein. The Owner Trustee is hereby
authorized to execute the Basic
Documents
on behalf of the Trust and to take all actions required to be
taken by it in accordance with the terms of this Agreement.
Section
2.05 Initial
Capital Contribution of Owner Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the
Trust,
as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges
receipt in trust from the Depositor, as of the date hereof, of the foregoing
contribution, which shall constitute the initial corpus of the Trust and
shall
be deposited in the Certificate Distribution Account. The Certificateholder
shall pay organizational expenses of the Trust as they may arise or shall,
upon
the request of the Owner Trustee, promptly reimburse the Owner Trustee for
any
such expenses paid by the Owner Trustee.
Section
2.06 Declaration of
Trust. The Owner Trustee hereby declares that it shall
hold the Owner Trust Estate in trust upon and subject to the conditions set
forth herein for the use and benefit of the Certificateholder, subject to
the
obligations of the Trust under the Basic Documents. It is the intention of
the
parties hereto that the Trust constitute a “statutory trust” under the Statutory
Trust Statute and that this Trust Agreement constitute the governing instrument
of such statutory trust. The parties hereto intend that for federal income
tax,
state income tax, and local franchise tax purposes, the Trust be disregarded
as
an entity separate from the Single Owner. Except as otherwise provided in
this
Trust Agreement, the rights of the Certificateholder will be those of an
equity
owner of the Trust. Effective as of the date hereof, the Owner Trustee shall
have all rights, powers and duties set forth herein and in the Statutory
Trust
Statute with respect to accomplishing the purposes of the Trust.
Section
2.07 Liability of the
Holder of the Certificate. The Holder of the Certificate
shall be liable directly to and shall indemnify any injured party for all
losses, claims, damages, liabilities and expenses of the Trust and the Owner
Trustee (including Expenses, to the extent not paid out of the Owner Trust
Estate) to the extent that the Holder of the Certificate would be liable
if the
Trust were a corporation, and the Holder of the Certificate was a common
stockholder in the corporation, under Delaware corporate law; provided, however,
that the Holder of the Certificate shall not be liable for payments required
to
be made on the Notes, or for any losses incurred by a Noteholder in the capacity
of an investor in the Notes. The Holder of the Certificate shall be liable
for
and shall promptly pay any entity level taxes imposed on the Trust. In addition,
any third party creditors of the Trust (other than in connection with the
obligations described in the second preceding sentence for which the Holder
of
the Certificate shall not be liable) shall be deemed third party beneficiaries
of this paragraph. The obligations of the Holder of the Certificate under
this
paragraph shall be evidenced by the Certificate.
Section
2.08 Title to Trust
Property. Legal title to the Owner Trust Estate shall
be
vested at all times in the Trust as a separate legal entity except where
applicable law in any jurisdiction requires title to any part of the Owner
Trust
Estate to be vested in a trustee or trustees, in which case title shall be
deemed to be vested in the Owner Trustee, a co-trustee and/or a separate
trustee, as the case may be.
Section
2.09 Situs of
Trust. The Trust will be located and administered in
the
State of Delaware. All bank accounts maintained by the Owner Trustee on behalf
of the Trust shall be located in the State of Delaware. The Trust shall not
have
any employees in any state other than
Delaware;
provided, however, that nothing herein shall restrict or
prohibit the Owner Trustee from having employees within or without the State
of
Delaware or taking actions outside the State of Delaware, Maryland, Minnesota
or
New York in order to comply with Section 2.03. Payments will be received
by the
Trust only in Delaware, and payments will be made by the Trust only from
Delaware, Maryland, Minnesota or New York. The only office of the Trust
maintained by the Owner Trustee will be at the Corporate Trust Office in
Delaware.
Section
2.10 Representations and
Warranties of the Depositor. The Depositor hereby
represents and warrants to the Owner Trustee that:
(i) The
Depositor is duly organized and validly existing as a corporation in
good standing under the laws of the State of Delaware, with power and authority
to own its properties and to conduct its business as such properties are
currently owned and such business is presently conducted.
(ii) The
Depositor is duly qualified to do business as a foreign corporation
in good standing and has obtained all necessary licenses and approvals in
all
jurisdictions in which the ownership or lease of its property or the conduct
of
its business shall require such qualifications and in which the failure to
so
qualify would have a material adverse effect on the business, properties,
assets
or condition (financial or other) of the Depositor.
(iii) The
Depositor has the power and authority to execute and deliver this Trust
Agreement and to carry out its terms; the Depositor has full power and authority
to convey and assign the property to be conveyed and assigned to and deposited
with the Trust as part of the Owner Trust Estate and the Depositor has duly
authorized such conveyance and assignment and deposit to the Trust by all
necessary corporate action; and the execution, delivery and performance of
this
Trust Agreement have been duly authorized by the Depositor by all necessary
corporate action.
(iv) The
consummation of the transactions contemplated by this Trust Agreement
and the fulfillment of the terms hereof do not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time) a default under, the articles of incorporation or
by-laws of the Depositor, or any indenture, agreement or other instrument
to
which the Depositor is a party or by which it is bound; nor result in the
creation or imposition of any Lien upon any of its properties pursuant to
the
terms of any such indenture, agreement or other instrument (other than pursuant
to the Basic Documents); nor violate any law or, to the best of the Depositor's
knowledge, any order, rule or regulation applicable to the Depositor of any
court or of any federal or state regulatory body, administrative agency or
other
governmental instrumentality having jurisdiction over the Depositor or its
properties.
(v) The
Trust is not required to register as an investment company under the
Investment Company Act and is not under the control of a Person required
to so
register.
Section
2.11 Investment
Company. Neither the Depositor nor any holder of a
Certificate shall take any action which would cause the Trust to become an
“investment company” which would be required to register under the Investment
Company Act.
ARTICLE
III
CONVEYANCE
OF THE OWNER TRUST ESTATE AND THE TRUST
CERTIFICATE
Section
3.01 Conveyance of
the Owner Trust Estate. The Depositor, concurrently with
the execution and delivery hereof, does hereby transfer, convey, sell and
assign
to the Trust, on behalf of the Holders of the Notes and the Owner Trust
Certificate, without recourse, all its right, title and interest in (a) the
Mortgage Loans identified in the Mortgage Loan Schedule, including all interest
and principal due with respect to the Mortgage Loans after the Cut-off Date,
but
excluding any payments of principal and interest due on or prior to the Cut-off
Date; (b) such assets as shall from time to time be credited or are required
by
the terms of this Indenture to be credited to the Payment Account; (c) such
assets relating to the Mortgage Loans as from time to time may be held by
the
Initial Sub-Servicers in the applicable accounts and the Securities
Administrator in the Payment Account; (d) any REO Property; (e) the Required
Insurance Policies and any amounts paid or payable by the insurer under any
Insurance Policy (to the extent the mortgagee has a claim thereto); (f) the
Mortgage Loan Purchase Agreement; (g) the rights with respect to the Servicing
Agreement and the ▇▇▇▇▇ Fargo Servicing Agreement and (h) all present and
future
claims, demands, causes and choses in action in respect of any or all of
the
foregoing and all payments on or under, and all proceeds of every kind and
nature whatsoever in respect of, any or all of the foregoing and all payments
on
or under, and all proceeds of every kind and nature whatsoever in the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all
cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks,
deposit accounts, rights to payment of any and every kind, and other forms
of
obligations and receivables, instruments and other property which at any
time
constitute all or part of or are included in the proceeds of any of the
foregoing (the “Owner Trust Estate”). In the event of a REMIC Conversion, the
assets of the Owner Trust Estate will be comprised of REMIC regular
interests.
The
Depositor intends that the transaction set forth herein be a sale by
the Depositor to the Trust of all of its right, title and interest in. In
the
event that the transaction set forth herein is not deemed to be a sale, the
Depositor hereby grants to the Trust a security interest in all of its right,
title and interest in, to and under the Owner Trust Estate, all distributions
thereon and all proceeds thereof; and this Owner Trust Agreement shall
constitute a security agreement under applicable law.
For
income tax purposes the Depositor hereto intends that the
transactions set forth herein shall not be a taxable event.
Section
3.02 The
Certificate. The Certificate shall be issued in the form
of a single Certificate, representing a 100% Certificate Percentage Interest.
The Certificate shall be executed on behalf of the Trust by manual or facsimile
signature of an authorized officer of the Owner Trustee and authenticated
in the
manner provided in Section 3.03. A Certificate bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall
have
been affixed, authorized to sign on behalf of the Trust, shall be validly
issued
and entitled to the benefit of this Trust Agreement, notwithstanding that
such
individuals or any of them shall have ceased to be so authorized prior to
the
authentication and delivery of such a Certificate or did not hold such offices
at the date of authentication and delivery of such a Certificate. A Person
shall
become a Certificateholder and shall be entitled to the rights and
subject to the obligations of a Certificateholder hereunder upon such Person's
acceptance of a Certificate duly registered in such Person's name, pursuant
to
Section 3.04.
A
transferee of a Certificate shall become a Certificateholder and shall
be entitled to the rights and subject to the obligations of a Certificateholder
hereunder upon such transferee's acceptance of a Certificate duly registered
in
such transferee's name pursuant to and upon satisfaction of the conditions
set
forth in Section 3.04.
Section
3.03 Authentication
of the Certificate. Concurrently with the acquisition of
the Owner Trust Estate by the Trust, the Owner Trustee or the Certificate
Registrar shall cause the Certificate in an initial aggregate Certificate
Percentage Interest of 100.00% to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of the Depositor,
signed by its chairman of the board, its president or any vice president,
without further corporate action by the Depositor, in the authorized
denomination. The Certificate shall not entitle its holder to any benefit
under
this Owner Trust Agreement or be valid for any purpose unless there shall
appear
on the Certificate a certificate of authentication substantially in the form
set
forth in Exhibit A, executed by the Owner Trustee or the Certificate Registrar,
by manual signature; such authentication shall constitute conclusive evidence
that the Certificate shall have been duly authenticated and delivered hereunder.
The Certificate shall be dated the date of its authentication.
Section
3.04 Registration of and Limitations
on Transfer and Exchange of the
Certificate. The Certificate Registrar shall keep or
cause to be kept, a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide
for the
registration of the Certificate and of transfers and exchanges of the
Certificate as herein provided. If the Certificate Registrar resigns or is
removed, the Owner Trustee shall appoint a successor Certificate
Registrar.
Subject
to satisfaction of the conditions set forth below with respect to
the Certificate, upon surrender for registration of transfer of any Certificate
at the office or agency maintained pursuant to Section 3.08, the Owner Trustee
or the Certificate Registrar shall execute, authenticate and deliver in the
name
of the designated transferee or transferees, a new Certificate evidencing
no
less than a 100% Certificate Percentage Interest dated the date of
authentication by the Owner Trustee or the Certificate Registrar.
Every
Certificate presented or surrendered for registration of transfer
or exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder or
such
Holder's attorney duly authorized in writing. Each Certificate surrendered
for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Certificate Registrar in accordance with its customary
practice.
No
service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Owner Trustee or 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 a
Certificate.
No
Person shall become a Certificateholder until it shall establish its
non-foreign status by submitting to the Certificate Paying Agent an IRS Form
W-9
and the Certificate of Non-Foreign Status set forth in Exhibit D
hereto.
No
transfer, sale, pledge or other disposition of a Certificate shall be
made unless such transfer, sale, pledge or other disposition is exempt from
the
registration requirements of the Securities Act and any applicable state
securities laws or is made in accordance with said Act and laws. In the event
of
any such transfer, the Certificate Registrar or the Depositor shall prior
to
such transfer require the transferee to execute (A) either (i) an investment
letter in substantially the form attached hereto as Exhibit C (or in such
form
and substance reasonably satisfactory to the Certificate Registrar and the
Depositor) which investment letter shall not be an expense of the Trust,
the
Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities
Administrator, the Seller, the Servicer or the Depositor and which investment
letter states that, among other things, such transferee (a) is a “qualified
institutional buyer” as defined under Rule 144A, acting for its own account or
the accounts of other “qualified institutional buyers” as defined under Rule
144A, and (b) is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the Securities Act of 1933,
as
amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Certificate
Registrar and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from
said
Act and laws or is being made pursuant to said Act and laws, which Opinion
of
Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar, the Master Servicer, the Securities Administrator, the Seller,
the
Servicer or the Depositor and (b) the transferee executes a representation
letter, substantially in the form of Exhibit E to this Agreement, and transferor
executes a representation letter, substantially in the form of Exhibit F
to this
Agreement, each acceptable to and in form and substance satisfactory to the
Certificate Registrar and the Depositor certifying the facts surrounding
such
transfer, which representation letters shall not be an expense of the Trust,
the
Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities
Administrator, the Seller, the Servicer or the Depositor and (B) the Certificate
of Non-Foreign Status (in substantially the form attached hereto as Exhibit
D)
acceptable to and in form and substance reasonably satisfactory to the
Certificate Registrar and the Depositor, which certificate shall not be an
expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master
Servicer, the Securities Administrator or the Depositor. No certification
will
be required in connection with the initial transfer of any such Certificates
by
the Issuer to the Depositor and by the Depositor to one of its Affiliates.
The
Holder of a Certificate desiring to effect such transfer shall, and does
hereby
agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar,
the
Master Servicer, the Securities Administrator, the Seller, the 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.
Prior
to a REMIC conversion no transfer, sale, pledge or other
disposition of the Certificate or interest herein shall be made unless the
intended transferee certifies in the form of Exhibit H hereto to the Owner
Trustee, the Certificate Registrar, and the Indenture Trustee that, in
connection with the transfer, it will acquire both the Trust Certificate
and a
100% Percentage Interest in each Class of Privately Offered Notes then
Outstanding, thus becoming a Single Owner upon completion of the transfer.
Notwithstanding the foregoing, a Certificate may be pledged to secure
indebtedness and may be the subject of repurchase agreements treated as
secured
indebtedness for federal income tax purposes. Upon a default
under any such indebtedness, the lender or repurchase agreement counterparty,
as
applicable may deliver to the Certificate Registrar, the Securities
Administrator, the Owner Trustee and the Indenture Trustee a certificate
substantially in the form attached hereto as Exhibit I certifying that a
default
has occurred and that a REMIC Conversion should be undertaken. Notwithstanding
the foregoing, the provisions of this paragraph shall not apply to the initial
transfer of the Certificate to the Depositor or any Affiliate thereof or
to the
transfer to the Initial Single Owner.
No
transfer of the Certificate or any interest therein shall be made to
any Person unless the Depositor, the Owner Trustee and the Certificate Registrar
are provided with an Opinion of Counsel which establishes to the satisfaction
of
the Depositor, the Owner Trustee, the Certificate Registrar, the Seller,
the
Servicer and the Master Servicer that the purchase of the Certificate is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Owner Trustee, the Certificate Registrar, the
Securities Administrator, the Seller, the Servicer or the Master Servicer
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 Owner
Trustee, the Certificate Registrar, the Securities Administrator, the Seller,
the Servicer or the Master Servicer. In lieu of such Opinion of Counsel,
a
Person acquiring such a Certificate may provide a certification in the form
of
Exhibit G to this Agreement, which the Depositor, the Owner Trustee, the
Certificate Registrar, the Securities Administrator, the Seller, the Servicer
and the Master Servicer may rely upon without further inquiry or investigation.
Neither an Opinion of Counsel nor a certification will be required in connection
with the initial transfer of any such Certificate from the Issuer to the
Depositor, or by the Depositor to an Affiliate of the Depositor (in which
case,
the Depositor and such Affiliate, as applicable, shall be deemed to have
represented that such party is not a Plan or a Person investing Plan Assets
of
any Plan).
Section
3.05 Mutilated,
Destroyed, Lost or Stolen Certificate. If (a) any
mutilated Certificate shall be surrendered to the Certificate Registrar,
or if
the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity
as
may be required by them to save each of them harmless, then in the absence
of
notice to the Certificate Registrar or the Owner Trustee that such Certificate
has been acquired by a bona fide purchaser, the Owner Trustee shall execute
on
behalf of the Trust and the Owner Trustee or the Certificate Registrar, shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
denomination. In connection with the issuance of any new Certificate under
this
Section 3.05, the Owner Trustee or the Certificate Registrar may require
the
payment of a sum sufficient to cover any expenses of the Owner Trustee or
the
Certificate Registrar (including fees and expenses of counsel) and any tax
or
other governmental charge that may be imposed in connection therewith. Any
duplicate Certificate issued pursuant to this Section 3.05 shall constitute
conclusive evidence of ownership in the Trust, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section
3.06 Persons Deemed Certificateholders.
Prior to due
presentation of a Certificate for registration of transfer, the Owner Trustee,
the Certificate Registrar or any
Certificate
Paying Agent may treat the Person in whose name any
Certificate is registered in the Certificate Register as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section
5.02
and for all other purposes whatsoever, and none of the Trust, the Owner Trustee,
the Certificate Registrar or any Certificate Paying Agent shall be bound
by any
notice to the contrary.
Section
3.07 Access to List of
Certificateholders' Names and Addresses. The Certificate
Registrar shall furnish or cause to be furnished to the Depositor, the
Certificate Paying Agent or the Owner Trustee, within 15 days after receipt
by
the Certificate Registrar of a written request therefor from the Depositor,
the
Certificate Paying Agent or the Owner Trustee, a list, in such form as the
Depositor, the Certificate Paying Agent or the Owner Trustee, as the case
may
be, may reasonably require, of the names and addresses of the Certificateholders
as of the most recent Record Date. Each Holder, by receiving and holding
a
Certificate, shall be deemed to have agreed not to hold any of the Trust,
the
Depositor, the Certificate Paying Agent, the Certificate Registrar or the
Owner
Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.
Section
3.08 Maintenance of
Office or Agency. The Owner Trustee on behalf of the
Trust, shall maintain an office or offices or agency or agencies where the
Certificate may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Owner Trustee, the Certificate
Registrar and the Certificate Paying Agent in respect of the Certificate
and the
Basic Documents may be delivered. The Owner Trustee initially designates
the
Corporate Trust Office of the Certificate Paying Agent as its office for
purposes of delivery of notices. The Owner Trustee shall give prompt written
notice to the Depositor, the Certificate Paying Agent, the Certificate Registrar
and the Certificateholders of any change in the location of the Certificate
Register or any such office or agency.
Section
3.09 Certificate
Paying Agent. (a) The Certificate Paying Agent shall
make distributions to Certificateholders from the Certificate Distribution
Account on behalf of the Trust in accordance with the provisions of the
Certificate and Section 5.01 hereof from payments remitted to the Certificate
Paying Agent by the Securities Administrator pursuant to Section 3.03 of
the
Indenture. The Trust hereby appoints the Securities Administrator as Certificate
Paying Agent and the Securities Administrator hereby accepts such appointment
and further agrees that it will be bound by the provisions of this Trust
Agreement relating to the Certificate Paying Agent and shall:
(i) hold
all sums held by it for the payment of amounts due with respect to
the Certificate in trust for the benefit of the Persons entitled thereto
until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided;
(ii) give
the Owner Trustee notice of any default by the Trust of which a
Responsible Officer of the Certificate Paying Agent has actual knowledge
in the
making of any payment required to be made with respect to the
Certificate;
(iii) at
any time during the continuance of any such default, upon the written
request of the Owner Trustee forthwith pay to the Owner Trustee on behalf
of the
Trust all sums so held in Trust by such Certificate Paying Agent;
(iv) immediately
resign as Certificate Paying Agent and forthwith pay to the
Owner Trustee on behalf of the Trust all sums held by it in trust for the
payment of the Certificate if at any time it ceases to meet the standards
under
this Section 3.09 required to be met by the Certificate Paying Agent at the
time
of its appointment;
(v) comply
with all requirements of the Code with respect to the withholding
from any payments made by it on a Certificate of any applicable withholding
taxes imposed thereon and with respect to any applicable reporting requirements
in connection therewith; and
(vi) not
institute bankruptcy proceedings against the Issuer in connection
with this Trust Agreement.
(b) The
Trust may revoke such power and remove the Certificate Paying Agent
if it determines in its sole discretion that the Certificate Paying Agent
shall
have failed to perform its obligations under this Trust Agreement in any
material respect. In the event that Citibank, N.A. shall no longer be the
Certificate Paying Agent under this Trust Agreement and Paying Agent under
the
Indenture, the Owner Trustee shall appoint a successor to act as Certificate
Paying Agent (which shall be a bank or trust company) and which shall also
be
the successor Paying Agent under the Indenture. The Owner Trustee shall cause
such successor Certificate Paying Agent or any additional Certificate Paying
Agent appointed by the Owner Trustee to execute and deliver to the Owner
Trustee
an instrument to the effect set forth in Section 3.09(a) as it relates to
the
Certificate Paying Agent. The Certificate Paying Agent shall return all
unclaimed funds to the Trust and upon removal of a Certificate Paying Agent
such
Certificate Paying Agent shall also return all funds in its possession to
the
Trust. The provisions of Sections 6.01, 6.04, 6.05, 6.06, 6.07, 6.08 and
7.01
shall apply to the Certificate Paying Agent to the same extent applicable
to the
Owner Trustee except where the context requires otherwise. Any reference
in this
Agreement to the Certificate Paying Agent shall include any co-paying agent
unless the context requires otherwise.
(c) The
Certificate Paying Agent shall establish and maintain with itself a
trust account (the “Certificate Distribution Account”) in which the Certificate
Paying Agent shall deposit, on the same day as it is received from the
Securities Administrator, each remittance received by the Certificate Paying
Agent with respect to payments made pursuant to the Indenture. The Certificate
Paying Agent shall make all distributions, from moneys on deposit in the
Certificate Distribution Account in accordance with Section 5.01 hereof.
The
funds in the Certificate Distribution Account shall be held
uninvested.
ARTICLE
IV
AUTHORITY
AND DUTIES OF OWNER TRUSTEE
Section
4.01 General
Authority. The Owner Trustee is authorized and directed
to execute and deliver the Basic Documents to which the Trust is to be a
party
and each certificate or other document attached as an exhibit to or contemplated
by the Basic Documents to which the Trust is to be a party and any amendment
or
other agreement or instrument described herein, as evidenced conclusively
by the
Owner Trustee's execution thereof. In addition to the foregoing, the Owner
Trustee is authorized, but shall not be obligated, except as otherwise provided
in this Trust Agreement, to take all actions required of the Trust pursuant
to
the Basic Documents.
Section
4.02 General
Duties. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant
to
the terms of this Trust Agreement and the Basic Documents to which the Trust
is
a party and to administer the Trust in the interest of the Certificateholders,
subject to the Basic Documents and in accordance with the provisions of this
Trust Agreement.
Section
4.03 Action upon
Instruction. (a) Subject to Article IV and in accordance
with the terms of the Basic Documents, the Certificateholder may by written
instruction direct the Owner Trustee in the management of the Trust. Such
direction may be exercised at any time by written instruction of the
Certificateholder pursuant to Article IV.
(b) Notwithstanding
the foregoing, the Owner Trustee shall not be required to
take any action hereunder or under any Basic Document if the Owner Trustee
shall
have reasonably determined, or shall have been advised by counsel, that such
action is likely to result in liability on the part of the Owner Trustee
or is
contrary to the terms hereof or of any Basic Document or is otherwise contrary
to law.
(c) Whenever
the Owner Trustee is required to decide between alternative
courses of action permitted or required by the terms of this Trust Agreement
or
under any Basic Document, or in the event that the Owner Trustee is unsure
as to
the application of any provision of this Trust Agreement or any Basic Document
or any such provision is ambiguous as to its application, or is, or appears
to
be, in conflict with any other applicable provision, or in the event that
this
Trust Agreement permits any determination by the Owner Trustee or is silent
or
is incomplete as to the course of action that the Owner Trustee is required
to
take with respect to a particular set of facts, the Owner Trustee shall promptly
give notice (in such form as shall be appropriate under the circumstances)
to
the Certificateholders requesting instruction as to the course of action
to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Certificateholders, the Owner Trustee
shall
not be liable on account of such action to any Person. If the Owner Trustee
shall not have received appropriate instruction within 10 days of such notice
(or within such shorter period of time as reasonably may be specified in
such
notice or may be necessary under the circumstances) it may, but shall be
under
no duty to, take or refrain from taking such action not inconsistent with
this
Trust Agreement or the Basic Documents, as it shall deem to be in the best
interests of the Certificateholders, and the Owner Trustee shall have no
liability to any Person for such action or inaction.
Section
4.04 No Duties Except as Specified
under Specified Documents or in
Instructions. The Owner Trustee shall not have any duty
or obligation to manage, make any payment with respect to, register, record,
sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise
take or refrain from taking any action under, or in connection with, any
document contemplated hereby to which the Owner Trustee is a party, except
as
expressly provided (i) in accordance with the powers granted to and the
authority conferred upon the Owner Trustee pursuant to this Trust Agreement,
(ii) in accordance with the Basic Documents and (iii) in accordance with
any
document or instruction delivered to the Owner Trustee pursuant to Section
4.03;
and no implied duties or obligations shall be read into this Trust Agreement
or
any Basic Document against the Owner Trustee. The Owner Trustee shall have
no
responsibility for filing any financing or continuation statement in any
public
office at anytime or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to prepare or file any
Securities and Exchange Commission filing for the Trust or to record this
Trust
Agreement or any Basic Document. Notwithstanding and provision herein or
in any
other Basic Document, the Owner Trustee shall not be obligated to prepare,
file
or execute any documents or certificates required to be filed by the Trust
pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of 2002, as amended. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take
all
action as may be necessary to discharge any liens on any part of the Owner
Trust
Estate that result from actions by, or claims against, the Owner Trustee
that
are not related to the ownership or the administration of the Owner Trust
Estate.
Section
4.05 Restrictions.
(a) The Owner Trustee or the
Depositor (or an Affiliate thereof) shall not take any action (x) that is
inconsistent with the purposes of the Trust set forth in Section 2.03, or
(y)
that, to the actual knowledge of the Owner Trustee based on an Opinion of
Counsel rendered by a law firm generally recognized to be qualified to opine
concerning the tax aspects of asset securitization, would result in the Trust
becoming taxable as a corporation for federal income tax purposes. The
Certificateholder shall not direct the Owner Trustee to take action that
would
violate the provisions of this Section 4.05. Notwithstanding the preceding
sentence, the Owner Trustee will not prohibit any actions contemplated here
in
the case of a REMIC conversion and will reasonably cooperate with the Securities
Administrator in carrying out the events contemplated following a REMIC
conversion.
(b) Subject
to the proviso in the last paragraph of Section 3.04 hereof, the
Owner Trustee shall not convey or transfer any of the Trust’s properties or
assets, including those included in the Owner Trust Estate, to any person
unless
(a) it shall have received an Opinion of Counsel rendered by a law firm
generally recognized to be qualified to opine concerning the tax aspects
of
asset securitization to the effect that such transaction will not have any
material adverse tax consequence to the Trust or any Certificateholder and
(b)
such conveyance or transfer shall not violate the provisions of Section 3.12(b)
of the Indenture. Notwithstanding the preceding sentence, the Owner Trustee
will
not prohibit any actions contemplated here in the case of a REMIC conversion
and
will reasonably cooperate with the Securities Administrator in carrying out
the
events contemplated following a REMIC conversion.
Section
4.06 Prior Notice
to Certificateholders with Respect to Certain Matters.
With respect to the following matters, the Owner Trustee shall not take action
unless at least 30 days before the taking of such action, the Owner Trustee
shall have notified the Certificateholder in writing of the proposed action
and
the Certificateholders shall not have notified the Owner
Trustee
in writing prior to the 30th day after such notice is given that
such Certificateholders have withheld consent or provided alternative
direction:
(a) the
initiation of any claim or lawsuit by the Trust and the compromise of
any action, claim or lawsuit brought by or against the Trust;
(b) the
election by the Trust to file an amendment to the Certificate of
Trust (unless such amendment is required to be filed under the Statutory
Trust
Statute);
(c) the
amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;
(d) the
amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholders;
and
(e) the
appointment pursuant to the Indenture of a successor Note Registrar,
Certificate Paying Agent or Indenture Trustee or pursuant to this Trust
Agreement of a successor Certificate Registrar or Certificate Paying Agent
or
the consent to the assignment by the Note Registrar, Paying Agent, Indenture
Trustee, Certificate Registrar or Certificate Paying Agent of its obligations
under the Indenture or this Trust Agreement, as applicable.
Section
4.07 Action by
Certificateholder with Respect to Certain Matters. The
Owner Trustee shall not have the power, except upon the direction of the
Certificateholder to, except as expressly provided in the Basic Documents,
sell
the Mortgage Loans after the termination of the Indenture. The Owner Trustee
shall take the actions referred to in the preceding sentence only upon written
instructions signed by the Certificateholder.
Section
4.08 Action
by Certificateholder with Respect to Bankruptcy. The Owner Trustee
shall not have the power to commence a voluntary proceeding in bankruptcy
relating to the Trust without the prior written direction of the
Certificateholder and the consent of the Noteholders and the delivery to
the
Owner Trustee by each such Certificateholder of a certificate certifying
that
such Certificateholder reasonably believes that the Trust is insolvent. This
paragraph shall survive for one year following termination of this Trust
Agreement.
Section
4.09 Restrictions
on Certificateholder’s Power. The Certificateholders
shall not direct the Owner Trustee to take or to refrain from taking any
action
if such action or inaction would be contrary to any obligation of the Trust
or
the Owner Trustee under this Trust Agreement or any of the Basic Documents
or
would be contrary to Section 2.03, nor shall the Owner Trustee be obligated
to
follow any such direction, if given.
Section
4.10 Control.
Except as expressly provided herein, any
written notice or instruction of the Certificateholder delivered pursuant
to
this Trust Agreement shall be effective if signed by the
Certificateholder.
Section
4.11 Optional
Redemption. Upon receipt of written instructions
provided to the Owner Trustee by the Certificateholder, the Owner Trustee
shall
cause the Trust to redeem the Notes in accordance with Section 8.06 of the
Indenture and shall provide all necessary notices on
behalf
of the Trust to effect the foregoing, provided that such Holder
shall deposit with the Securities Administrator an amount equal to the aggregate
redemption price specified under Section 8.06 of the Indenture. The Owner
Trustee shall not have the power to exercise the right of the Issuer to redeem
the Notes pursuant to Section 8.06 of the Indenture, except as provided
above.
Section
4.12 Optional
Repurchase of the Mortgage Loans. The Certificateholder
shall have the option at any one time, but not the obligation, to purchase
five
(5) or more Mortgage Loans selected by it in its sole discretion as long
as the
aggregate Outstanding Principal Balance of such Mortgage Loans does not exceed
1.00% of the Pool Balance. Such Mortgage Loans shall be purchased from the
Trust
Estate at a price equal to the Repurchase Price or equal to the aggregate
fair
market value of such Mortgage Loans. If at any time the Certificateholder
exercises such option, it shall immediately notify, or cause to be notified,
the
Indenture Trustee, the Master Servicer, the Securities Administrator and
the
Custodian (which certification shall include a statement to the effect that
all
amounts required to be deposited in the Payment Account pursuant to Section
3.01
of the Servicing Agreement have been or will be so deposited) and shall request
delivery to it of the Mortgage File. Upon receipt of such certification and
request, the Custodian as agent for the Indenture Trustee shall promptly
release
the related Mortgage Files to the Certificateholder. Notwithstanding the
foregoing, if a TMP Trigger Event occurs the aforementioned optional repurchase
right will terminate.
ARTICLE
V
APPLICATION
OF TRUST FUNDS
Section
5.01 Distributions.
(a) On each Payment Date, the
Certificate Paying Agent shall in accordance with the directions of the
Securities Administrator given pursuant to the Indenture distribute to the
Certificateholder, all funds on deposit in the Certificate Distribution Account
and available therefor (as provided in Section 3.03 of the Indenture) for
such
Payment Date as reduced by any amount owing to the Owner Trustee hereunder
and
any Expenses of the Trust remaining unpaid.
(b) In
the event that any withholding tax is imposed on the distributions (or
allocations of income) to a Certificateholder, such tax shall reduce the
amount
otherwise distributable to the Certificateholder in accordance with this
Section
5.01. The Certificate Paying Agent is hereby authorized and directed to retain
or cause to be retained from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any tax that is legally
owed by the Trust (but such authorization shall not prevent the Trust from
contesting any such tax in appropriate proceedings, and withholding payment
of
such tax, if permitted by law, pending the outcome of such proceedings).
The
amount of any withholding tax imposed with respect to a Certificateholder
shall
be treated as cash distributed to such Certificateholder at the time it is
withheld by the Certificate Paying Agent and remitted to the appropriate
taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Certificate Paying Agent may in its sole discretion
withhold such amounts in accordance with this paragraph (b).
(c) Distributions
to Certificateholders shall be subordinated to the
creditors of the Trust, including the Noteholders.
Section
5.02 Method of
Payment. Subject to Section 8.01(c), distributions
required to be made to Certificateholders on any Payment Date as provided
in
Section 5.01 shall be made to each Certificateholder of record on the preceding
Record Date by wire transfer, in immediately available funds, to the account
of
such Holder at a bank or other entity having appropriate facilities therefor,
if
such Certificateholder shall have provided to the Certificate Registrar
appropriate written instructions at least five Business Days prior to such
Payment Date or, if not, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register.
Section
5.03 Tax
Returns. The Securities Administrator shall (a) maintain
(or cause to be maintained) the books of the Trust on a calendar year basis
using the accrual method of accounting, (b) deliver to each Certificateholder
as
may be required by the Code and applicable Treasury regulations, such
information as may be required to enable each Certificateholder to prepare
its
federal and state income tax returns, (c) prepare and file or cause to be
prepared and filed such tax returns relating to the Trust as may be required
by
the Code and applicable Treasury regulations (making such elections as may
from
time to time be required or appropriate under any applicable state or federal
statutes, rules or regulations) and (d) collect or cause to be collected
any
withholding tax as described in and in accordance with Section 5.01 of this
Trust Agreement with respect to income or distributions to Certificateholders
and prepare or cause to
be
prepared the appropriate forms relating thereto; provided, however,
that the Securities Administrator shall not be required to (x) prepare and
file
corporation tax returns on behalf of the Trust, (y) calculate and/or report
any
“excess inclusions” with respect to the Certificate, or (z) compute the Trust’s
gross income; and provided further, the Securities Administrator shall not
be
required to prepare and file partnership tax returns or any other tax returns
on
behalf of the Trust or do any additional tax work caused by any change in
the
tax treatment of the Notes or Trust from the treatment contemplated hereunder,
unless the Securities Administrator receives (i) an Opinion of Counsel
reasonably satisfactory to it (which shall not be at the Securities
Administrator’s expense, but shall be at the expense of the Depositor or other
party furnishing such opinion) as to the necessity of such filings or work,
and
(ii) reasonable additional compensation for the preparation and filing of
such
additional returns or any such additional tax work. The Trust hereby grants
permission to the Securities Administrator to sign, to the extent permitted
by
law, all tax and information returns prepared by the Securities Administrator
pursuant to this Section 5.03 at the request of the Securities Administrator,
and in doing so the Owner Trustee shall have no liability for information
or
calculations provided by, the Securities Administrator.
Subsequent
to a TMP Trigger Event, the Securities Administrator shall
prepare and file, or cause to be prepared and filed, in a timely manner,
a U.S.
Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066 or any
successor form adopted by the Internal Revenue Service) and prepare and file
or
cause to be prepared and filed with the Internal Revenue Service and applicable
state or local tax authorities income tax or information returns for each
taxable year with respect to any such REMIC, containing such information
and at
the times and in the manner as may be required by the Code or state or local
tax
laws, regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at such times
and in
such manner as may be required thereby.
Section
5.04 Statements to
Certificateholders. On each Payment Date, the
Certificate Paying Agent shall make available to each Certificateholder the
statement or statements provided to the Owner Trustee by the Certificate
Paying
Agent pursuant to Section 7.04 of the Indenture with respect to such Payment
Date.
ARTICLE
VI
CONCERNING
THE OWNER TRUSTEE
Section
6.01 Acceptance of Trusts
and Duties. The Owner Trustee accepts the trusts hereby
created and agrees to perform its duties hereunder with respect to such trusts
but only upon the terms of this Trust Agreement. The Owner Trustee and the
Certificate Paying Agent also agree to disburse all moneys actually received
by
each of them constituting part of the Owner Trust Estate upon the terms of
the
Basic Documents and this Trust Agreement. The Owner Trustee shall not be
answerable or accountable hereunder or under any Basic Document under any
circumstances, except (i) for its own willful misconduct, gross negligence
or
bad faith or grossly negligent failure to act or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 6.03 expressly
made by the Owner Trustee. In particular, but not by way of limitation (and
subject to the exceptions set forth in the preceding sentence):
(a) The
Owner Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in accordance with the instructions of the
Certificateholders or any other Person permitted under this Trust
Agreement;
(b) No
provision of this Trust Agreement or any Basic Document shall require
the Owner Trustee to expend or risk funds or otherwise incur any financial
liability in the performance of any of its rights, duties or powers hereunder
or
under any Basic Document if the Owner Trustee shall have reasonable grounds
for
believing that repayment of such funds or adequate indemnity against such
risk
or liability is not reasonably assured or provided to it;
(c) Under
no circumstances shall the Owner Trustee be liable for indebtedness
evidenced by or arising under any of the Basic Documents, including the
principal of and interest on the Notes;
(d) The
Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Trust Agreement or for the due execution
hereof
by the Depositor or any other Person or for the form, character, genuineness,
sufficiency, value or validity of any of the Owner Trust Estate, or for or
in
respect of the validity or sufficiency of the Basic Documents, the Notes,
the
Certificate, other than the certificate of authentication on the Certificate,
if
executed by the Owner Trustee and the Owner Trustee shall in no event assume
or
incur any liability, duty, or obligation to any Noteholder or to any
Certificateholder, other than as expressly provided for herein or expressly
agreed to in the Basic Documents;
(e) The
execution, delivery, authentication and performance by it of this
Trust Agreement will not require the authorization, consent or approval of,
the
giving of notice to, the filing or registration with, or the taking of any other
action with respect to, any governmental authority or agency other than the
filing of the Certificate of Trust and any financing statements;
(f) The
Owner Trustee shall not be liable for the default or misconduct of
the Depositor, Securities Administrator, Indenture Trustee, Certificate
Registrar, Certificate Paying Agent or the Master Servicer under any of the
Basic Documents or otherwise and the Owner Trustee shall have no obligation
or
liability to perform the obligations of the Trust under this
Trust
Agreement or the Basic Documents that are required to be performed
by the Depositor, Indenture Trustee, Certificate Registrar, Certificate Paying
Agent, Securities Administrator or the Master Servicer or under the Indenture
or
the Seller or any other Person under the Basic Documents.
(g) The
Owner Trustee shall be under no obligation to exercise any of the
rights or powers vested in it or duties imposed by this Trust Agreement,
or to
institute, conduct or defend any litigation under this Trust Agreement or
otherwise or in relation to this Trust Agreement or any Basic Document, at
the
request, order or direction of any of the Certificateholders, unless such
Certificateholders have offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner
Trustee
to perform any discretionary act enumerated in this Trust Agreement or in
any
Basic Document shall not be construed as a duty, and the Owner Trustee shall
not
be answerable for other than its gross negligence or willful misconduct in
the
performance of any such act.
Section
6.02 Furnishing of
Documents. The Owner Trustee or the Securities
Administrator shall furnish to the Securityholders promptly upon receipt
of a
written reasonable request therefor, duplicates or copies of all reports,
notices, requests, demands, certificates, financial statements and any other
instruments furnished to the Trust under the Basic Documents.
Section
6.03 Representations and
Warranties. The Owner Trustee hereby represents and
warrants to the Depositor, for the benefit of the Certificateholders,
that:
(a) It
is a banking corporation duly organized and validly existing in good
standing under the laws of the State of Delaware. It has all requisite corporate
power and authority to execute, deliver and perform its obligations under
this
Trust Agreement;
(b) It
has taken all corporate action necessary to authorize the execution
and delivery by it of this Trust Agreement, and this Trust Agreement will
be
executed and delivered by one of its officers who is duly authorized to execute
and deliver this Trust Agreement on its behalf;
(c) Neither
the execution nor the delivery by it of this Trust Agreement, nor
the consummation by it of the transactions contemplated hereby nor compliance
by
it with any of the terms or provisions hereof will contravene any federal
or
Delaware law, governmental rule or regulation governing the banking or trust
powers of the Owner Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or bylaws or any indenture,
mortgage, contract, agreement or instrument to which it is a party or by
which
any of its properties may be bound;
(d) This
Trust Agreement assuming due authorization, execution and delivery
by the Owner Trustee and the Depositor, constitutes a valid, legal and binding
obligation of the Owner Trustee, enforceable against it in accordance with
the
terms hereof subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors' rights
generally and to general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;
(e) The
Owner Trustee is not in default with respect to any order or decree
of any court or any order, regulation or demand of any Federal, state, municipal
or governmental agency, which default might have consequences that would
materially and adversely affect the condition (financial or other) or operations
of the Owner Trustee or its properties or might have consequences that would
materially adversely affect its performance hereunder; and
(f) No
litigation is pending or, to the best of the Owner Trustee's
knowledge, threatened against the Owner Trustee which would prohibit its
entering into this Trust Agreement or performing its obligations under this
Trust Agreement.
Section
6.04 Reliance; Advice of
Counsel. (a) The Owner Trustee shall incur no liability
to anyone in acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, note, or other document or
paper
believed by it to be genuine and believed by it to be signed by the proper
party
or parties. The Owner Trustee may accept a certified copy of a resolution
of the
board of directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that
the
same is in full force and effect. As to any fact or matter the method of
determination of which is not specifically prescribed herein, the Owner Trustee
may for all purposes hereof rely on a certificate, signed by the president
or
any vice president or by the treasurer or other authorized officers of the
relevant party, as to such fact or matter and such certificate shall constitute
full protection to the Owner Trustee for any action taken or omitted to be
taken
by it in good faith in reliance thereon.
(b) In
the exercise or administration of the Trust hereunder and in the
performance of its duties and obligations under this Trust Agreement or the
Basic Documents, the Owner Trustee (i) may act directly or through its agents,
attorneys, custodians or nominees (including persons acting under a power
of
attorney) pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents,
attorneys, custodians or nominees (including persons acting under a power
of
attorney) if such persons have been selected by the Owner Trustee with
reasonable care, and (ii) may consult with counsel, accountants and other
skilled persons to be selected with reasonable care and employed by it. The
Owner Trustee shall not be liable for anything done, suffered or omitted
in good
faith by it in accordance with the opinion or advice of any such counsel,
accountants or other such Persons and not contrary to this Trust Agreement
or
any Basic Document.
Section
6.05 Not Acting in
Individual Capacity. Except as provided in this Article
VI, in accepting the trusts hereby created Wilmington Trust Company acts
solely
as Owner Trustee hereunder and not in its individual capacity, and all Persons
having any claim against the Owner Trustee by reason of the transactions
contemplated by this Trust Agreement or any Basic Document shall look only
to
the Owner Trust Estate for payment or satisfaction thereof.
Section
6.06 Owner Trustee
Not Liable for the Certificate or Related Documents. The
recitals contained herein and in the Certificate (other than the signatures
of
the Owner Trustee on the Certificate) shall be taken as the statements of
the
Depositor, and the Owner Trustee assumes no responsibility for the correctness
thereof. The Owner Trustee makes no representations as to the validity or
sufficiency of this Trust Agreement, of any Basic Document or of the Certificate
(other than the signatures of the Owner Trustee on the Certificate) or the
Notes, or of any Related
Documents,
or of MERS or the MERS® System. The Owner Trustee shall at no
time have any responsibility or liability with respect to the sufficiency
of the
Owner Trust Estate or its ability to generate the payments to be distributed
to
Certificateholders under this Trust Agreement or the Noteholders under the
Indenture, including compliance by the Depositor or the Seller with any warranty
or representation made under any Basic Document or in any related document
or
the accuracy of any such warranty or representation, or any action of the
Certificate Paying Agent, the Certificate Registrar, the Indenture Trustee
or
the Securities Administrator taken in the name of the Owner
Trustee.
Section
6.07 Owner Trustee
May Own the Certificate and Notes. The Owner Trustee in
its individual or any other capacity may, subject to Section 3.04, become
the
owner or pledgee of the Certificate or Notes and may deal with the Depositor,
the Seller, the Certificate Paying Agent, the Certificate Registrar and the
Indenture Trustee in transactions with the same rights as it would have if
it
were not Owner Trustee.
Section
6.08 Payments from Owner
Trust Estate. All payments to be made by the Owner
Trustee under this Trust Agreement or any of the Basic Documents to which
the
Owner Trustee is a party shall be made only from the income and proceeds
of the
Owner Trust Estate or from other amounts required to be provided by the
Certificateholders and only to the extent that the Owner Trust shall have
received income or proceeds from the Owner Trust Estate or the
Certificateholders to make such payments in accordance with the terms hereof.
Wilmington Trust Company, in its individual capacity, shall not be liable
for
any amounts payable under this Trust Agreement or any of the Basic Documents
to
which the Owner Trustee is a party.
Section
6.09 Doing Business in Other
Jurisdictions.
Notwithstanding anything contained herein to the contrary, neither Wilmington
Trust Company nor the Owner Trustee shall be required to take any action
in any
jurisdiction other than in the State of Delaware if the taking of such action
will, even after the appointment of a co-trustee or separate trustee in
accordance with Section 9.05 hereof, (i) require the consent or approval
or
authorization or order of or the giving of notice to, or the registration
with
or the taking of any other action in respect of, any state or other governmental
authority or agency of any jurisdiction other than the State of Delaware;
(ii)
result in any fee, tax or other governmental charge under the laws of the
State
of Delaware becoming payable by Wilmington Trust Company; or (iii) subject
Wilmington Trust Company to personal jurisdiction in any jurisdiction other
than
the State of Delaware for causes of action arising from acts unrelated to
the
consummation of the transactions by Wilmington Trust Company or the Owner
Trustee, as the case may be, contemplated hereby.
Section
6.10 Liability of Certificate
Registrar and Certificate Paying
Agent. All provisions affording protection or rights
to
or limiting the liability of the Owner Trustee, including the provisions
of this
Agreement permitting the Owner Trustee to resign, merge or consolidate, shall
inure as well to the Certificate Registrar and Certificate Paying
Agent.
Section
6.11 Derivative
Contracts. (a) At the direction of the
Certificateholder, the Indenture Trustee shall, on behalf of the Owner Trust
Estate, enter into special derivative contracts for the benefit of the
Certificate. Any acquisition of a special derivative contract shall be
accompanied by (i) an appropriate amendment to this Agreement, (ii) any Opinion
of Counsel required by Section 10.01, (iii) confirmation from each Rating
Agency
that the acquisition will
not
cause the downgrade, withdrawal or suspension of the rating on any
Note and (iv) the consent of the Certificateholder to the acquisition of
such
special derivative contract.
(b) All
collections, proceeds and other amounts in respect of the special
derivative contracts payable by the special derivative counterparty shall
be
distributed to the owner trust certificates on the Payment Date following
receipt thereof by the Certificate Paying Agent on behalf of the Indenture
Trustee.
(c) Any
special derivative contract that provides for any payment obligation
on the part of the Owner Trust Estate must (i) be without recourse to the
assets
of the Owner Trust Estate, (ii) contain a non-petition covenant provision
from
the special derivative counterparty, (iii) limit payment dates thereunder
to
Payment Dates, (iv) contain a provision limiting any cash payments due to
the
special derivative counterparty on any day under such special derivative
contract solely to funds available therefor in the Certificate Distribution
Account available to make payments to the Certificateholders on such Payment
Date and (v) provide for all notices and correspondence to be provided to
the
Certificate Paying Agent.
(d) Each
special derivative contract must (i) provide for the direct payment
of any amounts by the special derivative counterparty thereunder to the
Certificate Distribution Account at least one Business Day prior to the related
Payment Date, (ii) contain an assignment of all of the Owner Trust Estate’s
rights (but none of its obligations) under such special derivative contract
to
the Indenture Trustee on behalf of the Certificateholders and shall include
an
express consent to the special derivative counterparty to such assignment,
(iii)
provide that in the event of the occurrence of an Event of Default, such
special
derivative contract shall terminate upon the direction of the Certificateholder,
and (iv) prohibit the special derivative counterparty from “setting-off’ or
“netting” other obligations of the Owner Trust Estate and its Affiliates against
such special derivative counterparty’s payment obligations
thereunder.
Notwithstanding
the foregoing, if a TMP Trigger Event occurs the
aforementioned right of the Certificateholder to enter into a special
derivatives contract will terminate.
ARTICLE
VII
COMPENSATION
OF OWNER TRUSTEE
Section
7.01 Owner Trustee's Fees
and Expenses. The Owner Trustee shall receive from the
Securities Administrator, in its capacity as Master Servicer, as compensation
for its services hereunder such fees as have been separately agreed upon
by the
Owner Trustee and the Master Servicer. In the event that the Securities
Administrator, in its capacity as Master Servicer, fails to pay such fees
on any
Payment Date, the Owner Trustee shall be entitled to such fee from funds
on
deposit in the Payment Account to the extent set forth in the Servicing
Agreement and prior to any payments to the Noteholders on such Payment Date.
Additionally, the Owner Trustee shall be reimbursed from amounts on deposit
in
the Payment Account, in accordance with Section 2.11(xii) of the Servicing
Agreement for its reasonable expenses hereunder and under the Basic Documents,
including the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may reasonably
employ in connection with the exercise and performance of its rights and
its
duties hereunder and under the Basic Documents
Section
7.02 Indemnification.
The Trust shall indemnify,
defend and hold harmless the Owner Trustee and its respective successors,
assigns, agents and servants (collectively, the “Indemnified Parties”) from and
against, any and all liabilities, obligations, losses, damages, taxes, claims,
actions and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, “Expenses”) which may at any time be imposed on, incurred by, or
asserted against any Indemnified Party in any way relating to or arising
out of
this Trust Agreement, the Basic Documents, the Owner Trust Estate, the
administration of the Owner Trust Estate or the action or inaction of the
Owner
Trustee, the Certificate Registrar and the Certificate Paying Agent hereunder,
provided, that:
(i) the
Trust shall not be liable for or required to indemnify an Indemnified
Party, as applicable, from and against Expenses arising or resulting from
such
Indemnified Party’s own intentional misconduct, gross negligence, bad faith,
grossly negligent failure to act or, as to the Owner Trustee, as a result
of any
inaccuracy of a representation or warranty of the Owner Trustee contained
in
Section 6.03 expressly made by the Owner Trustee;
(ii) to
the extent that any such Expenses are required to be paid to the Owner
Trustee (A) by the Master Servicer pursuant to Section 4.03 of the Servicing
Agreement, (B) from amounts on deposit in the Payment Account pursuant to
Section 7.01 of this Trust Agreement and Section 2.11(xii) of the Servicing
Agreement, (C) from amounts on deposit in the Certificate Distribution Account
pursuant to Section 5.01 of this Trust Agreement or (D) by the holders of
the
Owner Trust Certificate pursuant to Section 2.07 of this Trust Agreement,
then
the Trust shall indemnify the Indemnified Parties for such Expenses to the
extent that such Expenses are not, at the time due to the Indemnified Parties,
readily recoverable from, and in fact promptly upon reasonable notice paid
to
the Indemnified Parties by or from, as applicable, one of the sources listed
in
the foregoing clauses (A), (B), (C) and (D);
(iii) with
respect to any such claim, the Indemnified Party shall have given the Trust
written notice thereof promptly after the Indemnified Party shall have actual
knowledge thereof; provided, however, that failure to give such notice shall
not
affect the indemnification of the Indemnified Party except to the extent
the
Trust is materially prejudiced by such failure;
(iv) while
maintaining control over its own defense, the Trust shall consult
with the Indemnified Party in preparing such defense; and
(v) notwithstanding
anything in this Agreement to the contrary, the Trust
shall not be liable for settlement of any claim by an Indemnified Party entered
into without the prior consent of the Trust which consent shall not be
unreasonably withheld.
The
indemnities contained in this Section shall survive the resignation
or removal of the Owner Trustee, the Certificate Registrar or the Certificate
Paying Agent or the termination of this Trust Agreement. In addition, upon
written notice to the Owner Trustee, the Certificate Registrar or the
Certificate Paying Agent and with the consent of the Owner Trustee, the
Certificate Registrar or the Certificate Paying Agent which consent shall
not be
unreasonably withheld, the Trust has the right to assume the defense of any
claim, action or proceeding against the Owner Trustee, the Certificate Registrar
or the Certificate Paying Agent.
The
Certificateholder agrees to indemnify the Indemnified Parties for any
Expense for which the Trust is required to indemnify the Indemnified Parties
pursuant to Section 7.02 of this Agreement, other than (x) any Expense required
to be covered by the Master Servicer pursuant to Section 4.03 of the Servicing
Agreement and (y) any Expense already paid by the Trust in accordance with
Section 7.02 of this Agreement.
To
the extent that the Trust or the Certificateholder pursuant to this
Section 7.02 indemnifies the Indemnified Parties for any Expenses that are
required to be paid to the Owner Trustee (A) by the Master Servicer pursuant
to
Section 4.03 of the Servicing Agreement, (B) from amounts on deposit in the
Payment Account pursuant to Section 7.01 of this Trust Agreement and Section
2.11(xii) of the Servicing Agreement, (C) from amounts on deposit in the
Certificate Distribution Account pursuant to Section 5.01 of this Trust
Agreement or (D) by the holders of the Owner Trust Certificate pursuant to
Section 2.07 of this Trust Agreement, then the Trust or the Certificateholder,
as applicable, shall be subrogated to the Owner Trustee’s rights to be paid such
Expenses by or from, as applicable, the sources listed in the foregoing clauses
(A), (B), (C) and (D).
ARTICLE
VIII
TERMINATION
OF TRUST AGREEMENT
Section
8.01 Termination of Trust
Agreement. (a) This Trust Agreement (other than Article
VII) shall terminate and the Trust shall dissolve, wind up and terminate
in
accordance with Section 3808(e) of the Statutory Trust Statute and be of
no
further force or effect upon the earlier of (i) the final distribution of
all
moneys or other property or proceeds of the Owner Trust Estate in accordance
with the terms of the Indenture and this Trust Agreement and (ii) the
distribution of all of the assets of the Owner Trust Estate, in accordance
with
written instructions provided to the Owner Trustee by the Certificateholder,
following the optional redemption of the Notes effected by the Certificateholder
pursuant to Section 8.06 of the Indenture; provided in each case that all
amounts owing to the Noteholders to the extent payable from the Owner Trust
Estate or proceeds thereof have been paid in full and that all obligations
under
the Indenture have been discharged. The bankruptcy, liquidation, dissolution,
death or incapacity of any Certificateholder shall not (x) operate to terminate
this Trust Agreement or the Trust or (y) 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 all or any part
of the
Trust or the Owner Trust Estate or (z) otherwise affect the rights, obligations
and liabilities of the parties hereto.
(b) Notwithstanding
anything to the contrary herein, the Trust shall not
terminate upon the occurrence of a TMP Trigger Event or REMIC
Conversion.
(c) Notice
of any termination of the Trust, specifying the Payment Date upon
which Certificateholders shall surrender their Certificate to the Certificate
Paying Agent for payment of the final distribution and cancellation, shall
be
given by the Certificate Paying Agent by letter to Certificateholders mailed
within five Business Days of receipt of notice of the final payment on the
Notes
from the Securities Administrator, stating (i) the Payment Date upon or with
respect to which final payment of the Certificate shall be made upon
presentation and surrender of the Certificate at the office of the Certificate
Paying Agent therein designated, (ii) the amount of any such final payment
and
(iii) that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Certificate at the office of the Certificate Payment Agent therein specified.
The Certificate Paying Agent shall give such notice to the Owner Trustee
and the
Certificate Registrar at the time such notice is given to Certificateholders.
Upon presentation and surrender of the Certificate, the Certificate Paying
Agent
shall cause to be distributed to Certificateholders amounts distributable
on
such Payment Date pursuant to Section 5.01.
In
the event that all of the Certificateholders shall not surrender their
Certificate for cancellation within six months after the date specified in
the
above mentioned written notice, the Certificate Paying Agent shall give a
second
written notice to the remaining Certificateholders to surrender their
Certificate for cancellation and receive the final distribution with respect
thereto. Subject to applicable laws with respect to escheat of funds, if
within
one year following the Payment Date on which final payment of the Certificate
was to have been made pursuant to Section 3.03 of the Indenture, all the
Certificate shall not have been surrendered for cancellation, the Certificate
Paying Agent may take appropriate steps, or may appoint an agent to take
appropriate
steps, to contact the remaining Certificateholders concerning
surrender of their Certificate, and the cost thereof shall be paid out of
the
funds and other assets that shall remain subject to this Trust Agreement.
Any
funds remaining in the Certificate Distribution Account after exhaustion
of such
remedies shall be distributed by the Certificate Paying Agent to the
Depositor.
(d) Upon
the winding up of the Trust and its termination, the Owner Trustee
shall upon receipt of written direction from, and expense of, the
Certificateholder cause the Certificate of Trust to be cancelled by filing
a
certificate of cancellation with the Secretary of State in accordance with
the
provisions of Section 3810(c) of the Statutory Trust Statute.
ARTICLE
IX
SUCCESSOR
OWNER TRUSTEES AND ADDITIONAL OWNER
TRUSTEES
Section
9.01 Eligibility
Requirements for Owner Trustee. The Owner Trustee shall
at all times be a corporation satisfying the provisions of Section 3807(a)
of
the Statutory Trust Statute; authorized 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 authorities; and having (or
having a parent that has) a rating of at least Baa3 by Moody's and/or at
least
BBB- by Standard and Poor's or is otherwise acceptable to the Rating Agencies.
If such corporation shall publish reports of condition at least annually
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
In
case at any time the Owner Trustee shall cease to be eligible in accordance
with
the provisions of this Section 9.01, the Owner Trustee shall resign immediately
in the manner and with the effect specified in Section 9.02.
Section
9.02 Replacement of Owner
Trustee. The Owner Trustee may at any time resign and
be
discharged from the trusts hereby created by giving 30 days prior written
notice
thereof to the Depositor. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor Owner Trustee, by written
instrument, in duplicate, one copy of which instrument shall be delivered
to the
resigning Owner Trustee and to the successor Owner Trustee. If no successor
Owner Trustee shall have been so appointed and have accepted appointment
within
30 days after the giving of such notice of resignation, the resigning Owner
Trustee may petition any court of competent jurisdiction for the appointment
of
a successor Owner Trustee.
If
at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 9.01 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Owner Trustee shall
be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
of the Owner Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Owner Trustee or of its property
or
affairs for the purpose of rehabilitation, conservation or liquidation, then
the
Depositor may remove the Owner Trustee.
Any
resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section
shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 9.03 and payment of all fees and expenses owed
to
the outgoing Owner Trustee. The Depositor shall provide notice of such
resignation or removal of the Owner Trustee to each of the Rating
Agencies.
Section
9.03 Successor Owner Trustee.
Any successor Owner
Trustee appointed pursuant to Section 9.02 shall execute, acknowledge and
deliver to the Indenture Trustee and to its predecessor Owner Trustee an
instrument accepting such appointment under this Trust Agreement, and thereupon
the resignation or removal of the predecessor Owner Trustee shall
become
effective, and such successor Owner Trustee, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under this Trust Agreement, with
like
effect as if originally named as Owner Trustee. The predecessor Owner Trustee
shall upon payment of its fees and expenses deliver to the successor Owner
Trustee all documents and statements and monies held by it under this Trust
Agreement; and the predecessor Owner Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully
and
certainly vesting and confirming in the successor Owner Trustee all such
rights,
powers, duties and obligations.
No
successor Owner Trustee shall accept appointment as provided in this
Section 9.03 unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.
Upon
acceptance of appointment by a successor Owner Trustee pursuant to
this Section 9.03, the Owner Trustee shall mail notice thereof to all
Certificateholders, the Indenture Trustee, the Noteholders and the Rating
Agencies.
Section
9.04 Merger or
Consolidation of Owner Trustee. Any Person into which
the Owner Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of
the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
the execution or filing of any instrument or any further act on the part
of any
of the parties hereto, anything herein to the contrary notwithstanding;
provided, that such Person shall be eligible pursuant to Section 9.01 and,
provided, further, that the Owner Trustee shall mail notice of such merger
or
consolidation to the Rating Agencies.
Section
9.05 Appointment of
Co-Trustee or Separate Trustee. Notwithstanding any
other provisions of this Trust Agreement, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Owner Trust Estate may at the time be located, the Owner Trustee shall have
the
power and shall execute and deliver all instruments to appoint one or more
Persons to act as co-trustee, jointly with the Owner Trustee, or as separate
trustee or trustees, of all or any part of the Owner Trust Estate, and to
vest
in such Person, in such capacity, such title to the Trust or any part thereof
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Owner Trustee may consider necessary
or
desirable. No co-trustee or separate trustee under this Trust Agreement shall
be
required to meet the terms of eligibility as a successor Owner Trustee pursuant
to Section 9.01 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 9.03.
Each
separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and
conditions:
(a) All
rights, powers, duties and obligations conferred or imposed upon the
Owner Trustee shall be conferred upon and exercised or performed by the Owner
Trustee and such separate trustee or co-trustee jointly (it being understood
that such separate trustee or co-trustee is not authorized to act separately
without the Owner Trustee joining in such act), except to the
extent
that under any law of any jurisdiction in which any particular act
or acts are to be performed, the Owner 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 the Owner Trust
Estate
or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Owner Trustee;
(b) No
trustee under this Trust Agreement shall be personally liable by
reason of any act or omission of any other trustee under this Trust Agreement;
and
(c) The
Owner Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee.
Any
notice, request or other writing given to the Owner 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 Trust Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Trust Agreement, specifically including every provision of this Trust
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee. Each such instrument shall be filed with
the
Owner Trustee.
Any
separate trustee or co-trustee may at any time appoint the Owner
Trustee as 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
Trust 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 Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor co-trustee or separate trustee.
ARTICLE
X
MISCELLANEOUS
Section
10.01 Amendments.
(a) This Trust Agreement may be
amended from time to time by the parties hereto as specified in this Section,
provided that any amendment, except as provided in subparagraph (e) and (i)
below, be accompanied by an Opinion of Counsel addressed to the Owner Trustee,
the Certificate Registrar and the Certificate Paying Agent and obtained by
the
Depositor to the effect that such amendment (i) complies with the provisions
of
this Section and (ii) would not cause the Trust to be subject to an entity
level
tax for federal income tax purposes.
(b) If
the purpose of the amendment (as detailed therein) is to correct any
mistake, eliminate any inconsistency, cure any ambiguity or deal with any
matter
not covered (i.e. to give effect to the intent of the parties and, if
applicable, to the expectations of the Holders), it shall not be necessary
to
obtain the consent of any Noteholders or Certificateholders, but the Owner
Trustee, the Certificate Registrar and the Certificate Paying Agent shall
be
furnished with (A) a letter from each of the Rating Agencies that the amendment
will not result in the downgrading or withdrawal of the rating then assigned
to
any Note or the rating then assigned to any Note or (B) an Opinion of Counsel
obtained by the Depositor to the effect that such action will not adversely
affect in any material respect the interests of any Noteholders or
Certificateholders.
(c) If
the purpose of the amendment is to prevent the imposition of any
federal or state taxes at any time that any Security is outstanding, it shall
not be necessary to obtain the consent of any Noteholders or Certificateholders,
but the Owner Trustee, the Certificate Registrar and the Certificate Paying
Agent shall be furnished with an Opinion of Counsel obtained by the Depositor
that such amendment is necessary or helpful to prevent the imposition of
such
taxes and is not materially adverse to any Noteholders or
Certificateholders.
(d) If
the purpose of the amendment is to add or eliminate or change any
provision of the Trust Agreement other than as contemplated in (b) and (c)
above, the amendment shall require (A) an Opinion of Counsel obtained by
the
Depositor to the effect that such action will not adversely affect in any
material respect the interests of any Noteholders or Certificateholders and
(B)
either (a) a letter from each of the Rating Agencies that the amendment will
not
result in the downgrading or withdrawal of the rating then assigned to any
Note
or (b) the consent of Holder of Certificate evidencing a majority Percentage
Interest of the Certificate and the consent of Noteholders representing at
least
51% of the Note Principal Balance of the Notes; provided, however, that no
such
amendment shall (i) reduce in any manner the amount of, or delay the timing
of,
payments received that are required to be distributed on any Certificate
without
the consent of the related Certificateholder or (ii) reduce the aforesaid
percentage of Certificate the Holders of which are required to consent to
any
such amendment, without the consent of the Holders of all such Certificate
then
outstanding. Notwithstanding the foregoing, the Issuer, at the direction
of the
Certificateholder, may amend Section 2.03 hereof. Any amendment of Section
2.03
hereof shall be accompanied by (i) an appropriate amendment to the applicable
Agreement, (ii) any Opinion of Counsel reasonably requested by the Underwriter,
the Rating Agencies, the Indenture Trustee and the Securities Administrator,
(iii) written confirmation from the Rating Agencies that such amendment will
not
result in any Note to be downgraded,
withdrawn
or suspended and (iv) written consent of the Certificateholder
with respect to the amendment of such permitted activity.
(e) If
the purpose of the amendment is to provide for the holding of any of
the Certificate in book-entry form, it shall require the consent of Holder
of
the Certificate then outstanding; provided, that the Opinion of Counsel
specified in subparagraph (a) above shall not be required.
(f) Promptly
after the execution of any such amendment or consent, the
Depositor shall furnish written notification of the substance of such amendment
or consent to each Certificateholder, the Indenture Trustee and the Rating
Agencies. It shall not be necessary for the consent of Certificateholders,
Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve
the particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents (and any other consents of Certificateholders provided
for in this Trust Agreement or in any other Basic Document) and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Owner Trustee may
prescribe.
(g) In
connection with the execution of any amendment to any agreement to
which the Trust is a party, other than this Trust Agreement, the Owner Trustee,
the Certificate Registrar and the Certificate Paying Agent shall be entitled
to
receive and conclusively rely upon an Opinion of Counsel to the effect that
such
amendment is authorized or permitted by the documents subject to such amendment
and that all conditions precedent in the Basic Documents for the execution
and
delivery thereof by the Trust or the Owner Trustee, as the case may be, have
been satisfied.
(h) No
amendment or agreement affecting the rights or duties of the Owner
Trustee, Certificate Registrar or the Certificate Paying Agent may be entered
into without the consent of the affected party.
(i) If
the purpose of the amendment is to add or eliminate or change any
provision relating to the springing REMIC function of this Trust Agreement.
An
amendment subject to this Section 10.01(i) shall not require the consent
of the
Noteholders or Certificateholders, provided, however, the Owner Trustee shall
receive from the Certificateholder written direction to enter such amendment
based on this Section 10.01(i). The Owner Trustee may rely on such direction
in
entering into the amendment and is under no duty or obligation to determine
compliance with entering into the amendment.
Promptly
after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State of the State of Delaware.
Section
10.02 No Legal Title to Owner
Trust Estate. The
Certificateholders shall not have legal title to any part of the Owner Trust
Estate solely by virtue of their status as a Certificateholder. The
Certificateholders shall be entitled to receive distributions with respect
to
their undivided beneficial interest therein only in accordance with Articles
V
and VIII. No
transfer,
by operation of law or otherwise, of any right, title or
interest of the Certificateholders to and in their ownership interest in
the
Owner Trust Estate shall operate to terminate this Trust Agreement or the
trusts
hereunder or entitle any transferee to an accounting or to the transfer to
it of
legal title to any part of the Owner Trust Estate.
Section
10.03 Limitations on Rights of
Others. Except for
Section 2.07, the provisions of this Trust Agreement are solely for the benefit
of the Owner Trustee, the Depositor, the Certificateholders and, to the extent
expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Trust Agreement (other than Section 2.07), whether express
or
implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Owner Trust Estate or under or in respect of
this
Trust Agreement or any covenants, conditions or provisions contained
herein.
Section
10.04 Notices.
(a) Unless otherwise expressly specified
or permitted by the terms hereof, all notices shall be in writing and shall
be
deemed given upon receipt, to the Owner Trustee at: Wilmington Trust Company,
▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇;
Attention: Corporate Trust Administration; to the Depositor at: Citigroup
Mortgage Loan Trust Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: General Counsel; to the Securities Administrator at CitiMortgage,
Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇, ▇’▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; to the
Certificate Registrar and the Certificate Paying Agent at Citibank, N.A.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (Attention:
Citigroup Mortgage Loan Trust 2006-AR1); to CapitalSource Inc. ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief
Legal Officer; to Standard & Poor's, a division of The ▇▇▇▇▇▇-▇▇▇▇
Companies, Inc. at: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; to Fitch Ratings,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; to ▇▇▇▇▇’▇ Investors Service,
Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or, as to each party, at
such
other address as shall be designated by such party in a written notice to
each
other party.
(b) 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 Trust Agreement shall be conclusively presumed to have
been
duly given, whether or not the Certificateholder receives such
notice.
(c) A
copy of any notice delivered to the Owner Trustee or the Trust shall
also be delivered to the Depositor.
Section
10.05 Severability.
Any provision of this Trust
Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or
render unenforceable such provision in any other jurisdiction.
Section
10.06 Separate Counterparts.
This Trust Agreement may
be executed by the parties hereto in separate counterparts, each of which
when
so executed and delivered shall be an original, but all such counterparts
shall
together constitute but one and the same instrument.
Section
10.07 Successors
and Assigns. All representations,
warranties, covenants and agreements contained herein shall be binding upon,
and
inure to the benefit of, each of the Depositor, the Owner Trustee and its
successors, and each Certificateholder and its successors and permitted assigns,
all as herein provided. Any request, notice, direction, consent, waiver or
other
instrument or action by a Certificateholder shall bind the successors and
assigns of such Certificateholder.
Section
10.08 No Petition.
The Owner Trustee, by entering into
this Trust Agreement and each Certificateholder, by accepting a Certificate,
hereby covenant and agree that they will not at any time institute against
the
Depositor or the Trust, or join in any institution against the Depositor
or the
Trust of, any bankruptcy proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations to the Certificate,
the Notes, this Trust Agreement or any of the Basic Documents. This Section
shall survive for one year following the termination of this Trust
Agreement.
Section
10.09 No
Recourse. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificate represent
beneficial interests in the Trust only and do not represent interests in
or
obligations of the Depositor, the Seller, the Owner Trustee, the Indenture
Trustee, the Certificate Registrar, the Certificate Paying Agent or any
Affiliate thereof and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated in this Trust
Agreement, the Certificate or the Basic Documents.
Section
10.10 Headings. The headings of the
various Articles and Sections herein are
for convenience of reference only and shall not define or limit any of the
terms
or provisions hereof.
Section
10.11 GOVERNING LAW.
THIS TRUST AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH
LAWS.
Section
10.12 Integration.
This Trust Agreement constitutes the
entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes all prior agreements and understandings pertaining
thereto.
Section
10.13 Obligations.
The execution and delivery of this
Trust Agreement by CitiMortgage, Inc. is not in its individual capacity but
solely in its capacity as Securities Administrator. The execution and delivery
of this Trust Agreement by and by Citibank, N.A. solely for purposes of its
appointment and agreement to serve as Certificate Registrar and Certificate
Paying Agent. The Securities Administrator shall have no duties or obligations
under this Agreement except for those duties expressly set forth in this
Agreement as duties of the Securities Administrator, and no implied duties
shall
be read into this Agreement on the part of the Securities Administrator.
The
Certificate Paying Agent or Certificate Registrar shall have no duties or
obligations under this Agreement except for those duties expressly set forth
in
this Agreement as duties of the Certificate Paying Agent or Certificate
Registrar, and no implied duties shall be read into this Agreement on the
part
of the Certificate Paying Agent or Certificate Registrar. In entering into
this
Agreement and with respect to all matters arising under this Agreement, the
Securities Administrator and the Certificate Registrar or the Certificate
Paying
Agent shall enjoy and be protected by all of the rights, powers, benefits,
immunities, indemnities and other protections granted to it under Article
VI of
the Indenture.
ARTICLE
XI
REMIC
CONVERSION
Section
11.01 Conditions Precedent to
a REMIC Conversion. Prior
to a REMIC Conversion:
(i) the
Servicer shall have received at least two bids for the REO properties
in the trust, at least one of which is sufficient not to result in the
allocation of any Realized Losses to any of the Offered Notes;
(ii) the
servicer shall have completed the sale from the Trust Estate of all
REO properties at their fair market value and
(iii) the
entity seeking the REMIC Conversion shall have made provision for payment
satisfactory to the Owner Trustee, the Indenture Trustee, the Securities
Administrator, the Paying Agent and the Note Registrar and others for any
initial or ongoing additional administrative expenses associated with the
REMIC
elections as contemplated in Exhibit J hereto.
IN
WITNESS WHEREOF, the Depositor and the Owner Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
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CITIGROUP
MORTGAGE LOAN TRUST INC., as Depositor
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By:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
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Title:
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Vice
President
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WILMINGTON
TRUST COMPANY,
as Owner Trustee |
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By:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Sr.
Financial Services Officer
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CITIMORTGAGE,
INC.,
acting not individually but solely as Securities Administrator |
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By:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Sr.
Vice President
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CITIBANK,
N.A.,
acting not individually but solely as Certificate Registrar and Certificate Paying Agent |
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By:
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/s/
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇
▇.▇▇▇▇▇▇▇
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Title:
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Vice
President
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CSE
MORTGAGE LLC,
Certificateholder |
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By:
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/s/
▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇▇▇▇▇▇
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Title:
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Authorized
Agent
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EXHIBIT
A
Form
Of Certificate
[Face]
THIS
CERTIFICATE IS SUBORDINATE TO THE NOTES AS DESCRIBED IN THE
INDENTURE.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING
AS
TO THE TRANSFEREE'S STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S.
LAW.
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 WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.04 OF THE TRUST AGREEMENT REFERRED
TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE, UNLESS THE INTENDED
TRANSFEREE CERTIFIES IN THE FORM OF EXHIBIT H TO THE TRUST AGREEMENT TO THE
OWNER TRUSTEE, THE CERTIFICATE REGISTRAR, AND THE INDENTURE TRUSTEE THAT,
IN
CONNECTION WITH THE TRANSFER, IT WILL ACQUIRE BOTH THE TRUST CERTIFICATE
AND A
100% PERCENTAGE INTEREST IN EACH CLASS OF PRIVATELY OFFERED NOTES THEN
OUTSTANDING, THUS BECOMING A SINGLE OWNER UPON COMPLETION OF THE TRANSFER.
NOTWITHSTANDING THE FOREGOING, THIS CERTIFICATE MAY BE PLEDGED TO SECURE
INDEBTEDNESS AND MAY BE THE SUBJECT OF REPURCHASE AGREEMENTS TREATED AS SECURED
INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES. UPON A DEFAULT UNDER ANY SUCH
INDEBTEDNESS, THE LENDER OR REPURCHASE AGREEMENT COUNTERPARTY, AS APPLICABLE,
MAY DELIVER TO THE NOTE REGISTRAR, THE SECURITIES ADMINISTRATOR, THE OWNER
TRUSTEE AND THE INDENTURE TRUSTEE A CERTIFICATE CERTIFYING THAT A DEFAULT
HAS
OCCURRED AND THAT A REMIC CONVERSION SHOULD BE UNDERTAKEN.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (i) A REPRESENTATION LETTER FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT
AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”), OR A PERSON ACTING ON BEHALF
OF
ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OR (ii) IF THIS
CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT TO
ERISA, OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING
THE
ASSETS OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL
TO THE
EFFECT THAT THE PURCHASE OF CERTIFICATES IS PERMISSIBLE UNDER APPLICABLE
LAW,
WILL NOT CONSTITUTE OR RESULT IN ANY PROHIBITED TRANSACTION UNDER ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE SELLER,
THE
SERVICER, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR OR THE MASTER SERVICER
TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA
OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE TRUST
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR,
THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR, THE SECURITIES ADMINISTRATOR
OR
THE MASTER SERVICER.
THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
SELLER, THE SECURITIES ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE CERTIFICATE
PAYING AGENT, THE DEPOSITOR, THE MASTER SERVICER, THE INDENTURE TRUSTEE,
OR THE
OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY
PROVIDED IN THE TRUST AGREEMENT OR THE BASIC DOCUMENTS.
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Certificate
No.
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Cut-off
Date: February 1, 2006
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Percentage
Interest: 100%
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Date
of Amended and Restated Trust Agreement:
February
[__], 2006
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First
Payment Date:
March
27, 2006
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Master
Servicer:
CitiMortgage,
Inc.
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Evidencing
a fractional undivided equity interest in the Owner Trust
Estate, the property of which consists primarily of the Mortgage Loans in
Citigroup Mortgage Loan Trust 2006-AR1 (the “Trust”), a Delaware statutory trust
formed by CITIGROUP MORTGAGE LOAN TRUST INC., as depositor, pursuant to the
Trust Agreement referred to below.
This
certifies that _____________ is the registered owner of the
Percentage Interest represented hereby.
The
Trust was created pursuant to a Short Form Trust Agreement, dated as
of February 23, 2006 between the Depositor and Wilmington Trust Company,
as
owner trustee (the “Owner Trustee”, which term includes any successor entity
under the Trust Agreement) (the “Short Form Trust Agreement”) as amended and
restated by the Amended and Restated Trust Agreement, dated as of February
27,
2006 (as amended and supplemented from time to time, the “Trust Agreement”),
among the Depositor, the Owner Trustee, CitiMortgage, Inc. in its capacity
as
Securities Administrator and Citibank, N.A., in its capacity as certificate
registrar and certificate paying agent, a summary of certain of the pertinent
provisions of which is set forth hereinafter. This Certificate is issued
under
and is subject to the terms, provisions and conditions of the Trust Agreement,
to which Trust Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
This
Certificate is a duly authorized issue of Trust Certificate, Series
2006-AR1 (herein called the “Certificate”) issued under the Trust Agreement to
which reference is hereby made for a statement of the respective rights
thereunder of the Depositor, the Owner Trustee and the Holder of the Certificate
and the terms upon which the Certificate is executed and delivered. All terms
used in this Certificate which are defined in the Trust Agreement shall have
the
meanings assigned to them in the Trust Agreement. The rights of the Holder
of
the Certificate are subordinated to the rights of the Holders of the Notes,
as
set forth in the Indenture.
There
will be distributed on the 25th day of each month or, if such 25th
day is not a Business Day, the next Business Day (each, a “Payment Date”),
commencing on March 2006, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding such Payment Date (the “Record Date”), such
Certificateholder's Percentage Interest in the amount to be distributed to
the
Certificateholder on such Payment Date.
The
Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Payment Account that have
been released from the Lien of the Indenture for payment hereunder and that
neither the Owner Trustee in its individual capacity nor the Depositor is
personally liable to the Certificateholder for any amount payable under this
Certificate or the Trust Agreement or, except as expressly provided in the
Trust
Agreement, subject to any liability under the Trust Agreement.
The
Holder of this Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Certificate are subordinated to
the
rights of the Noteholders as described in the Indenture, dated as of February
27, 2006, among the Trust, U.S. Bank National Association, as Indenture Trustee,
CitiMortgage, Inc., as Securities Administrator and Citibank, N.A., as note
registrar, paying agent and authenticating agent (the “Indenture”).
The
Depositor and each Certificateholder, by acceptance of a Certificate,
agree to treat, and to take no action inconsistent with the treatment of,
the
Certificate for federal, state and local income tax purposes as an equity
interest in the Trust.
Each
Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder will not at any time institute against
the
Depositor, or join in any institution against the Depositor or the Trust
of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy
or
similar law in connection with any obligations relating to the Certificate,
the
Notes, the Trust Agreement or any of the Basic Documents.
Distributions
on this Certificate will be made as provided in the Trust
Agreement by the Certificate Paying Agent by wire transfer or check mailed
to
the Certificateholder of record in the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Trust Agreement and notwithstanding
the above, the final distribution on this Certificate will be made after
due
notice by the Certificate Paying Agent of the pendency of such distribution
and
only upon presentation and surrender of this Certificate at the office or
agency
maintained by the Owner Trustee for that purpose by the Trust, as provided
in
Section 3.08 of the Trust Agreement.
Notwithstanding
the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only
upon
presentation and surrender of this Certificate at the office or agency specified
in such notice.
The
Mortgage Loans in each Loan Group are subject to purchase in whole,
but not in part, by the Certificateholder, on any Payment Date on or after
the
Payment Date on which the aggregate Scheduled Principal Balance of the Mortgage
Loans in such Loan Group as of the end of the prior Due Period is less than
or
equal to 10% of the aggregate Scheduled Principal Balance of the Mortgage
Loans
in such Loan Group as of the Cut-off Date.
No
transfer of the Certificate or any interest therein shall be made to
any Person unless the Depositor, the Owner Trustee, the Securities
Administrator, the Certificate Registrar, the Seller, the Servicer and the
Master Servicer are provided with an Opinion of Counsel which establishes
to the
satisfaction of the Depositor, the Owner Trustee, the Securities Administrator,
the
Certificate Registrar, the Seller, the Servicer and the Master
Servicer that the purchase of the Certificate is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA
or
Section 4975 of the Code and will not subject the Depositor, the Owner Trustee,
the Securities Administrator, the Certificate Registrar, the Seller, the
Servicer or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Trust Agreement, which Opinion of Counsel shall
not
be an expense of the Depositor, the Owner Trustee, the Securities Administrator,
the Certificate Registrar, the Seller, the Servicer or the Master Servicer.
In
lieu of such Opinion of Counsel, a Person may provide a certification in
the
form of Exhibit G to the Agreement, which the Depositor, the Owner Trustee,
the
Securities Administrator, the Certificate Registrar, the Seller, the Servicer
and the Master Servicer may rely upon without further inquiry or investigation.
Neither an Opinion of Counsel nor a certification 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 of any Plan) and the Owner Trustee shall
be
entitled to conclusively rely upon a representation (which, upon the request
of
the Owner Trustee, shall be a written representation) from the Depositor
of the
status of such transferee as an affiliate of the Depositor.
No
transfer, sale, pledge or other disposition of a Certificate or any
interest therein shall be made, and the Certificate Registrar shall refuse
to
register any such transfer, sale, pledge or other disposition, unless the
intended transferee certifies in the form of Exhibit H to the Trust Agreement
to
the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that,
in
connection with the transfer, it will acquire both the Trust Certificate
and a
100% Percentage Interest in each Class of Privately Offered Notes then
Outstanding, thus becoming a Single Owner upon completion of the transfer.
Notwithstanding the foregoing, a Certificate may be pledged to secure
indebtedness and may be the subject of repurchase agreements treated as secured
indebtedness for federal income tax purposes.
Reference
is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless
the certificate of authentication hereon shall have been executed
by an authorized officer of the Owner Trustee, or an authenticating agent
by
manual signature, this Certificate shall not entitle the Holder hereof to
any
benefit under the Trust Agreement or be valid for any purpose.
THIS
CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN
ACCORDANCE WITH SUCH LAWS.
IN
WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Certificate to be duly
executed.
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CITIGROUP
MORTGAGE LOAN TRUST 2006-AR1
BY: WILMINGTON TRUST COMPANY not in its individual capacity but solely as Owner Trustee |
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By:
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Authorized
Signatory
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Dated:
February ____, 2006
CERTIFICATE
OF AUTHENTICATION
This
is the Certificate referred to in the within mentioned
Agreement.
CITIBANK,
N.A.
not
in its individual capacity
but
solely as Certificate Paying Agent
By:_______________________________________________________
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Authorized
Signatory
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or:_______________________________________________________
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as
Authenticating Agent of the
Trust
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By:
:_______________________________________________________
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Authorized
Signatory
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[REVERSE
OF CERTIFICATE]
The
Certificate do not represent an obligation of, or an interest in, the
Depositor, the Seller, the Master Servicer, the Servicer, the Securities
Administrator, the Indenture Trustee, the Certificate Paying Agent, the
Certificate Registrar, the Owner Trustee or any Affiliates of any of them
and no
recourse may be had against such parties or their assets, except as expressly
set forth or contemplated herein or in the Trust Agreement or the Basic
Documents. In addition, this Certificate is not guaranteed by any governmental
agency or instrumentality and is limited in right of payment to certain
collections and recoveries with respect to the Mortgage Loans, all as more
specifically set forth herein and in the Trust Agreement. A copy of the Trust
Agreement may be examined by any Certificateholder upon written request during
normal business hours at the principal office of the Depositor and at such
other
places, if any, designated by the Depositor.
The
Trust Agreement permits the amendment thereof as specified below,
provided that any amendment be accompanied by an Opinion of Counsel to the
Owner
Trustee to the effect that such amendment complies with the provisions of
the
Trust Agreement and would not cause the Trust to be subject to an entity
level
tax. If the purpose of the amendment is to correct any mistake, eliminate
any
inconsistency, cure any ambiguity or deal with any matter not covered, it
shall
not be necessary to obtain the consent of any Holder, but the Owner Trustee
shall be furnished with a letter from each of the Rating Agencies that the
amendment will not result in the downgrading or withdrawal of the rating
then
assigned to any Note or the rating then assigned to any Note. If the purpose
of
the amendment is to prevent the imposition of any federal or state taxes
at any
time that any Security is outstanding, it shall not be necessary to obtain
the
consent of any Holder, but the Owner Trustee shall be furnished with an Opinion
of Counsel that such amendment is necessary or helpful to prevent the imposition
of such taxes and is not materially adverse to any Holder. If the purpose
of the
amendment is to add or eliminate or change any provision of the Trust Agreement,
other than as specified in the preceding two sentences, the amendment shall
require either (a) a letter from each of the Rating Agencies that the amendment
will not result in the downgrading or withdrawal of the rating then assigned
to
any Note or the rating then assigned to any Note or (b) the consent of Holder
of
the Certificate evidencing a majority of the Percentage Interests of the
Certificate and the Indenture Trustee; provided,
however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the time of, payments received that are required
to be distributed on any Certificate without the consent of the related
Certificateholder, or (ii) reduce the aforesaid percentage of the Certificate
the Holder of which are required to consent to any such amendment without
the
consent of the Holder such Certificate then outstanding.
As
provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Certificate Registrar maintained
by
the Trust, as provided in the Trust Agreement, accompanied by a 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 the new Certificate of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under
the
Trust Agreement is Citibank, N.A.
Except
as provided in the Trust Agreement, the Certificate are issuable
only in a minimum Certificate Percentage Interest of 100%.
The
Owner Trustee, the Certificate Paying Agent, the Certificate
Registrar and any agent of the Owner Trustee, the Certificate Paying Agent,
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Paying Agent, the Certificate Registrar or any such agent
shall
be affected by any notice to the contrary.
The
obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate as and when provided in accordance
with the terms of the Trust Agreement.
ASSIGNMENT
FOR
VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE
INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________________________________________________
(Please
print or type name and address, including postal zip code, of
assignee)
____________________________________________________________________________
the
within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
to
transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.
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Dated:
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*/
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Signature
Guaranteed
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*/
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__________________________
*/
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face of the within Certificate
in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by a member firm of the New York Stock
Exchange or a commercial bank or trust company.
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for the information of the
Certificate Paying Agent:
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Distribution
shall be made by wire transfer in immediately
available funds to
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for
the account of
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account
number
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or,
if mailed by check, to
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Applicable
statements should be mailed to
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Signature
of assignee or agent
(for authorization of wire transfer only) |
EXHIBIT
B
CERTIFICATE
OF TRUST OF
THIS
Certificate of Trust of Citigroup Mortgage Loan Trust 2006-AR1 (the
“Trust”), dated February __, 2006, is being duly executed and filed by
Wilmington Trust Company, a Delaware banking corporation, as trustee, to
form a
statutory trust under the Delaware Statutory Trust Act (12 Del. Code, § 3801 et
seq.).
1. Name.
The name of the statutory trust formed
hereby is Citigroup Mortgage Loan Trust 2006-AR1.
2. Delaware
Trustee. The name and business address
of the trustee of the Trust in the State of Delaware is Wilmington Trust
Company, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇.
IN
WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above
written.
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Wilmington
Trust Company,
not in its individual capacity but solely as owner trustee under a Trust Agreement dated as of February__, 2006 |
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By:
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Name:
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Title:
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EXHIBIT
C
[FORM
OF RULE 144A INVESTMENT REPRESENTATION]
DESCRIPTION
OF RULE 144A SECURITIES, INCLUDING NUMBERS:
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The
undersigned seller, as registered holder (the “Seller”), intends to
transfer the Rule 144A Securities described above to the undersigned buyer
(the
“Buyer”).
1. In
connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the
Rule
144A Securities or any other similar security with, any person in any manner,
or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of
the
Rule 144A Securities under the Securities Act of 1933, as amended (the “1933
Act”), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person
other
than the Buyer or another “qualified institutional buyer” as defined in Rule
144A under the ▇▇▇▇ ▇▇▇.
2. The
Buyer warrants and represents to, and covenants with, the Owner
Trustee, the Certificate Registrar and the Depositor (as defined in the Amended
and Restated Trust Agreement (the “Agreement”), dated as of February [__], 2006
among Citigroup Mortgage Loan Trust Inc., as Depositor, Wilmington Trust
Company, as Owner Trustee, and CitiMortgage, Inc. in its capacity as Securities
Administrator and Citibank, N.A. in its capacity as Certificate Registrar
and
Certificate Paying Agent) pursuant to Section 3.04 of the Agreement and U.S.
Bank National Association, as indenture trustee, as follows:
a. The
Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
b. The
Buyer considers itself a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of investment in the
Rule
144A Securities.
c. The
Buyer has been furnished with all information regarding the Rule 144A
Securities that it has requested from the Seller, the Indenture Trustee,
the
Owner Trustee or the Master Servicer.
d. Neither
the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security to,
or
solicited any offer to buy or accept a transfer, pledge or other disposition
of
the Rule 144A Securities, any interest in the Rule 144A Securities or any
other
similar security from, or otherwise approached or negotiated with respect
to the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Rule 144A
Securities under the 1933 Act or that would render the disposition of the
Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A
Securities.
e. The
Buyer is a “qualified institutional buyer” as that term is defined in
Rule 144A under the 1933 Act and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer
is
aware that the sale to it is being made in reliance on Rule 144A. The Buyer
is
acquiring the Rule 144A Securities for its own account or the accounts of
other
qualified institutional buyers, understands that such Rule 144A Securities
may
be resold, pledged or transferred only (i) to a person reasonably believed
to be
a qualified institutional buyer that purchases for its own account or for
the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
3. The
Buyer warrants and represents to, and covenants with, the Seller, the
Indenture Trustee, Owner Trustee, the Certificate Registrar, Master Servicer
and
the Depositor that either (1) the Buyer is (A) not an employee benefit plan
(within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”)), or a plan (within the meaning of Section
4975(e)(1) of the Internal Revenue Code of 1986 (“Code”)), which (in either
case) is subject to ERISA or Section 4975 of the Code (both a “Plan”), and (B)
is not directly or indirectly purchasing the Rule 144A Securities on behalf
of,
as investment manager of, as named fiduciary of, as trustee of, or with “plan
assets” of a Plan, or (2) the Buyer understands that registration of transfer of
any Rule 144A Securities to any Plan, or to any Person acting on behalf of
any
Plan, will not be made unless such Plan delivers an opinion of its counsel,
addressed and satisfactory to the Certificate Registrar, the Owner Trustee,
the
Master Servicer, the Seller, the Servicer and the Depositor, to the effect
that
the purchase and holding of the Rule 144A Securities by, on behalf of or
with
“plan assets” of any Plan is permissible under applicable law, would not
constitute or result in a prohibited transaction under ERISA or Section 4975
of
the Code, and would not subject the Depositor, the Owner Trustee, the Securities
Administrator, the Certificate Registrar, the Seller, the Servicer or the
Master
Servicer to any obligation or liability (including liabilities under ERISA
or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the
Depositor,
the Owner Trustee, the Securities Administrator, the
Certificate Registrar, the Seller, the Servicer or the Master
Servicer.
4. This
document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together,
shall
constitute one and the same document.
IN
WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
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__________________________________
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__________________________________
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Print
Name of Seller
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Print
Name of Buyer
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By:
_______________________________
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By:
_______________________________
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Name:
Title:
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Name:
Title:
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Taxpayer
Identification:
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Taxpayer
Identification:
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No.
_______________________________
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No.
_______________________________
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Date:
______________________________
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Date:
______________________________
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ANNEX
1 TO EXHIBIT C
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Buyers Other Than Registered Investment Companies]
The
undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is
attached:
1. As
indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the
Buyer.
2. In
connection with purchases by the Buyer, the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities
Act of 1933 (“Rule 144A”) because (i) the Buyer owned and/or invested on a
discretionary basis $______________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A) and (ii)
the
Buyer satisfies the criteria in the category marked below.
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Corporation,
etc. The Buyer is a
corporation (other than a bank, savings and loan association or similar
institution), Massachusetts or similar business trust, partnership,
or
charitable organization described in Section 501(c)(3) of the Internal
Revenue Code.
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Bank.
The Buyer (a) is a national bank or
banking institution organized under the laws of any State, territory
or
the District of Columbia, the business of which is substantially
confined
to banking and is supervised by the State or territorial banking
commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least $25,000,000
as
demonstrated in its latest annual financial statements, a copy of
which is
attached hereto.
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Savings
and Loan. The Buyer (a) is a
savings and loan association, building and loan association, cooperative
bank, homestead association or similar institution, which is supervised
and examined by a State or Federal authority having supervision over
any
such institutions or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements.
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Broker-Dealer.
The Buyer is a dealer
registered pursuant to Section 15 of the Securities Exchange Act
of
1934.
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_________________________
Buyer
must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.
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Insurance
Company. The Buyer is an
insurance company whose primary and predominant business activity
is the
writing of insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State or territory
or
the District of Columbia.
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State
or Local Plan. The Buyer is a plan
established and maintained by a State, its political subdivisions,
or any
agency or instrumentality of the State or its political subdivisions,
for
the benefit of its employees.
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ERISA
Plan. The Buyer is an employee
benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974.
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Investment
Adviser. The Buyer is an
investment adviser registered under the Investment Advisers Act of
1940.
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SBIC.
The Buyer is a Small Business
Investment Company licensed by the U.S. Small Business Administration
under Section 301(c) or (d) of the Small Business Investment Act
of
1958.
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Business
Development Company. The Buyer is
a business development company as defined in Section 202(a)(22) of
the
Investment Advisers Act of 1940.
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Trust
Fund. The Buyer is a trust fund whose
trustee is a bank or trust company and whose participants are exclusively
(a) plans established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its
political subdivisions, for the benefit of its employees, or (b)
employee
benefit plans within the meaning of Title I of the Employee Retirement
Income Security Act of 1974, but is not a trust fund that includes
as
participants individual retirement accounts or H.R. 10
plans.
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3. The
term “securities” as
used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities
that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer
is
a dealer, (iii) bank deposit Notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject
to
a repurchase agreement and (vii) currency, interest rate and commodity
swaps.
4. For
purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under
the
Buyer's direction. However, such securities were not included if the Buyer
is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer
is
not itself a reporting company under the Securities Exchange Act of
1934.
5. The
Buyer acknowledges that it is familiar with Rule 144A and understands
that the seller to it and other parties related to the Certificate are relying
and will continue to rely on the statements made herein because one or more
sales to the Buyer may be in reliance on Rule 144A.
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_____
Yes |
_____
No |
Will
the Buyer be purchasing the Rule 144A Securities only for the
Buyer's own account?
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6. If
the answer to the foregoing question is “no”, the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A,
the
Buyer will only purchase for the account of a third party that at the time
is a
“qualified institutional buyer” within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third
party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of “qualified
institutional buyer” set forth in Rule 144A.
7. The
Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice
is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such
purchase.
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Print
Name of Buyer
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By:
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Name:
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Title:
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Date:
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ANNEX
2 TO EXHIBIT C
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR
BUYERS THAT ARE REGISTERED INVESTMENT COMPANIES]
The
undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is
attached:
1. As
indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities
Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In
connection with purchases by Buyer, the Buyer is a “qualified
institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and
(ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year.
For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was
used.
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The
Buyer owned $ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal
year
(such amount being calculated in accordance with Rule
144A).
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The
Buyer is part of a Family of Investment Companies which owned
in the aggregate $ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal
year
(such amount being calculated in accordance with Rule
144A).
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3. The
term “Family of Investment
Companies” as used herein means two or more registered
investment companies (or series thereof) that have the same investment adviser
or investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority
owned subsidiary of the other).
4. The
term “securities” as
used herein does not include (i) securities of issuers that are affiliated
with
the Buyer or are part of the Buyer's Family of Investment Companies, (ii)
bank
deposit Notes and certificates of deposit, (iii) loan participations, (iv)
repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps.
5. The
Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue
to
rely on the statements made herein because one or more sales to the Buyer
will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for
the
Buyer's own account.
6. The
undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of
such
purchase.
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Print
Name of Buyer
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By:
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Name
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Title
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IF
AN ADVISER:
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Print
Name of Buyer
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Date:
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EXHIBIT
D
CERTIFICATE
OF NON-FOREIGN STATUS
This
Certificate of Non-Foreign Status (“certificate”) is delivered
pursuant to Section 3.04 of the Amended and Restated Trust Agreement, dated
as
of February [__], 2006 (the “Trust Agreement”), among Citigroup Mortgage Loan
Trust Inc., as Depositor, Wilmington Trust Company, as Owner Trustee, and
CitiMortgage, Inc. in its capacity as Securities Administrator and Citibank,
N.A. in its capacity as Certificate Registrar and Certificate Paying Agent,
in
connection with the acquisition of, transfer to or possession by the
undersigned, whether as beneficial owner for U.S. federal income tax purposes
(the “Beneficial Owner”), or nominee on behalf of the Beneficial Owner, of the
Trust Certificate, Series 2006-AR1 (the “Certificate”). Capitalized terms used
but not defined in this certificate have the respective meanings given them
in
the Trust Agreement.
Each
holder must complete Part I and Part II (if the holder is a
nominee), and in all cases sign and otherwise complete Part III.
In
addition, each holder shall submit with the certificate an IRS Form
W-9 relating to such holder.
To
confirm to the Trust that the provisions of Sections 871, 881 or 1446
of the Internal Revenue Code (relating to withholding tax on foreign partners)
do not apply in respect of the Certificate held by the undersigned, the
undersigned hereby certifies:
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Part
I.
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Complete
Either A or B
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A.
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Individual
as Beneficial Owner
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1.
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I
am (The Beneficial Owner is) not a non-resident alien for
purposes of U.S. federal income taxation;
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2.
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My
(The Beneficial Owner's) name and home address
are:
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___________________________
___________________________
___________________________;
and
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3.
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My
(The Beneficial Owner's) U.S. taxpayer identification number
(Social Security Number) is
__________________________.
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B.
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Corporate,
Partnership or Other Entity as Beneficial
Owner
|
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1.
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(Name
of the Beneficial Owner) is not a foreign corporation,
foreign partnership, foreign trust or foreign estate (as those terms
are
defined in the Code and Treasury
regulations;
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|
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2.
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The
Beneficial Owner's office address and place of incorporation
(if applicable) is
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______________________;
and
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3.
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The
Beneficial Owner's U.S. employer identification number is
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_______________________.
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Part
II.
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Nominees
|
If
the undersigned is the nominee for the Beneficial Owner, the
undersigned certifies that this certificate has been made in reliance upon
information contained in:
________
an IRS Form W-9
________
a form such as this or substantially similar
provided
to the undersigned by an appropriate person and (i) the
undersigned agrees to notify the Trust at least thirty (30) days prior to
the
date that the form relied upon becomes obsolete, and (ii) in connection with
a
change in Beneficial Owners, the undersigned agrees to submit a new Certificate
of Non-Foreign Status to the Trust promptly after such change.
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Part
III.
|
Declaration
|
The
undersigned, as the Beneficial Owner or a nominee thereof, agrees to
notify the Trust within sixty (60) days of the date that the Beneficial Owner
becomes a foreign person. The undersigned understands that this certificate
may
be disclosed to the Internal Revenue Service by the Trust, and any false
statement contained therein could be punishable by fines, imprisonment or
both.
Under
penalties of perjury, I declare that I have examined this
certificate and to the best of my knowledge and belief it is true, correct
and
complete and further declare that I will inform the Trust of any change in
the
information provided above, and, if applicable, I further declare that I
have
the authority* to sign this document.
____________________________
Name
____________________________
Title
(if applicable)
____________________________
Signature
and Date
*Note:
If signed pursuant to a power of attorney, the power of attorney
must accompany this certificate.
EXHIBIT
E
FORM
OF INVESTMENT LETTER [NON-RULE 144A]
[DATE]
Wilmington
Trust Company, as Owner Trustee
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▇▇▇▇▇▇▇▇▇▇,
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Citibank,
N.A.,
as
Certificate Registrar
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Attention:
Citibank Agency & Trust, CMLTI 2006- AR1
|
Re:
|
Citigroup
Mortgage Loan Trust 2006-AR1 Trust Certificate, Series
2006-AR1 (the “Certificate”)
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above-captioned Certificate, we
certify that (a) we understand that the Certificate are not being registered
under the Securities Act of 1933, as amended (the “Act”), or any state
securities laws and are being transferred to us in a transaction that is
exempt
from the registration requirements of the Act and any such laws, (b) we are
an
“accredited investor,” as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificate, (c)
we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificate and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificate, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended,
or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986,
as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring
the
Certificate for investment for our own account and not with a view to any
distribution of such Certificate (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificate in accordance with
clause
(g) below), (f) we have not offered or sold any Certificate to, or solicited
offers to buy any Certificate from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action
which
would result in a violation of Section 5 of the Act, and (g) we will not
sell,
transfer or otherwise dispose of any Certificate unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an Opinion of Counsel satisfactory
to
the addressees of this certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such
Certificate
has executed and delivered to you a certificate to
substantially the same effect as this certificate, and (3) the purchaser
or
transferee has otherwise complied with any conditions for transfer set forth
in
the Trust Agreement.
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Very
truly yours,
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[TRANSFEREE]
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By:
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Authorized
Officer
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EXHIBIT
F
TRANSFEROR
CERTIFICATE
Wilmington
Trust Company, as Owner Trustee
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▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Citibank,
N.A.,
as
Certificate Registrar
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇
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▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Citibank Agency & Trust, CMLTI 2006-AR1
|
Re:
|
Proposed
Transfer of Trust Certificate, Citigroup Mortgage Loan
Trust 2006-AR1
|
Ladies
and Gentlemen:
This
certification is being made by ____________________ (the
“Transferor”) in connection with the proposed Transfer to _____________________
(the “Transferee”) of a trust certificate (the “Trust Certificate”) representing
100% fractional undivided interest in Citigroup Mortgage Loan Trust 2006-AR1
(the “Trust”) created pursuant to a Trust Agreement, dated as of February [__],
2006 (such agreement, as amended by the Amended and Restated Trust Agreement
dated February [__], 2006, being referred to herein as the “Trust Agreement”)
among Citigroup Mortgage Loan Trust Inc., as Depositor, Wilmington Trust
Company, as Owner Trustee, CitiMortgage, Inc. in its capacity as Securities
Administrator, Citibank, N.A. in its capacity as certificate registrar and
certificate paying agent (the “Certificate Registrar”). Initially capitalized
terms used but not defined herein have the meanings assigned to them in the
Deposit Trust Agreement. The Transferor hereby certifies, represents and
warrants to, and covenants with, the Depositor, the Owner Trustee and the
Certificate Registrar that:
Neither
the Transferor nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Trust Certificate,
any
interest in any Trust Certificate or any other similar security to any person
in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Trust Certificate, any interest in any
Trust Certificate or any other similar security from any person in any manner,
(c) has otherwise approached or negotiated with respect to any Trust
Certificate, any interest in any Trust Certificate or any other similar security
with any person in any manner, (d) has made any general solicitation by means
of
general advertising or in any other manner, or (e) has taken any other action,
that (as to any of (a) through (e) above) would constitute a distribution
of the
Trust Certificate under the Securities Act of 1933 (the “Act”), that would
render the disposition of any Trust Certificate a violation of Section 5
of the
Act or any state securities law, or that would
require
registration or qualification pursuant thereto. The Transferor
will not act in any manner set forth in the foregoing sentence with respect
to
any Trust Certificate. The Transferor has not and will not sell or otherwise
transfer any of the Trust Certificate, except in compliance with the provisions
of the Trust Agreement.
|
Date:
__________________________
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__________________________
Name
of Transferor
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|
|
__________________________
Signature
|
|
|
__________________________
Name
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|
__________________________
Title
|
EXHIBIT
G
[DATE]
Wilmington
Trust Company, as Owner Trustee
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▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Citibank,
N.A.,
as
Certificate Registrar
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
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▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Citibank Agency & Trust, CMLTI 2006-AR1
|
Re:
|
Proposed
Transfer of Trust Certificate, Citigroup Mortgage Loan
Trust 2006-AR1 (the “Certificate”)
|
Ladies
and Gentlemen:
This
certification is being made by ____________________ (the
“Transferee”) in connection with the proposed Transfer by ____________________
(the “Transferor”) of a trust certificate (the “Trust Certificate”) representing
100% fractional undivided interest in Citigroup Mortgage Loan Trust 2006-AR1
(the “Trust”) created pursuant to a Trust Agreement, dated as of February [__],
2006 (such agreement, as amended by the Amended and Restated Trust Agreement
dated February [__], 2006, being referred to herein as the “Trust Agreement”)
among Citigroup Mortgage Loan Trust Inc., a Delaware corporation, as depositor
(the “Depositor”), Wilmington Trust Company, a Delaware banking corporation, as
owner trustee (the “Owner Trustee”), CitiMortgage, Inc., not individually but
acting solely as Securities Administrator (the “Securities Administrator”) and
Citibank, N.A., not in its individual capacity but acting solely as certificate
registrar (the “Certificate Registrar”) and as certificate paying agent (in such
capacity, the “Certificate Paying Agent”). Initially capitalized terms used but
not defined herein have the meanings assigned to them in the Trust Agreement.
The Transferor hereby certifies, represents and warrants to, and covenants
with,
the Company, the Owner Trustee and the Certificate Registrar that:
|
|
(i)
|
either
(a) or (b) is satisfied, as marked
below:
|
___ a. The
Transferor is not any employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or the Internal
Revenue Code of 1986 (the “Code”), a Person acting, directly or indirectly, on
behalf of any such plan or any Person acquiring such Certificate with “plan
assets” of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. §2510.3-101; or
___ b. The
Transferor is an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or the Internal
Revenue Code of 1986 (the “Code”), a Person acting, directly or indirectly, on
behalf of any such plan or any Person acquiring such Certificate with “plan
assets” of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. §2510.3-101 and will provide the Depositor, the Owner
Trustee, the Securities Administrator, the Certificate Registrar and the
Master
Servicer with an Opinion of Counsel, satisfactory to the Depositor, the Owner
Trustee, the Securities Administrator, the Certificate Registrar and the
Master
Servicer, to the effect that the purchase and holding of a Certificate by
or on
behalf of the Transferor is permissible under applicable law, will not
constitute or result in a prohibited transaction under Section 406 of ERISA
or
Section 4975 of the Code (or comparable provisions of any subsequent enactments)
and will not subject the Depositor, the Owner Trustee, the Securities
Administrator, the Certificate Registrar, the Seller, the Servicer or the
Master
Servicer to any obligation or liability (including liabilities under ERISA
or
Section 4975 of the Code) in addition to those undertaken in the Trust
Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
the Owner Trustee, the Securities Administrator, the Certificate Registrar,
the
Seller, the Servicer or the Master Servicer; and
(ii) the
Transferor is familiar with the prohibited transaction restrictions
and fiduciary responsibility requirements of Sections 406 and 407 of ERISA
and
Section 4975 of the Code and understands that each of the parties to which
this
certification is made is relying and will continue to rely on the statements
made in this paragraph.
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Very
truly yours,
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|
By:
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|
Name:
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|
Title:
|
|
EXHIBIT
H
FORM
OF TRANSFEREE CERTIFICATE
Wilmington
Trust Company, as Owner Trustee
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▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Citibank,
N.A.,
as
Certificate Registrar
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▇▇▇▇
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Attention:
Citibank Agency & Trust, CMLTI 2006-AR1
U.S.
Bank National Association, as Indenture Trustee
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
Re:
|
Proposed
Transfer of Trust Certificate, Citigroup Mortgage Loan
Trust 2006-AR1 (the “Certificate”)
|
Ladies
and Gentlemen:
This
certification is being made by ______________ (the “Transferee”) in
connection with the proposed Transfer by ___________ of Certificate representing
__% fractional undivided interest in Citigroup Mortgage Loan Trust 2006-AR1
created pursuant to a Trust Agreement, dated as of February [__], 2006 (such
agreement, as amended by the Amended and Restated Trust, Agreement dated
February [__], 2006, being referred to herein as the “Trust Agreement”) among
Citigroup Mortgage Loan Trust Inc., as depositor, Wilmington Trust Company,
as
owner trustee (the “Owner Trustee”), CitiMortgage, Inc., solely in its capacity
as securities administrator (the “Securities Administrator”) and Citibank, N.A.,
solely is its capacity as certificate registrar (the “Certificate Registrar”)
and certificate paying agent (the “Certificate Paying Agent”). Initially
capitalized terms used but not defined herein have the meanings assigned
to them
in the Trust Agreement. The Transferee hereby certifies, represents and warrants
to, and covenants with, the Securities Administrator, the Owner Trustee,
the
Indenture Trustee and the Certificate Registrar that:
Following
the transfer, the transferee will own both the Trust
Certificate and a 100% Percentage Interest in each Class of Privately Offered
Notes then Outstanding.
|
Date:
__________________________
|
__________________________
Name
of Transferee
|
|
|
__________________________
Signature
|
|
|
__________________________
Name
|
|
|
__________________________
Title
|
EXHIBIT
I
FORM
OF TRANSFEROR CERTIFICATE
Wilmington
Trust Company, as Owner Trustee
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Citibank,
N.A.,
as
Certificate Registrar
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Citibank Agency & Trust, CMLTI 2006-AR1
U.S.
Bank National Association, as Indenture Trustee
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
Re:
|
Proposed
Transfer of Trust Certificate, Citigroup Mortgage Loan
Trust 2006-AR1 (the “Certificate”)
|
Ladies
and Gentlemen:
This
certification is being made by ___________ (the “Transferor”) in
connection with the proposed pledge or transfer to __________ of Certificate
representing __% fractional undivided interest in Citigroup Mortgage Loan
Trust
2006-AR1 created pursuant to a Trust Agreement, dated as of February [__],
2006
(such agreement, as amended by the Amended and Restated Trust Agreement,
dated
February [__], 2006, being referred to herein as the “Trust Agreement”) among
Citigroup Mortgage Loan Trust Inc., as depositor, Wilmington Trust Company,
as
owner trustee (the “Owner Trustee”), CitiMortgage, Inc., solely in its capacity
as securities administrator (the “Securities Administrator”) and Citibank, N.A.
solely is it capacity as certificate registrar (the “Certificate Registrar”) and
certificate paying agent (the “Certificate Paying Agent”). Initially capitalized
terms used but not defined herein have the meanings assigned to them in the
Trust Agreement. The Transferor hereby certifies, represents and warrants
to,
and covenants with, the Securities Administrator, the Owner Trustee, the
Indenture Trustee and the Certificate Registrar that:
(a)
The Certificate is being pledged by the Transferor to secure
indebtedness of [___________] or is the subject of a loan agreement or
repurchase agreement treated as secured indebtedness of [___________] for
federal income tax purposes as permitted under the Trust Agreement;
or
(b)
[_________] has [pledged the Certificate to secure indebtedness owed
to [________]] [has transferred the Certificate pursuant to a repurchase
agreement to [________]] and a default has occurred under the terms of such
[indebtedness] [repurchase agreement]. Accordingly,
[_____],
as [secured lender] [repurchase agreement counterparty] hereby
directs that steps be taken to complete a REMIC Conversion.
|
Date:
__________________________
|
__________________________
Name
of Transferor
|
|
|
__________________________
Signature
|
|
|
__________________________
Name
|
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|
__________________________
Title
|
EXHIBIT
J
FORM
OF POOLING AND SERVICING AGREEMENT
[PROVIDED
UPON REQUEST]
EXHIBIT
K
FORM
OF INDENTURE
[PROVIDED
UPON REQUEST]