CITIGROUP MORTGAGE LOAN TRUST INC.
Depositor
CITIMORTGAGE, INC.
Master Servicer and Trust Administrator
CITIBANK, N.A.
Paying Agent, Certificate Registrar and Authenticating Agent
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
-----------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2005
-----------------------------------------
Mortgage Pass-Through Certificates
Series 2005-1
TABLE OF CONTENTS
-----------------
SECTION PAGE
------- ----
ARTICLE I DEFINITIONS 5
SECTION 1.01 Defined Terms.............................................................................5
SECTION 1.02 Allocation of Certain Interest Shortfalls................................................67
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 67
SECTION 2.01 Conveyance of Mortgage Loans.............................................................67
SECTION 2.02 Acceptance of the Trust Fund by the Trustee..............................................71
SECTION 2.03 Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor..............72
SECTION 2.04 Reserved.................................................................................75
SECTION 2.05 Representations, Warranties and Covenants of the Master Servicer.........................75
SECTION 2.06 Issuance of the Certificates.............................................................77
SECTION 2.07 Conveyance of the REMIC Regular Interests; Acceptance of the Trust REMICs by the
Trustee..................................................................................77
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS 78
SECTION 3.01 Master Servicer to Act as Master Servicer................................................78
SECTION 3.02 Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers...................80
SECTION 3.03 Successor Sub-Servicers..................................................................81
SECTION 3.04 Liability of the Master Servicer.........................................................82
SECTION 3.05 No Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator
or Certificateholders....................................................................82
SECTION 3.06 Assumption or Termination of Sub-Servicing Agreements by Trustee.........................82
SECTION 3.07 Collection of Certain Mortgage Loan Payments.............................................83
SECTION 3.08 Sub-Servicing Accounts...................................................................83
SECTION 3.09 Collection of Taxes, Assessments and Similar Items; Servicing Accounts...................84
SECTION 3.10 Collection Account and Distribution Account..............................................85
SECTION 3.11 Withdrawals from the Collection Account and Distribution Account.........................87
SECTION 3.12 Investment of Funds in the Collection Account and the Distribution Account...............89
SECTION 3.13 Maintenance of the Primary Mortgage Insurance Policies; Collections Thereunder...........90
SECTION 3.14 Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage...........91
SECTION 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements................................93
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SECTION 3.16 Realization Upon Defaulted Mortgage Loans................................................94
SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files..........................................95
SECTION 3.18 Servicing Compensation...................................................................97
SECTION 3.19 Reports to the Trust Administrator; Collection Account Statements........................97
SECTION 3.20 Statement as to Compliance...............................................................98
SECTION 3.21 Independent Public Accountants' Servicing Report.........................................98
SECTION 3.22 Access to Certain Documentation..........................................................99
SECTION 3.23 Title, Management and Disposition of REO Property........................................99
SECTION 3.24 Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls.........102
SECTION 3.25 Obligations of the Master Servicer in Respect of Monthly Payments.......................102
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS 103
SECTION 4.01 Distributions..........................................................................103
SECTION 4.02 Statements to Certificateholders........................................................109
SECTION 4.03 Remittance Reports; P&I Advances........................................................112
SECTION 4.04 Allocation of Extraordinary Trust Fund Expenses and Realized Losses.....................114
SECTION 4.05 Compliance with Withholding Requirements................................................117
SECTION 4.06 Commission Reporting....................................................................117
SECTION 4.07 Distributions and Allocations of Realized Losses on the REMIC II-A Regular
Interests and the REMIC III-A Regular Interests.........................................118
ARTICLE V THE CERTIFICATES 119
SECTION 5.01 The Certificates........................................................................119
SECTION 5.02 Registration of Transfer and Exchange of Certificates...................................121
SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.......................................126
SECTION 5.04 Persons Deemed Owners...................................................................126
SECTION 5.05 Certain Available Information...........................................................127
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER 127
SECTION 6.01 Liability of the Depositor and the Master Servicer......................................127
SECTION 6.02 Merger or Consolidation of the Depositor or the Master Servicer.........................127
SECTION 6.03 Limitation on Liability of the Depositor, the Master Servicer and Others................128
SECTION 6.04 Limitation on Resignation of the Master Servicer........................................129
SECTION 6.05 Rights of the Depositor in Respect of the Master Servicer...............................129
ARTICLE VII DEFAULT 130
SECTION 7.01 Master Servicer Events of Default.......................................................130
SECTION 7.02 Trustee to Act; Appointment of Successor................................................132
SECTION 7.03 Notification to Certificateholders......................................................133
SECTION 7.04 Waiver of Master Servicer Events of Default.............................................134
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ARTICLE VIII CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT
SECTION 8.01 Duties of Trustee, Trust Administrator and Others.......................................134
SECTION 8.02 Certain Matters Affecting the Trustee, the Trust Administrator and Others...............136
SECTION 8.03 Trustee, Trust Administrator and Others not Liable for Certificates or Mortgage
Loans...................................................................................138
SECTION 8.04 Trustee, Trust Administrator and Others May Own Certificates............................139
SECTION 8.05 Trustee's, Trust Administrator's, Paying Agent's, Authenticating Agent's,
Certificate Registrar's and Custodians' Fees and Expenses...............................139
SECTION 8.06 Eligibility Requirements for Trustee and Trust Administrator............................140
SECTION 8.07 Resignation and Removal of the Trustee and the Trust Administrator......................140
SECTION 8.08 Successor Trustee or Trust Administrator................................................142
SECTION 8.09 Merger or Consolidation of Trustee or Trust Administrator...............................142
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee...........................................142
SECTION 8.11 [intentionally omitted].................................................................143
SECTION 8.12 Appointment of Office or Agency.........................................................143
SECTION 8.13 Representations and Warranties..........................................................144
SECTION 8.14 Appointment and Removal of Paying Agent, Authenticating Agent and Certificate
Registrar...............................................................................145
SECTION 8.15 No Trustee Liability for Actions or Inactions of Custodians.............................148
ARTICLE IX TERMINATION 148
SECTION 9.01 Termination Upon Repurchase or Liquidation of the Mortgage Loans........................148
SECTION 9.02 Additional Termination Requirements.....................................................151
ARTICLE X REMIC PROVISIONS 152
SECTION 10.01 REMIC Administration....................................................................152
SECTION 10.02 Prohibited Transactions and Activities..................................................156
SECTION 10.03 Master Servicer and Trust Administrator Indemnification.................................156
ARTICLE XI MISCELLANEOUS PROVISIONS 156
SECTION 11.01 Amendment...............................................................................156
SECTION 11.02 Recordation of Agreement; Counterparts..................................................158
SECTION 11.03 Limitation on Rights of Certificateholders..............................................158
SECTION 11.04 Governing Law...........................................................................159
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SECTION 11.05 Notices.................................................................................159
SECTION 11.06 Severability of Provisions..............................................................160
SECTION 11.07 Notice to Rating Agencies...............................................................160
SECTION 11.08 Article and Section References..........................................................161
SECTION 11.09 Grant of Security Interest..............................................................161
EXHIBITS
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Exhibit A-1 Form of Class I-A1A Certificate
Exhibit A-2 Form of Class I-A1B Certificate
Exhibit A-3 Form of Class I-B1 Certificate
Exhibit A-4 Form of Class I-B2 Certificate
Exhibit A-5 Form of Class I-B3 Certificate
Exhibit A-6 Form of Class I-B4 Certificate
Exhibit A-7 Form of Class I-B5 Certificate
Exhibit A-8 Form of Class I-B6 Certificate
Exhibit A-9 Form of Class I-R Certificate
Exhibit A-10 Form of Class II-A1A Certificate
Exhibit A-11 Form of Class II-A1B Certificate
Exhibit A-12 Form of Class II-A2A Certificate
Exhibit A-13 Form of Class II-A2B Certificate
Exhibit A-14 Form of Class II-B1 Certificate
Exhibit A-15 Form of Class II-B2 Certificate
Exhibit A-16 Form of Class II-B3 Certificate
Exhibit A-17 Form of Class II-B4 Certificate
Exhibit A-18 Form of Class II-B5 Certificate
Exhibit A-19 Form of Class II-B6 Certificate
Exhibit A-20 Form of Class II-R Certificate
Exhibit A-21 Form of Class III-A1 Certificate
Exhibit A-22 Form of Class III-A2 Certificate
Exhibit A-23 Form of Class III-XS Certificate
Exhibit A-24 Form of Class III-PO Certificate
Exhibit A-25 Form of Class III-B1 Certificate
Exhibit A-26 Form of Class III-B2 Certificate
Exhibit A-27 Form of Class III-R Certificate
Exhibit B [Reserved]
Exhibit C [Reserved]
Exhibit D Form of Mortgage Loan Purchase Agreement
Exhibit E Request for Release
Exhibit F-1 Form of Transferor Representation Letter and Form of
Transferee Representation Letter in Connection with Transfer
of the Private Certificates Pursuant to Rule 144A Under the
1933 Act
Exhibit F-2 Form of Transfer Affidavit and Agreement and Form of
Transferor Affidavit in Connection with Transfer of Residual
Certificates
Exhibit G Form of Certification with respect to ERISA and the Code
Exhibit H Form of Master Servicer Certification
Schedule 1 Mortgage Loan Schedule
iv
This Pooling and Servicing Agreement, is dated and effective
as of March 1, 2005, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor,
CITIMORTGAGE, INC., as Master Servicer and Trust Administrator, CITIBANK, N.A.
as Paying Agent, Certificate Registrar and Authenticating Agent and U.S. BANK
NATIONAL ASSOCIATION, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates to be issued
hereunder in multiple classes, which in the aggregate will evidence the entire
beneficial ownership interest in each REMIC (as defined herein) created
hereunder. The Trust Fund will consist of a segregated pool of assets comprised
of the Mortgage Loans and certain other related assets subject to this
Agreement.
REMIC I
-------
As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the Group I Mortgage Loans and certain
other related assets subject to this Agreement as a REMIC (as defined herein)
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC I". The Class I-R Certificates will be the sole class of
"residual interests" in REMIC I for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the
Pass-Through Rate, the Initial Certificate Principal Balance and, for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest
possible maturity date" for each of the Classes of Certificates that evidence
"regular interests" or "residual interests" in REMIC I.
Latest
Initial Certificate Possible Maturity
Designation Pass-Through Rate Principal Balance Date(1)
----------- ----------------- ----------------- -----------------
Class I-A1A (2) $ 74,845,000.00 November 2034
Class I-A1B (2) $ 6,340,000.00 November 2034
Class I-B1 (2) $ 3,082,000.00 November 2034
Class I-B2 (2) $ 1,145,000.00 November 2034
Class I-B3 (2) $ 792,000.00 November 2034
Class I-B4 (2) $ 793,000.00 November 2034
Class I-B5 (2) $ 616,000.00 November 2034
Class I-B6 (2) $ 440,875.71 November 2034
Class I-R (2) $ 100.00 November 2034
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Group I
Mortgage Loan with the latest maturity date has been designated as the "latest
possible maturity date" for each Class of Certificates.
(2) Calculated in accordance with the definition of "Pass-Through Rate" herein.
REMIC II-A
----------
As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the Group II Mortgage Loans and certain
other related assets subject to this Agreement as a REMIC (as defined herein)
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II-A". The Class R-IIA Residual Interest will be the sole
class of "residual interests" in REMIC II-A for purposes of the REMIC Provisions
(as defined herein). The following table irrevocably sets forth the designation,
the REMIC II-A Remittance Rate, the initial Uncertificated Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each of the REMIC II-A Regular Interests (as
defined herein). None of the REMIC II-A Regular Interests will be certificated.
REMIC II-A Initial Uncertificated Latest Possible
Designation Remittance Rate Balance Maturity Date(1)
----------- --------------- ---------------------- ----------------
LT-1A (2) $ 513.37 February 2035
LT-1B (2) $ 9,778.57 February 2035
LT-2A (2) $ 389.41 February 2035
LT-2B (2) $ 7,416.61 February 2035
LT-ZZZ (2) $ 171,933,545.61 February 2035
LT-R (2) $ 100.00 February 2035
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Group II
Mortgage Loan with the latest maturity date has been designated as the "latest
possible maturity date" for each REMIC II-A Regular Interest.
(2) Calculated in accordance with the definition of "REMIC II-A Remittance Rate"
herein..
REMIC II-B
----------
As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the REMIC II-A Regular Interests subject
to this Agreement as a REMIC (as defined herein) for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC II-B".
The Class R-IIB Residual Interest will be the sole class of "residual interests"
in REMIC II-B for purposes of the REMIC Provisions (as defined herein). The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Initial Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" for each of the Classes of Certificates that evidence "regular interests"
or "residual interests" in REMIC II-B.
2
Pass-Through Initial Aggregate Latest Possible
Designation Rate(2) Certificate Balance Maturity Date(1)
----------- ------------ ------------------- ----------------
Class II-A1A Variable $ 88,007,000.00 February 2035
Class II-A1B Variable $ 4,645,000.00 February 2035
Class II-A2A Variable $ 66,749,000.00 February 2035
Class II-A2B Variable $ 3,523,000.00 February 2035
Class II-B1 Variable $ 3,697,000.00 February 2035
Class II-B2 Variable $ 1,805,000.00 February 2035
Class II-B3 Variable $ 1,204,000.00 February 2035
Class II-B4 Variable $ 946,000.00 February 2035
Class II-B5 Variable $ 859,000.00 February 2035
Class II-B6 Variable $ 516,643.56 February 2035
Class II-R Variable $ 100.00 February 2035
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Group II
Mortgage Loan with the latest maturity date has been designated as the "latest
possible maturity date" for each Class of Certificates.
(2) Calculated in accordance with the definition of "Pass-Through Rate" herein.
REMIC III-A
-----------
As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the Group III Mortgage Loans and certain
other related assets subject to this Agreement as a REMIC (as defined herein)
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III-A". The Class R-IIIA Residual Interest will be the sole
class of "residual interests" in REMIC III-A for purposes of the REMIC
Provisions (as defined herein). The following table irrevocably sets forth the
designation, the REMIC III-A Remittance Rate, the initial Uncertificated Balance
and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
the "latest possible maturity date" for each of the REMIC III-A Regular
Interests (as defined herein). None of the REMIC III-A Regular Interests will be
certificated.
3
REMIC III-A Initial Uncertificated Latest Possible
Designation Remittance Rate Balance Maturity Date(1)
----------- --------------- ---------------------- ----------------
LT-1SUB 6.50% $ 123.82 August 2032
LT-1ZZZ 6.50% $ 70,011,941.01 August 2032
LT-2SUB 7.50% $ 31.96 August 2032
LT-2ZZZ 7.50% $ 18,249,606.66 August 2032
LT-IO (2) (3) August 2032
LT-PO 0.00% $ 707,943.00 August 2032
LT-R 6.50% $ 100.00 August 2032
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Group III
Mortgage Loan with the latest maturity date has been designated as the "latest
possible maturity date" for each REMIC III-A Regular Interest.
(2) Calculated in accordance with the definition of "REMIC III-A Remittance
Rate" herein.
(3) REMIC III-A Regular Interest LT-IO will not have an Uncertificated Balance,
but will be entitled to distributions of interest on its Uncertificated Notional
Amount, as defined herein.
REMIC III-B
-----------
As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the REMIC III-A Regular Interests
subject to this Agreement as a REMIC (as defined herein) for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC
III-B". The Class R-IIIB Residual Interest will be the sole class of "residual
interests" in REMIC III-B for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the
Pass-Through Rate, the Initial Certificate Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the Classes of Certificates that evidence "regular
interests" or "residual interests" in REMIC III-B.
4
Pass-Through Initial Aggregate Latest Possible
Designation Rate Certificate Balance Maturity Date(1)
----------- ------------ ------------------- ----------------
Class III-A1 6.50% $ 68,774,000.00 August 2032
Class III-A2 7.50% $ 17,930,000.00 August 2032
Class III-PO (3) $ 707,944.00 August 2032
Class III-XS (2) (4) August 2032
Class III-B1 Variable (2) $ 445,000.00 August 2032
Class III-B2 Variable (2) $ 1,112,703.45 August 2032
Class III-R 6.50% $ 100.00 August 2032
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Group III
Mortgage Loan with the latest maturity date has been designated as the "latest
possible maturity date" for each Class of Certificates.
(2) Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3) The Class III-PO Certificates are principal only certificates and will not
have a pass-through rate or accrue interest.
(4) Initial Notional Amount. The Class III-XS Certificates are interest only
certificates and will not have certificate principal balances.
As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $88,053,975.71. As of the Cut-off
Date, the Group II-1 Mortgage Loans had an aggregate Scheduled Principal Balance
equal to $97,785,693.02. As of the Cut-off Date, the Group II-2 Mortgage Loans
had an aggregate Scheduled Principal Balance equal to $74,166,050.54. As of the
Cut-off Date, the Group III Mortgage Loans had an aggregate Scheduled Principal
Balance equal to $88,969,746.45.
In consideration of the mutual agreements herein contained,
the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent,
the Authenticating Agent, the Certificate Registrar and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms.
Whenever used in this Agreement, including, without
limitation, in the Preliminary Statement hereto, the following words and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all
5
calculations described herein shall be made on the basis of a 360-day year
consisting of twelve 30-day months.
"Adjustable-Rate Mortgage Loan": Each Group I Mortgage Loan
and each Group II Mortgage Loan.
"Adjusted Rate Cap": With respect to the Group I Certificates
and any Distribution Date, the excess, if any, of the Pass-Through Rate for such
Certificates for such Distribution Date over a fraction expressed as a
percentage, the numerator of which is equal to (x) 12 times the amount of the
Net Deferred Interest for that Distribution Date, and the denominator of which
is the aggregate principal balance of the Group I Mortgage Loans (prior to
taking into account scheduled payments due during the related Due Period and
unscheduled collections during the related Prepayment Period).
"Adjustment Amount": With respect to each Collateral Pool and
each anniversary of the Cut-off Date, an amount equal to the greatest of (i)
1.00% multiplied by the aggregate outstanding principal balance of the related
Mortgage Loans, (ii) the aggregate outstanding principal balance of the related
Mortgage Loans secured by Mortgaged Properties located in the California postal
zip code area in which the highest percentage of related Mortgage Loans based on
outstanding principal balance are located and (iii) two times the outstanding
principal balance of the related Mortgage Loan having the largest outstanding
principal balance, in each case as of such anniversary of the Cut-off Date.
"Adjustment Date": With respect to each Adjustable-Rate
Mortgage Loan, the first day of the month in which the Mortgage Rate of a
Mortgage Loan changes pursuant to the related Mortgage Note. The first
Adjustment Date following the Cut-off Date as to each Mortgage Loan is set forth
in the Mortgage Loan Schedule.
"Administration Fee": With respect to each Mortgage Loan and
for any calendar month, an amount equal to one month's interest (or in the event
of any payment of interest which accompanies a Principal Prepayment in full made
by the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the applicable Administration Fee Rate
on the same principal amount on which interest on such Mortgage Loan accrues for
such calendar month.
"Administration Fee Rate": With respect to the Group I
Mortgage Loans and the Group II Mortgage Loans, 0.0200% per annum. With respect
to the Group III Mortgage Loans, 0.0025% per annum.
"Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
6
"Aggregate Senior Percentage": With respect to any
Distribution Date and the Group I Senior Certificates, the lesser of (a) 100%
and (b) a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Group I Senior Certificates for
such Distribution Date and the denominator of which is the sum of (i) the
aggregate Scheduled Principal Balance of the Group I Mortgage Loans, plus (ii)
the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I,
in each case before reduction for any Realized Losses on such Distribution Date.
With respect to any Distribution Date and the Group II Senior Certificates, the
lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator
of which is the aggregate Certificate Principal Balance of the Group II Senior
Certificates for such Distribution Date and the denominator of which is the sum
of (i) the aggregate Scheduled Principal Balance of the Group II Mortgage Loans,
plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in
Loan Group II, in each case before reduction for any Realized Losses on such
Distribution Date. With respect to any Distribution Date and the Group III
Senior Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate Principal
Balance of the Group III Senior Certificates for such Distribution Date and the
denominator of which is the sum of (i) the aggregate Scheduled Principal Balance
of the Group III Mortgage Loans, plus (ii) the aggregate Scheduled Principal
Balance of the REO Properties in Loan Group III, in each case before reduction
for any Realized Losses on such Distribution Date.
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
"Applicable Fraction": For each Group III Mortgage Loan that
does not have Mortgage Loan Components, 100%. For each Group III Mortgage Loan
that has Mortgage Loan Components is as follows: (i) for each Group III Mortgage
Loan with an Expense Adjusted Mortgage Rate greater than 6.500% per annum and
less than 7.500% per annum and Subgroup III-A1, a fraction the numerator of
which is (x) 7.500% less the applicable Expense Adjusted Mortgage Rate on such
Mortgage Loan and the denominator of which is (y) 1.000%; and (ii) for each
Group III Mortgage Loan with an Expense Adjusted Mortgage Rate greater than
6.500% per annum and less than 7.500% per annum and Subgroup III-A2, 100.00%
less a fraction the numerator of which is (x) 7.500% less the applicable Expense
Adjusted Mortgage Rate on such Mortgage Loan and the denominator of which is (y)
1.000%.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage.
"Available Distribution Amount": The sum of the Group I
Available Distribution Amount, the Group II-1 Available Distribution Amount, the
Group II-2 Available Distribution Amount, the Subgroup III-A1 Available
Distribution Amount and the Subgroup III-A2 Available Distribution Amount. With
respect to a Loan Group or Subgroup, the Group I Available Distribution Amount,
the Group II-1 Available Distribution Amount, the Group II-2 Available
Distribution Amount, the Subgroup III-A1 Available Distribution Amount or the
Subgroup III-A2 Available Distribution Amount, as applicable.
7
"Authenticating Agent": Citibank, or its successor in
interest, or any successor authenticating agent appointed as herein provided.
"Bankruptcy Amount": As of any date of determination, with
respect to any Collateral Pool, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
the related Subordinate Certificates in accordance with Section 4.04.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.
"Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee. Initially, the Book-Entry Certificates
will be the Senior Certificates, the Class I-B1 Certificates, the Class I-B2
Certificates, the Class I-B3 Certificates, the Class II-B1 Certificates, the
Class II-B2 Certificates, the Class II-B3 Certificates and the Class III-B1
Certificates.
"Book-Entry Custodian": The custodian appointed pursuant to
Section 5.01.
"Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings and loan institutions in the State of New York,
the State of California, the State of Iowa, the State of Maryland, the State of
Mississippi, the State of Missouri, the Commonwealth of Pennsylvania, the State
of Texas or in the city in which the Corporate Trust Office of the Trustee or
the Corporate Trust Office of the Paying Agent is located are authorized or
obligated by law or executive order to be closed.
"Cash-out Refinancing": A Refinanced Mortgage Loan the
proceeds of which were in excess of the principal balance of any existing first
mortgage on the related Mortgaged Property and related closing costs, and were
used to pay any such existing first mortgage, related closing costs and
subordinate mortgages on the related Mortgaged Property.
"Certificate": Any one of the Citigroup Mortgage Loan Trust
Inc., Mortgage Pass-Through Certificates, Series 2005-1, issued under this
Agreement.
"Certificate Factor": With respect to any Class of
Certificates (other than the Class III-XS Certificates) as of any Distribution
Date, a fraction, expressed as a decimal carried to six places, the numerator of
which is the aggregate Certificate Principal Balance of such Class of
Certificates on such Distribution Date (after giving effect to any distributions
of principal and allocations of Realized Losses and Extraordinary Trust Fund
Expenses in reduction of the Certificate Principal Balance of such Class of
Certificates to be made on such Distribution Date), and the denominator of which
is the initial aggregate Certificate Principal Balance of such Class of
Certificates as of the Closing Date. With respect to the Class III-XS
Certificates as of any Distribution Date, a fraction, expressed as a decimal
carried to six places, the numerator of which is the aggregate Scheduled
Principal Balance of the Group III Mortgage Loans, and the
8
denominator of which is the aggregate Scheduled Principal Balance of the Group
III Mortgage Loans as of the Cut-off Date.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor or the Master Servicer or any Affiliate thereof shall be
deemed not to be outstanding and the Voting Rights to which it is entitled shall
not be taken into account in determining whether the requisite percentage of
Voting Rights necessary to effect any such consent has been obtained, except as
otherwise provided in Section 11.01. The Trustee and the Trust Administrator may
conclusively rely upon a certificate of the Depositor or the Master Servicer in
determining whether a Certificate is held by an Affiliate thereof. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee and the Trust Administrator shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
"Certificate Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate as reflected on the
books of the Depository or on the books of a Depository Participant or on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent.
"Certificate Principal Balance": With respect to any
Certificate (other than the Class III-XS Certificates) as of any date of
determination, the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.01, reduced by the aggregate of (a) all
distributions of principal made thereon on such immediately prior Distribution
Date and (b) without duplication of amounts described in clause (a) above,
reductions in the Certificate Principal Balance thereof in connection with
allocations thereto of Realized Losses on the Mortgage Loans and Extraordinary
Trust Fund Expenses on such immediately prior Distribution Date (or, in the case
of any date of determination up to and including the initial Distribution Date,
the initial Certificate Principal Balance of such Certificate, as stated on the
face thereof), and increased by (c) the amount of Net Deferred Interest
allocable to such Certificate. The Certificate Principal Balance of any Class of
Certificates as of any date of determination is equal to the aggregate of the
Certificate Principal Balances of the Certificates of such Class.
Notwithstanding any of the foregoing, the Certificate Principal Balance of a
Subordinate Certificate of the Class of Subordinate Certificates outstanding
with the highest numerical designation at any given time shall not be greater
than the Percentage Interest evidenced by such Certificate multiplied by the
excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans in the related Collateral Pool over (B) the then aggregate
Certificate Principal Balances of all other Classes of Certificates relating to
that Collateral Pool then outstanding.
"Certificate Register": The register maintained pursuant to
Section 5.02.
9
"Certificate Registrar": Citibank, or its successor in
interest, or any successor certificate registrar appointed as herein provided.
"Citibank": Citibank, N.A.
"CitiMortgage": CitiMortgage, Inc. in its capacity as an
Initial Sub-Servicer with respect to the CitiMortgage Mortgage Loans.
"CitiMortgage Mortgage Loans": The Mortgage Loans with respect
to which CitiMortgage is the applicable Initial Sub-Servicer.
"Class": Collectively, all of the Certificates bearing the
same class designation.
"Class I-A1A Certificate": Any one of the Class I-A1A
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1
and evidencing a Regular Interest in REMIC I for purposes of the REMIC
Provisions.
"Class I-A1B Certificate": Any one of the Class I-A1B
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC I for purposes of the REMIC
Provisions.
"Class I-B1 Certificate": Any one of the Class I-B1
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-3
and evidencing a Regular Interest in REMIC I for purposes of the REMIC
Provisions.
"Class I-B1 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class I-B1
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class I-B1 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group I Subordinate Certificates immediately
prior to such date.
"Class I-B2 Certificate": Any one of the Class I-B2
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4
and evidencing a Regular Interest in REMIC I for purposes of the REMIC
Provisions.
"Class I-B2 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class I-B2
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class I-B2 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group I Subordinate Certificates immediately
prior to such date.
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"Class I-B3 Certificate": Any one of the Class I-B3
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-5
and evidencing a Regular Interest in REMIC I for purposes of the REMIC
Provisions.
"Class I-B3 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class I-B3
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class I-B3 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group I Subordinate Certificates immediately
prior to such date.
"Class I-B4 Certificate": Any one of the Class I-B4
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-6
and evidencing a Regular Interest in REMIC I for purposes of the REMIC
Provisions.
"Class I-B4 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class I-B4
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class I-B4 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group I Subordinate Certificates immediately
prior to such date.
"Class I-B5 Certificate": Any one of the Class I-B5
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-7
and evidencing a Regular Interest in REMIC I for purposes of the REMIC
Provisions.
"Class I-B5 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class I-B5
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class I-B5 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the
Scheduled Principal Balance of the Group I Subordinate Certificates immediately
prior to such date.
"Class I-B6 Certificate": Any one of the Class I-B6
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-8
and evidencing a Regular Interest in REMIC I for purposes of the REMIC
Provisions.
"Class I-B6 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class I-B6
Certificates immediately prior to such date over
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the aggregate amount, if any, payable to the Holders of the Class I-B6
Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator
of which is the aggregate of the Scheduled Principal Balance of the Group I
Subordinate Certificates immediately prior to such date.
"Class I-R Certificate": Any one of the Class I-R Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-9
and evidencing the Residual Interest in REMIC I.
"Class II-A1A Certificate": Any one of the Class II-A1A
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-10
and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
"Class II-A1B Certificate": Any one of the Class II-A1B
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-11
and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
"Class II-A2A Certificate": Any one of the Class II-A2A
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-12
and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
"Class II-A2B Certificate": Any one of the Class II-A2B
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-13
and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
"Class II-B1 Certificate": Any one of the Class II-B1
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-14
and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
"Class II-B1 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class
II-B1 Certificates immediately prior to such date over the aggregate amount, if
any, payable to the Holders of the Class II-B1 Certificates on such date
pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate
of the Scheduled Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
"Class II-B2 Certificate": Any one of the Class II-B2
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-15
and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
12
"Class II-B2 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class
II-B2 Certificates immediately prior to such date over the aggregate amount, if
any, payable to the Holders of the Class II-B2 Certificates on such date
pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate
of the Scheduled Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
"Class II-B3 Certificate": Any one of the Class II-B3
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-16
and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
"Class II-B3 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class
II-B3 Certificates immediately prior to such date over the aggregate amount, if
any, payable to the Holders of the Class II-B3 Certificates on such date
pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate
of the Scheduled Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
"Class II-B4 Certificate": Any one of the Class II-B4
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-17
and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
"Class II-B4 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class
II-B4 Certificates immediately prior to such date over the aggregate amount, if
any, payable to the Holders of the Class II-B4 Certificates on such date
pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate
of the Scheduled Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
"Class II-B5 Certificate": Any one of the Class II-B5
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-18
and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
"Class II-B5 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class
II-B5 Certificates immediately prior to such date over the aggregate amount, if
any, payable to the Holders of the Class II-B5 Certificates on such date
pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate
of the Scheduled Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
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"Class II-B6 Certificate": Any one of the Class II-B6
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-19
and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
"Class II-B6 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class
II-B6 Certificates immediately prior to such date over the aggregate amount, if
any, payable to the Holders of the Class II-B6 Certificates on such date
pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate
of the Scheduled Principal Balance of the Group II Subordinate Certificates
immediately prior to such date.
"Class II-R Certificate": Any one of the Class II-R
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-20
and evidencing ownership of the Class R-IIA Interest and Class R-IIB Interest.
"Class III-A1 Certificate": Any one of the Class III-A1
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-21
and evidencing a Regular Interest in REMIC III-B for purposes of the REMIC
Provisions.
"Class III-A2 Certificate": Any one of the Class III-A2
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-22
and evidencing a Regular Interest in REMIC III-B for purposes of the REMIC
Provisions.
"Class III-B1 Certificate": Any one of the Class III-B1
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-25
and evidencing a Regular Interest in REMIC III-B for purposes of the REMIC
Provisions.
"Class III-B1 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class
III-B1 Certificates immediately prior to such date over the aggregate amount, if
any, payable to the Holders of the Class III-B1 Certificates on such date
pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate
of the Scheduled Principal Balance of the Group III Subordinate Certificates
immediately prior to such date.
"Class III-B2 Certificate": Any one of the Class III-B2
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-26
and evidencing a Regular Interest in REMIC III-B for purposes of the REMIC
Provisions.
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"Class III-B2 Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
excess, if any, of the aggregate Certificate Principal Balance of the Class
III-B2 Certificates immediately prior to such date over the aggregate amount, if
any, payable to the Holders of the Class III-B2 Certificates on such date
pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate
of the Scheduled Principal Balance of the Group III Subordinate Certificates
immediately prior to such date.
"Class III-PO Certificate": The Class III-PO Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-24
and evidencing a Regular Interest in REMIC III-B for purposes of the REMIC
Provisions.
"Class III-XS Certificate": The Class III-XS Certificates
executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-23
and evidencing a Regular Interest in REMIC III-B for purposes of the REMIC
Provisions.
"Class III-R Certificate": Any one of the Class III-R
Certificates executed by the Paying Agent and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A-27
and evidencing ownership of the Class R-IIIA Interest and Class R-IIIB Interest
for purposes of the REMIC Provisions.
"Class A Certificates": The Group I Class A Certificates, the
Group II Class A Certificates and the Group III Class A Certificates.
"Class B Percentage": Any one of the Class I-B1 Percentage,
the Class I-B2 Percentage, the Class I-B3 Percentage, the Class I-B4 Percentage,
the Class I-B5 Percentage, the Class I-B6 Percentage, the Class II-B1
Percentage, the Class II-B2 Percentage, the Class II-B3 Percentage, the Class
II-B4 Percentage, the Class II-B5 Percentage, the Class II-B6 Percentage, Class
III-B1 Percentage and the Class III-B2 Percentage.
"Class PO Mortgage Loan": Each Group III Mortgage Loan with an
Expense Adjusted Mortgage Rate below 6.50% per annum.
"Class PO Percentage": With respect to each Class PO Mortgage
Loan in Loan Group III, the quotient, expressed as a percentage, not less than
zero, of (i) 6.500% minus the related Expense Adjusted Mortgage Rate divided by
(ii) 6.500%. With respect to each other Mortgage Loan in the Trust Fund, 0%.
"Class PO Principal Distribution Amount": For any Distribution
Date and the Class III-PO Certificates, an amount equal to the lesser of (i) the
Subgroup III-A1 Available Distribution Amount and the Subgroup III-A2 Available
Distribution Amount remaining after distribution of the Interest Distribution
Amounts to the related Classes of Senior Certificates and (ii) the aggregate of:
(a) the sum of the following:
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(i) the Class PO Percentage of the principal portion of each
Monthly Payment due during the related Due Period in respect
of each related Class PO Mortgage Loan whether or not
received;
(ii) the Class PO Percentage of the principal portion of all
Insurance Proceeds, Liquidation Proceeds (other than amounts
described in clause (c) below) and Subsequent Recoveries
received in respect of each related Class PO Mortgage Loan
during the related Prepayment Period (other than any such
related Class PO Mortgage Loan that was purchased, sold or
replaced pursuant to or as contemplated by Section 2.03 or
Section 9.01 during the related Prepayment Period), net of any
portion thereof that represents a recovery of principal for
which an advance was made by the related Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date;
(iii) the Class PO Percentage of the Stated Principal Balance
(calculated immediately prior to such Distribution Date) of
each related Class PO Mortgage Loan that was purchased, sold
or replaced pursuant to or as contemplated by Section 2.03 or
Section 9.01 during the related Prepayment Period;
(iv) [reserved]; and
(v) in connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more Deleted
Mortgage Loans which were Class PO Mortgage Loans pursuant to
Section 2.03 during the related Prepayment Period, the excess,
if any, of (A) the Class PO Percentage of the aggregate of the
Stated Principal Balances (calculated as of the respective
dates of substitution) of such Deleted Mortgage Loans, net of
the aggregate of the Class PO Percentage of the principal
portions of the Monthly Payments due during the related
Prepayment Period (to the extent received from the related
Mortgagor or advanced by the related Servicer and distributed
pursuant to Section 4.01 on the Distribution Date in the
related Prepayment Period) in respect of each such Deleted
Mortgage Loan that was replaced prior to the Distribution Date
in the related Prepayment Period, over (B) the Class PO
Percentage of the Stated Principal Balances (calculated as of
the respective dates of substitution) of such Qualified
Substitute Mortgage Loans;
(b) the Class PO Percentage of all Principal Prepayments received in
respect of each Class PO Mortgage Loan during the related Prepayment
Period;
(c) with respect to the Class PO Mortgage Loan which was the subject of
a Final Recovery Determination in the related Prepayment Period, the
Class PO Percentage of the Stated Principal Balance of such Mortgage
Loan at the time of such Final Recovery Determination (net of the
principal portion of any Realized Loss allocated to the Class III-PO
Certificates) to the extent of the principal portion of all Liquidation
Proceeds with respect to such related Class PO Mortgage Loan; and
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(d) in the case of any Distribution Date subsequent to the initial
Distribution Date, an amount equal to the excess, if any, of the
related Class PO Principal Distribution Amount for the immediately
preceding Distribution Date, over the aggregate distributions of
principal made in respect of the Class III-PO Certificates on such
immediately preceding Distribution Date pursuant to Section 4.01 to the
extent that any such amounts are not attributable to Realized Losses
which were allocated to the Subordinate Certificates pursuant to
Section 4.04.
"Class R-IIA Residual Interest": The uncertificated Residual
Interest in REMIC II-A.
"Class R-IIB Residual Interest": The uncertificated Residual
Interest in REMIC II-B.
"Class R-IIIA Residual Interest": The uncertificated Residual
Interest in REMIC III-A.
"Class R-IIIB Residual Interest": The uncertificated Residual
Interest in REMIC III-B.
"Class XS Mortgage Loan": Each Group III Mortgage Loan with an
Expense Adjusted Mortgage Rate equal to or greater than 7.50% per annum.
"Closing Date": March 31, 2005.
"Code": The Internal Revenue Code of 1986, as amended.
"Collateral Pool": Any of Collateral Pool I, Collateral Pool
II or Collateral Pool III.
"Collateral Pool I": The Mortgage Loans in Loan Group I.
"Collateral Pool II": The Mortgage Loans in Loan Group II.
"Collateral Pool III": The Mortgage Loans in Loan Group III.
"Collection Account": The account or accounts created and
maintained by the Master Servicer pursuant to Section 3.10(a), which shall be
entitled, "CitiMortgage, Inc., as Master Servicer for U.S. Bank National
Association, as Trustee, in trust for the registered holders of Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-1."
The Collection Account must be an Eligible Account.
"Commission": The Securities and Exchange Commission.
"Compensating Interest Payment": With respect to each
Collateral Pool and the Countrywide Mortgage Loans in such Collateral Pool, an
amount equal to the lesser of one half of (a) one-twelfth of the product of (i)
the weighted average servicing fee rate percentage for such Mortgage Loans as
set forth in the applicable Initial Sub Servicing Agreement and (ii) the
17
Stated Principal Balance of such Mortgage Loans and (b) the aggregate servicing
fee actually received for the applicable month for such Mortgage Loans pursuant
to the applicable Initial Sub Servicing Agreement. With respect to each
Collateral Pool and the GMAC Mortgage Loans in such Collateral Pool, an amount
equal to the lesser of (a) one-twelfth of the product of (i) the weighted
average servicing fee rate percentage for such Mortgage Loans as set forth in
the applicable Initial Sub Servicing Agreement and (ii) the Stated Principal
Balance of such Mortgage Loans and (b) the aggregate servicing fee actually
received for the applicable month for such Mortgage Loans pursuant to the
applicable Initial Sub Servicing Agreement. With respect to each Collateral Pool
and the Xxxxx Mortgage Loans in such Collateral Pool, an amount which, when
added to all amounts allocable to interest received in connection with such
prepayment, equals one month's interest on the amount of principal so prepaid at
the related mortgage rate net of the related servicing fee rate (each as set
forth in the applicable Initial Sub Servicing Agreement). With respect to each
Collateral Pool and the CitiMortgage Mortgage Loans in such Collateral Pool and
any prepayment in full or in part, an amount which, when added to all amounts
allocable to interest received in connection with such prepayment, equals one
month's interest on the amount of principal so prepaid at the related mortgage
rate net of the related servicing fee rate (each as set forth in the applicable
Initial Sub Servicing Agreement), but not in excess of the aggregate servicing
fee actually received for the applicable month for such mortgage loans pursuant
to the applicable Initial Sub Servicing Agreement.
"Corporate Trust Office": The principal corporate trust office
of the Trustee, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as the case may be, at which at any particular time its
corporate trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this instrument is
located at (i) with respect to the Trustee, U.S. Bank National Association, Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate
Trust Services, or at such other address as the Trustee may designate from time
to time by notice to the Certificateholders, the Depositor, the Master Servicer,
the Paying Agent, the Certificate Registrar, the Authenticating Agent and the
Trust Administrator and (ii) with respect to the Paying Agent, the Certificate
Registrar and the Authenticating Agent, Citibank, N.A., as Paying Agent, as
Certificate Registrar or as Authenticating Agent, as the case may be, 000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other address
as the Paying Agent, the Certificate Registrar and the Authenticating Agent may
designate from time to time by notice to the Certificateholders, the Depositor,
the Master Servicer, the Trust Administrator and the Trustee.
"Countrywide": Countrywide Home Loans, Inc. or its successor
in interest.
"Countrywide Mortgage Loans": The Mortgage Loans originated by
Countrywide.
"Cross-Collateralization Date": With respect to Collateral
Pool II, any Distribution Date on which there is an Undercollateralized Loan
Group and Overcollateralized Loan Group relating to such Collateral Pool.
"Custodian": A document custodian appointed by the Trustee to
perform (or in the case of the initial Custodian otherwise engaged to perform)
custodial duties with respect to
18
the Mortgage Files. The initial Custodian is Citibank West, FSB. Custodian may
be the Trustee, any Affiliate of the Trustee or an independent entity.
"Custodial Agreement": An agreement pursuant to which a
Custodian performs custodial duties with respect to the Mortgage Files. With
respect to the initial Custodian, the applicable agreement pursuant to which the
Initial Custodian performs its custodial duties with respect to the Mortgage
Files.
"Cut-off Date": With respect to each Original Mortgage Loan,
March 1, 2005. With respect to all Qualified Substitute Mortgage Loans, their
respective dates of substitution. References herein to the "Cut-off Date," when
used with respect to more than one Mortgage Loan, shall be to the respective
Cut-off Dates for such Mortgage Loans.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.
"Deferred Interest": With respect to any Negative Amortization
Mortgage Loan and any Distribution Date and the related Due Date, the excess, if
any, of the amount of interest accrued on such Mortgage Loan from the preceding
Due Date to such Due Date over the Monthly Payment due for such Due Date.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding principal balance of the Mortgage
Loan, which valuation results from a proceeding initiated under the Bankruptcy
Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage Loan.
"Depositor": Citigroup Mortgage Loan Trust Inc., a Delaware
corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
CEDE & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended.
"Depository Institution": Any depository institution or trust
company, including the Trustee and the Trust Administrator, that (a) is
incorporated under the laws of the United States of America or any State
thereof, (b) is subject to supervision and examination by federal or state
banking authorities and (c) has, or is a subsidiary of a holding company that
has, an outstanding unsecured commercial paper or other short-term unsecured
debt obligations that are
19
rated in the highest rating category by at least two of the Rating Agencies (or
a comparable rating if S&P, Fitch and Xxxxx'x are not the Rating Agencies).
"Depository Participant": A broker, dealer, bank or other
financial institution or other Person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.
"Determination Date": With respect to each Distribution Date,
the 18th day of the calendar month in which such Distribution Date occurs or, if
such 18th day is not a Business Day, the Business Day immediately following such
18th day; provided, however, that respect to each Distribution Date and any
Mortgage Loans subject to an Initial Sub-Servicing Agreement, the Determination
Date shall be the date, relating to such Distribution Date, after which any
Monthly Payments received are not reported by the related Sub-Servicer as having
been received for inclusion in the amounts remitted by such Sub-Servicer on the
related remittance date under the applicable Sub-Servicing Agreement in respect
of Monthly Payments on the related Mortgage Loans.
"Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon or any use
of such REO Property in a trade or business conducted by REMIC I, other than
through an Independent Contractor; provided, however, that the Trustee (or the
Master Servicer on behalf of the Trustee) shall not be considered to Directly
Operate an REO Property solely because the Trustee (or the Master Servicer on
behalf of the Trustee) establishes rental terms, chooses tenants, enters into or
renews leases, deals with taxes and insurance, or makes decisions as to repairs
or capital expenditures with respect to such REO Property.
"Disqualified Organization": Any of the following: (i) the
United States, any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for Xxxxxxx Mac, a majority of its board of directors
is not selected by such governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an "electing
large partnership" within the meaning of Section 775 of the Code and (vi) any
other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Residual Certificate by such Person
may cause any REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
20
"Distribution Account": The trust account or accounts created
and maintained by the Paying Agent pursuant to Section 3.10(b) which shall be
entitled "Citibank, N.A., as Paying Agent, in trust for the registered holders
of Citigroup Mortgage Loan Trust Inc., Mortgage Pass- Through Certificates,
Series 2005-1." The Distribution Account must be an Eligible Account.
"Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in April 2005.
"Diverted Interest Amount": With respect to Collateral Pool II
or Collateral Pool III and any Distribution Date, one month's interest accrued
during the related Interest Accrual Period on the related Overcollateralized
Amount at the Pass-Through Rate for the Class A Certificates related to the
applicable Undercollateralized Loan Group and any other unpaid interest
shortfalls on the Class A Certificates related to the applicable
Undercollateralized Loan Group, to the extent available (with
overcollateralization calculated, for purposes of this definition, as of the
prior Distribution Date after taking into account all distributions and Realized
Loss allocations that occurred on such prior Distribution Date).
"DOL": The United States Department of Labor or any successor
in interest.
"DOL Regulations": The regulations promulgated by the DOL at
29 C.F.R.ss.2510.3-101. "Due Date": With respect to each Distribution Date, the
first day of the calendar month in which such Distribution Date occurs, which is
the day of the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace.
"Due Period": With respect to any Distribution Date, the
period commencing on the second day of the calendar month preceding the calendar
month in which such Distribution Date occurs and ending on the related Due Date.
"Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution, (ii) an account or accounts the
deposits in which are fully insured by the FDIC or (iii) a trust account or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity. Eligible Accounts may bear interest.
"ERISA": The Employee Retirement Income Security Act of 1974,
as amended.
"Estate in Real Property": A fee simple estate in a parcel of
land.
"Excess Bankruptcy Loss": Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.
"Excess Fraud Loss": Any Fraud Loss, or portion thereof, which
exceeds the then applicable Fraud Loss Amount.
21
"Excess Loss": Any Excess Bankruptcy Loss, Excess Special
Hazard Loss, Excess Fraud Loss or Extraordinary Loss.
"Excess Special Hazard Loss": Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard Amount.
"Expense Adjusted Mortgage Rate": With respect to any Mortgage
Loan (or the related REO Property) as of any date of determination, a per annum
rate of interest equal to the then applicable Mortgage Rate for such Mortgage
Loan minus the sum of the (i) the applicable Servicing Fee Rate and (ii) the
Administration Fee Rate.
"Extraordinary Loss": Any Realized Loss or portion thereof
caused by or resulting from:
(i) nuclear or chemical reaction or nuclear radiation or
radioactive or chemical contamination, all whether controlled or
uncontrolled and whether such loss be direct or indirect, proximate or
remote or be in whole or in part caused by, contributed to or
aggravated by a peril covered by the definition of the term "Special
Hazard Loss";
(ii) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an
actual, impending or expected attack by any government or sovereign
power, DE JURE or DE FACTO, or by any authority maintaining or using
military, naval or air forces, or by military, naval or air forces, or
by an agent of any such government, power, authority or forces;
(iii) any weapon of war employing atomic fission or
radioactive forces whether in time of peace or war, and
(iv) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering, combating
or defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority, or risks of contraband or illegal
transactions or trade.
"Extraordinary Trust Fund Expenses": Any amounts reimbursable
to the Master Servicer or the Depositor pursuant to Section 6.03, any amounts
payable from the Distribution Account in respect of taxes pursuant to Section
10.01(g)(iii), any amounts reimbursable to the Trustee, the Trust Administrator,
Citibank or a Custodian from the Trust Fund pursuant to Section 2.01 or Section
8.05 and any other costs, expenses, liabilities and losses borne by the Trust
Fund (exclusive of any cost, expense, liability or loss that is specific to a
particular Mortgage Loan or REO Property and is taken into account in
calculating a Realized Loss in respect thereof) for which the Trust Fund has not
and, in the reasonable good faith judgment of the Trust Administrator, shall
not, obtain reimbursement or indemnification from any other Person.
"Xxxxxx Xxx": Xxxxxx Xxx, formerly known as the Federal
National Mortgage Association, or any successor thereto.
22
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Seller, the Depositor or the Master Servicer pursuant to or as
contemplated by Section 2.03 or Section 9.01), a determination made by the
Master Servicer that all Liquidation Proceeds have been recovered. The Master
Servicer shall maintain records of each Final Recovery Determination made
thereby.
"Fitch": Fitch Ratings, or its successor in interest.
"Fraud Loss": Any Realized Loss or portion thereof sustained
by reason of a default arising from intentional fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including by
reason of the denial of coverage under any related Primary Mortgage Insurance
Policy.
"Fraud Loss Amount": With respect to Collateral Pool I, as of
any date of determination after the Cut-off Date, an amount equal to: (X) prior
to the second anniversary of the Cut-off Date, 2.00% of the aggregate
outstanding principal balance of the Group I Mortgage Loans as of the Cut-off
Date minus the aggregate amount of Fraud Losses on the Group I Mortgage Loans
allocated solely to the related Subordinate Certificates in accordance with
Section 4.04 since the Cut-off Date up to such date of determination and (Y)
from the second anniversary of the Cut-off Date and prior to the fifth
anniversary of the Cut-off Date, (1) the lesser of (a) the related Fraud Loss
Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of
the aggregate outstanding principal balance of the Group I Mortgage Loans as of
the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on
the Group I Mortgage Loans allocated solely to the related Subordinate
Certificates in accordance with Section 4.04 since the most recent anniversary
of the Cut-off Date up to such date of determination. On and after the fifth
anniversary of the Cut-off Date, the Fraud Loss Amount with respect to
Collateral Pool I shall be zero. In addition, after the Certificate Principal
Balances of the related Subordinate Certificates are reduced to zero, the Fraud
Loss Amount with respect to Collateral Pool I shall be zero.
With respect to Collateral Pool II, as of any date of
determination after the Cut-off Date, an amount equal to: (X) prior to the
second anniversary of the Cut-off Date, 2.00% of the aggregate outstanding
principal balance of the Group II Mortgage Loans as of the Cut-off Date minus
the aggregate amount of Fraud Losses on the Group II Mortgage Loans allocated
solely to the related Subordinate Certificates in accordance with Section 4.04
since the Cut-off Date up to such date of determination and (Y) from the second
anniversary of the Cut-off Date and prior to the fifth anniversary of the
Cut-off Date, (1) the lesser of (a) the related Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of the Group II Mortgage Loans as of the most
recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group
II Mortgage Loans allocated solely to the related Subordinate Certificates in
accordance with Section 4.04 since the most recent anniversary of the Cut-off
Date up to such date of determination. On and after the fifth anniversary of the
Cut-off Date, the Fraud Loss Amount with respect to Collateral Pool II shall be
zero. In addition, after the Certificate Principal Balances of the related
Subordinate
23
Certificates are reduced to zero, the Fraud Loss Amount with respect to
Collateral Pool II shall be zero.
With respect to Collateral Pool III, as of any date of
determination after the Cut-off Date, an amount equal to: (X) prior to the third
anniversary of the Cut-off Date, 1.00% of the aggregate outstanding principal
balance of the Group III Mortgage Loans as of the Cut-off Date minus the
aggregate amount of Fraud Losses on the Group III Mortgage Loans allocated
solely to the related Subordinate Certificates in accordance with Section 4.04
since the Cut-off Date up to such date of determination and (Y) from the third
anniversary of the Cut-off Date and prior to the fifth anniversary of the
Cut-off Date, (1) the lesser of (a) the related Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of the Group III Mortgage Loans as of the most
recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group
III Mortgage Loans allocated solely to the related Subordinate Certificates in
accordance with Section 4.04 since the most recent anniversary of the Cut-off
Date up to such date of determination. On and after the fifth anniversary of the
Cut-off Date, the Fraud Loss Amount with respect to Collateral Pool III shall be
zero. In addition, after the Certificate Principal Balances of the related
Subordinate Certificates are reduced to zero, the Fraud Loss Amount with respect
to Collateral Pool III shall be zero
"Xxxxxxx Mac": Xxxxxxx Mac, formally known as the Federal Home
Loan Mortgage Corporation, or any successor thereto.
"GMAC": GMAC Mortgage Corporation or its successor in
interest.
"GMAC Mortgage Loans": The Mortgage Loans sub-serviced by
GMAC.
"Gross Margin": With respect to each Adjustable-Rate Mortgage
Loan, the fixed percentage set forth in the related Mortgage Note that is added
to the Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such Mortgage Loan.
"Group I Available Distribution Amount": With respect to any
Distribution Date and the Group I Mortgage Loans, an amount equal to the excess
of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the
Monthly Payments due on or before the Due Date relating to such Distribution
Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or
prior to the related Determination Date, after deduction of the applicable
Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance
Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions
for Mortgage Loans, Subsequent Recoveries and other unscheduled of principal and
interest in respect of the Mortgage Loans or REO Properties received by the
Servicer during the related Prepayment Period (exclusive of any prepayment
charges, penalties or premiums), (c) the aggregate of any amounts on deposit in
the Distribution Account representing Compensating Interest Payments paid by the
Master Servicer in respect of related Prepayment Interest Shortfalls relating to
Principal Prepayments that occurred during the related Prepayment Period and (d)
the aggregate of any P&I Advances made by the Master Servicer for such
Distribution Date over (ii) the sum attributable to or allocable to such
Mortgage Loans of (a) amounts reimbursable to the Depositor,
24
the Master Servicer, the Trustee, the Trust Administrator, Citibank or a
Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in
respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the
items set forth in clauses (i)(a) through (i)(d) above deposited in the
Collection Account or the Distribution Account in respect of the items set forth
in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any
amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted
hereunder to be retained by the Master Servicer or to be withdrawn by the Master
Servicer from the Collection Account pursuant to Section 3.18.
"Group I Certificates": The Group I Senior Certificates and
the Group I Subordinate Certificates.
"Group I Mortgage Loans": Each mortgage loan identified as
such on the attached Mortgage Loan Schedule.
"Group I Senior Certificates": The Class I-A1A Certificates,
the Class I-A1B Certificates and the Class I-R Certificates.
"Group I Senior Percentage": With respect to any Distribution
Date and the Class I-A1A Certificates and Class I-A1B Certificates, the lesser
of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of
which is the excess, if any, of the aggregate Certificate Principal Balance of
the Class I-A1A Certificates and Class I-A1B Certificates for such Distribution
Date over the aggregate amount, if any, payable to the Holders of the Class
I-A1A Certificates and Class I-A1B Certificates on such date pursuant to clause
(d) of the definition of "Senior Principal Distribution Amount," and the
denominator of which is the sum of (i) the aggregate Scheduled Principal Balance
of the Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal
Balance of the REO Properties in Loan Group I, in each case before reduction for
any Realized Losses on such Distribution Date.
"Group I Senior Prepayment Percentage": With respect to any
Distribution Date and the Class I-A1A Certificates and Class I-A1B Certificates
within the range indicated below, the percentage as indicated below:
DISTRIBUTION DATE GROUP I SENIOR PREPAYMENT PERCENTAGE
----------------------------- -------------------------------------------
April 2005 through March 2015 100%
April 2015 through March 2016 Group I Senior Percentage, plus 70% of the
Group I Subordinate Percentage
April 2016 through March 2017 Group I Senior Percentage, plus 60% of the
Group I Subordinate Percentage
April 2017 through March 2018 Group I Senior Percentage, plus 40% of the
Group I Subordinate Percentage
April 2018 through March 2019 Group I Senior Percentage, plus 20% of the
Group I Subordinate Percentage
April 2019 and thereafter Group I Senior Percentage;
PROVIDED, HOWEVER, no reduction to the Group I Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the
25
Group I Mortgage Loans delinquent 60 days or more (including REO Properties and
Mortgage Loans in foreclosure) averaged over the last six months does not exceed
50% of the sum of the then current Certificate Principal Balances of the Group I
Subordinate Certificates and (ii) Realized Losses on the Group I Mortgage Loans
to date are less than the then applicable Trigger Amount.
On any Distribution Date on which Realized Losses on the Group
I Mortgage Loans to date are greater than the then applicable Trigger Amount,
the Group I Senior Prepayment Percentage will be the greater of (x) the Group I
Senior Prepayment Percentage for such Distribution Date or (y) the Group I
Senior Prepayment Percentage for the immediately preceding Distribution Date.
Notwithstanding the above, if on any Distribution Date (a) the
Group I Subordinate Percentage, prior to giving effect to any distributions on
such Distribution Date, equals or exceeds two times the initial Group I
Subordinate Percentage, (b) the provisions of clause (i) of the immediately
preceding paragraph are met and (c) (i) on or prior to the Distribution Date
occurring in March 2008, cumulative Realized Losses on the Group I Mortgage
Loans as of the end of the related Prepayment Period do not exceed 20% of the
initial aggregate Certificate Principal Balance of the Group I Subordinate
Certificates and (ii) after the Distribution Date occurring in March 2008,
cumulative Realized Losses on the Group I Mortgage Loans as of the end of the
related Prepayment Period do not exceed 30% of the initial aggregate Certificate
Principal Balance of the Group I Subordinate Certificates, then the Group I
Senior Prepayment Percentage for such Distribution Date will equal the Group I
Senior Percentage plus 50% of the Group I Subordinate Percentage for such
Distribution Date, if such Distribution Date is prior to April 2008, and will
equal the Group I Senior Percentage for such Distribution Date, if such
Distribution Date occurs on or after April 2008.
On any Distribution Date on which the Group I Senior
Percentage exceeds the initial Group I Senior Percentage, the Group I Senior
Prepayment Percentage shall be 100%.
Upon reduction of the Certificate Principal Balances of the
Class I-A1A Certificates and the Class I-A1B Certificates to zero, the Group I
Senior Prepayment Percentage shall be 0%.
"Group I Subordinate Certificates": The Class I-B1
Certificates, the Class I-B2 Certificates, the Class I-B3 Certificates, the
Class I-B4 Certificates, the Class I-B5 Certificates and the Class I-B6
Certificates.
"Group I Subordinate Percentage": 100% minus the Group I
Senior Percentage.
"Group I Subordinate Prepayment Percentage": 100% minus the
Group I Senior Prepayment Percentage.
"Group II Certificates": The Group II Senior Certificates and
the Group II Subordinate Certificates.
"Group II Class A Certificates": The Class II-A1A
Certificates, Class II-A1B Certificates, Class II-A2A Certificates and the Class
II-A2B Certificates.
26
"Group II Mortgage Loans": The Group II-1 Mortgage Loans and
the Group II-2 Mortgage Loans.
"Group II Senior Certificates": The Group II Class A
Certificates and the Class II-R Certificates.
"Group II Subordinate Certificates": The Class II-B1
Certificates, the Class II-B2 Certificates, the Class II-B3 Certificates, the
Class II-B4 Certificates, the Class II-B5 Certificates and the Class II-B6
Certificates.
"Group II Subordinate Percentage": With respect to any
Distribution Date, the percentage equal to the aggregate Certificate Principal
Balance of the Subordinate Certificates related to Collateral Pool II
immediately prior to such Distribution Date divided by the aggregate Scheduled
Principal Balance of all of the Mortgage Loans related to such Collateral Pool
as of the close of business on the first day of the calendar month immediately
preceding such Distribution Date.
"Group II-1 Available Distribution Amount": With respect to
any Distribution Date and the Group II-1 Mortgage Loans, an amount equal to the
excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate
of the Monthly Payments due on or before the Due Date relating to such
Distribution Date and received by the Master Servicer (or a Sub-Servicer on its
behalf) on or prior to the related Determination Date, after deduction of the
applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and
substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled of
principal and interest in respect of the Mortgage Loans or REO Properties
received by the Servicer during the related Prepayment Period (exclusive of any
prepayment charges, penalties or premiums), (c) the aggregate of any amounts on
deposit in the Distribution Account representing Compensating Interest Payment
paid by the Master Servicer in respect of related Prepayment Interest Shortfalls
relating to Principal Prepayments that occurred during the related Prepayment
Period and (d) the aggregate of any P&I Advances made by the Master Servicer for
such Distribution Date over (ii) the sum attributable to or allocable to such
Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master
Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant
to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary
Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses
(i)(a) through (i)(d) above deposited in the Collection Account or the
Distribution Account in respect of the items set forth in clauses (i)(a) through
(i)(d) above in error, (c) without duplication, any amounts in respect of the
items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained
by the Master Servicer or to be withdrawn by the Master Servicer from the
Collection Account pursuant to Section 3.18.
Notwithstanding the foregoing, the Group II-1 Available
Distribution Amount for any Distribution Date shall be increased (in the case of
an Undercollateralized Loan Group with respect to Loan Group II-1) or decreased
(in the case of an Overcollateralized Loan Group with respect to Loan Group
II-1) by any applicable Diverted Interest Amount for such Distribution Date.
27
"Group II-1 Mortgage Loan": Each Loan identified as such on
the Mortgage Loan Schedule.
"Group II-1 Senior Percentage": With respect to any
Distribution Date and the Class II-A1A Certificates and Class II-A1B
Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class II-A1A Certificates and Class II-A1B
Certificates for such Distribution Date over the aggregate amount, if any,
payable to the Holders of the Class II-A1A Certificates and Class II-A1B
Certificates on such date pursuant to clause (d) of the definition of "Senior
Principal Distribution Amount," and the denominator of which is the sum of (i)
the aggregate Scheduled Principal Balance of the Group II-1 Mortgage Loans, plus
(ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan
Group II-1, in each case before reduction for any Realized Losses on such
Distribution Date.
Notwithstanding the foregoing, on any Cross-Collateralization
Date on which (x) the sum of (i) the aggregate Scheduled Principal Balance of
the Group II-1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal
Balance of the REO Properties in Loan Group II-1, in each case before reduction
for any Realized Losses on such Distribution Date exceeds (y) the excess, if
any, of the Certificate Principal Balance of the Class II-A1A Certificates and
Class II-A1B Certificates for such Distribution Date over the aggregate amount,
if any, payable to the Holders of the Class II-A1A Certificates and Class II-A1B
Certificates on such date pursuant to clause (d) of the definition of "Senior
Principal Distribution Amount," the Group II-1 Senior Percentage will equal the
lesser of (a) 100% and (b) fraction, expressed as a percentage, the numerator of
which is the sum of (i) the excess, if any, of the Certificate Principal Balance
of the Class II-A1A Certificates and Class II-A1B Certificates for such
Distribution Date over the aggregate amount, if any, payable to the Holders of
the Class II-A1A Certificates and Class II-A1B Certificates on such date
pursuant to clause (d) of the definition of "Senior Principal Distribution
Amount," plus (ii) the Group II Overcollateralized Amount, and the denominator
of which is the sum of (i) the aggregate Scheduled Principal Balance of the
Group II-1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance
of the REO Properties in Loan Group II-1, in each case before reduction for any
Realized Losses on such Distribution Date. On any Distribution Date after the
reduction of the Certificate Principal Balances of the Class II-A2A Certificates
and Class II-A2B Certificates to zero, the Group II-1 Senior Percentage for the
Class II-A1A Certificates and Class II-A1B Certificates will be the lesser of
(a) 100% and (b) a fraction, expressed as a percentage, the numerator of which
is the excess, if any, of the Certificate Principal Balance of the Class II-A1A
Certificates and Class II-A1B Certificates for such Distribution Date over the
aggregate amount, if any, payable to the Holders of the Class II-A1A
Certificates and Class II-A1B Certificates on such date pursuant to clause (d)
of the definition of "Senior Principal Distribution Amount," and the denominator
of which is the sum of (i) the aggregate Scheduled Principal Balance of the
Group II Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of
the REO Properties in Loan Group II, in each case before reduction for any
Realized Losses on such Distribution Date.
"Group II-1 Senior Prepayment Percentage": With respect to any
Distribution Date and the Class II-A1A Certificates and Class II-A1B
Certificates within the range indicated below, the percentage as indicated
below:
28
DISTRIBUTION DATE GROUP II-1 SENIOR PREPAYMENT PERCENTAGE
----------------------------- ------------------------------------------
April 2005 through March 2012 100%
April 2012 through March 2013 Group II-1 Senior Percentage, plus 70% of
the Group II-1 Subordinate Percentage
April 2013 through March 2014 Group II-1 Senior Percentage, plus 60% of
the Group II-1 Subordinate Percentage
April 2014 through March 2015 Group II-1 Senior Percentage, plus 40% of
the Group II-1 Subordinate Percentage
April 2015 through March 2016 Group II-1 Senior Percentage, plus 20% of
the Group II-1 Subordinate Percentage
April 2016 and thereafter Group II-1 Senior Percentage;
PROVIDED, HOWEVER, no reduction to the Group II-1 Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Group II Mortgage Loans delinquent 60 days
or more (including REO Properties and Mortgage Loans in foreclosure) averaged
over the last six months does not exceed 50% of the sum of the then current
Certificate Principal Balances of the Group II Subordinate Certificates and (ii)
Realized Losses on the Group II Mortgage Loans to date are less than the then
applicable Trigger Amount.
On any Distribution Date on which Realized Losses on the Group
II Mortgage Loans to date are greater than the then applicable Trigger Amount,
the Group II-1 Senior Prepayment Percentage will be the greater of (x) the Group
II-1 Senior Prepayment Percentage for such Distribution Date or (y) the Group
II-1 Senior Prepayment Percentage for the immediately preceding Distribution
Date.
Notwithstanding the above, if on any Distribution Date (a) the
Group II Subordinate Percentage, prior to giving effect to any distributions on
such Distribution Date, equals or exceeds two times the initial Group II
Subordinate Percentage, (b) the provisions of clause (i) of the immediately
preceding paragraph are met and (c) (i) on or prior to the Distribution Date
occurring in March 2008, cumulative Realized Losses on the Group II Mortgage
Loans as of the end of the related Prepayment Period do not exceed 20% of the
initial aggregate Certificate Principal Balance of the Group II Subordinate
Certificates and (ii) after the Distribution Date occurring in March 2008,
cumulative Realized Losses on the Group II Mortgage Loans as of the end of the
Prepayment Period do not exceed 30% of the initial aggregate Certificate
Principal Balance of the Group II Subordinate Certificates, then the Group II-1
Senior Prepayment Percentage for such Distribution Date will equal the Group
II-1 Senior Percentage plus 50% of the Group II-1 Subordinate Percentage for
such Distribution Date, if such Distribution Date is prior to April 2008, and
will equal the Group II-1 Senior Percentage for such Distribution Date, if such
Distribution Date occurs on or after April 2008.
On any Distribution Date on which the Aggregate Senior
Percentage for Collateral Pool II exceeds the initial Aggregate Senior
Percentage for Collateral Pool II, the Group II-1 Senior Prepayment Percentage
shall be 100%.
29
Upon reduction of the Certificate Principal Balances of the
Class II-A1A Certificates and the Class II-A1B Certificates to zero, the Group
II-1 Senior Prepayment Percentage shall be 0%.
"Group II-1 Subordinate Percentage": 100% minus the Group II-1
Senior Percentage.
"Group II-1 Subordinate Prepayment Percentage": 100% minus the
Group II-1 Senior Prepayment Percentage.
"Group II-2 Available Distribution Amount": With respect to
any Distribution Date and the Group II-2 Mortgage Loans, an amount equal to the
excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate
of the Monthly Payments due on or before the Due Date relating to such
Distribution Date and received by the Master Servicer (or a Sub-Servicer on its
behalf) on or prior to the related Determination Date, after deduction of the
applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and
substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled of
principal and interest in respect of the Mortgage Loans or REO Properties
received by the Servicer during the related Prepayment Period (exclusive of any
prepayment charges, penalties or premiums), (c) the aggregate of any amounts on
deposit in the Distribution Account representing Compensating Interest Payments
paid by the Master Servicer in respect of related Prepayment Interest Shortfalls
relating to Principal Prepayments that occurred during the related Prepayment
Period and (d) the aggregate of any P&I Advances made by the Master Servicer for
such Distribution Date over (ii) the sum attributable to or allocable to such
Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master
Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant
to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary
Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses
(i)(a) through (i)(d) above deposited in the Collection Account or the
Distribution Account in respect of the items set forth in clauses (i)(a) through
(i)(d) above in error, (c) without duplication, any amounts in respect of the
items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained
by the Master Servicer or to be withdrawn by the Master Servicer from the
Collection Account pursuant to Section 3.18.
Notwithstanding the foregoing, the Group II-2 Available
Distribution Amount for any Distribution Date shall be increased (in the case of
an Undercollateralized Loan Group with respect to Loan Group II-2) or decreased
(in the case of an Overcollateralized Loan Group with respect to Loan Group
II-2) by any applicable Diverted Interest Amount for such Distribution Date.
"Group II-2 Mortgage Loan": Each Loan identified as such on
the Mortgage Loan Schedule.
"Group II-2 Senior Percentage": With respect to any
Distribution Date and the Class II-A2A Certificates and Class II-A2B
Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a
percentage, the numerator of which is the excess, if any, of aggregate the
Certificate Principal Balance of the Class II-A2A Certificates and Class II-A2B
Certificates for
30
such Distribution Date over the aggregate amount, if any, payable to the Holders
of the Class II-A2A Certificates and Class II-A2B Certificates on such date
pursuant to clause (d) of the definition of "Senior Principal Distribution
Amount," and the denominator of which is the sum of (i) the aggregate Scheduled
Principal Balance of the Group II-2 Mortgage Loans, plus (ii) the aggregate
Scheduled Principal Balance of the REO Properties in Loan Group II-2, in each
case before reduction for any Realized Losses on such Distribution Date.
Notwithstanding the foregoing, on any Cross-Collateralization
Date on which (x) the sum of (i) the aggregate Scheduled Principal Balance of
the Group II-2 Mortgage Loans, plus (ii) the aggregate Scheduled Principal
Balance of the REO Properties in Loan Group II-2, in each case before reduction
for any Realized Losses on such Distribution Date exceeds (y) the excess, if
any, of the Certificate Principal Balance of the Class II-A2A Certificates and
Class II-A2B Certificates for such Distribution Date over the aggregate amount,
if any, payable to the Holders of the Class II-A2A Certificates and Class II-A2B
Certificates on such date pursuant to clause (d) of the definition of "Senior
Principal Distribution Amount," the Group II-2 Senior Percentage will equal the
lesser of (a) 100% and (b) fraction, expressed as a percentage, the numerator of
which is the sum of (i) the excess, if any, of the Certificate Principal Balance
of the Class II-A2A Certificates and Class II-A2B Certificates for such
Distribution Date over the aggregate amount, if any, payable to the Holders of
the Class II-A2A Certificates and Class II-A2B Certificates on such date
pursuant to clause (d) of the definition of "Senior Principal Distribution
Amount," plus (ii) the Group II Overcollateralized Amount, and the denominator
of which is the sum of (i) the aggregate Scheduled Principal Balance of the
Group II-2 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance
of the REO Properties in Loan Group II-2, in each case before reduction for any
Realized Losses on such Distribution Date. On any Distribution Date after the
reduction of the Certificate Principal Balances of the Class II-A1A Certificates
and Class II-A1B Certificates to zero, the Group II-2 Senior Percentage for the
Class II-A2A Certificates and Class II-A2B Certificates will be the lesser of
(a) 100% and (b) a fraction, expressed as a percentage, the numerator of which
is the excess, if any, of the Certificate Principal Balance of the Class II-A2A
Certificates and Class II-A2B Certificates for such Distribution Date over the
aggregate amount, if any, payable to the Holders of the Class II-A2A
Certificates and Class II-A2B Certificates on such date pursuant to clause (d)
of the definition of "Senior Principal Distribution Amount," and the denominator
of which is the sum of (i) the aggregate Scheduled Principal Balance of the
Group II Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of
the REO Properties in Loan Group II, in each case before reduction for any
Realized Losses on such Distribution Date.
"Group II-2 Senior Prepayment Percentage": With respect to any
Distribution Date and the Class II-A2A Certificates and Class II-A2B
Certificates within the range indicated below, the percentage as indicated
below:
DISTRIBUTION DATE GROUP II-2 SENIOR PREPAYMENT PERCENTAGE
----------------------------- -------------------------------------------
April 2005 through March 2012 100%
April 2012 through March 2013 Group II-2 Senior Percentage, plus 70% of
the Group II-2 Subordinate Percentage
April 2013 through March 2014 Group II-2 Senior Percentage, plus 60% of
the Group II-2 Subordinate Percentage
April 2014 through March 2015 Group II-2 Senior Percentage, plus 40% of
the Group II-2 Subordinate Percentage
31
April 2015 through March 2016 Group II-2 Senior Percentage, plus 20% of
the Group II-2 Subordinate Percentage
April 2016 and thereafter Group II-2 Senior Percentage;
PROVIDED, HOWEVER, no reduction to the Group II-2 Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Group II Mortgage Loans delinquent 60 days
or more (including REO Properties and Mortgage Loans in foreclosure) averaged
over the last six months does not exceed 50% of the sum of the then current
Certificate Principal Balances of the related Group II Subordinate Certificates
and (ii) Realized Losses on the Group II Mortgage Loans to date are less than
the then applicable Trigger Amount.
On any Distribution Date on which Realized Losses on the Group
II Mortgage Loans to date are greater than the then applicable Trigger Amount,
the Group II-2 Senior Prepayment Percentage will be the greater of (x) the Group
II-2 Senior Prepayment Percentage for such Distribution Date or (y) the Group
II-2 Senior Prepayment Percentage for the immediately preceding Distribution
Date.
Notwithstanding the above, if on any Distribution Date (a) the
Group II Subordinate Percentage, prior to giving effect to any distributions on
such Distribution Date, equals or exceeds two times the initial Group II-2
Subordinate Percentage, (b) the provisions of clause (i) of the immediately
preceding paragraph are met and (c) (i) on or prior to the Distribution Date
occurring in March 2008, cumulative Realized Losses on the Group II Mortgage
Loans as of the end of the related Prepayment Period do not exceed 20% of the
initial aggregate Certificate Principal Balance of the related Group II
Subordinate Certificates and (ii) after the Distribution Date occurring in March
2008, cumulative Realized Losses on the Group II Mortgage Loans as of the end of
the related Prepayment Period do not exceed 30% of the initial aggregate
Certificate Principal Balance of the Group II Subordinate Certificates, then the
Group II-2 Senior Prepayment Percentage for such Distribution Date will equal
the Group II-2 Senior Percentage plus 50% of the Group II-2 Subordinate
Percentage for such Distribution Date, if such Distribution Date is prior to
April 2008, and will equal the Group II-2 Senior Percentage for such
Distribution Date, if such Distribution Date occurs on or after April 2008.
On any Distribution Date on which the Aggregate Senior
Percentage for Collateral Pool II exceeds the initial Aggregate Senior
Percentage for Collateral Pool II, the Group II-2 Senior Prepayment Percentage
shall be 100%.
Upon reduction of the Certificate Principal Balances of the
Class II-A2A Certificates and the Class II-A2B Certificates to zero, the Group
II-2 Senior prepayment Percentage shall be 0%.
"Group II-2 Subordinate Percentage": 100% minus the Group II-2
Senior Percentage.
"Group II-2 Subordinate Prepayment Percentage": 100% minus the
Group II-2 Senior Prepayment Percentage.
32
"Group III Certificates": The Group III Senior Certificates
and the Group III Subordinate Certificates.
"Group III Class A Principal Adjustment Amount": As to any
Distribution Date on which the Certificate Principal Balance of the Group III
Class A Certificates related to a Subgroup have been reduced to zero, any
remaining Principal Prepayments, Liquidation Proceeds or other unscheduled
payments of principal collected in respect of the Mortgage Loan Components or
Mortgage Loans in such Subgroup (and, with respect to any Distribution Date on
which the aggregate Certificate Principal Balance of the Group III Subordinate
Certificates has been reduced to zero, any remaining scheduled payments of
principal in respect of the Mortgage Loan Components or Mortgage Loans in such
Subgroup).
"Group III Mortgage Loans": The Mortgage Loans identified as
such on the attached Mortgage Loan Schedule.
"Group III Senior Certificates": The Class III-A1
Certificates, the Class III-A2 Certificates, the Class III-XS Certificates, the
Class III-PO Certificates and the Class III-R Certificates.
"Group III Subordinate Certificates": The Class III-B1
Certificates and the Class III-B2 Certificates.
"Group III Subordinate Percentage": With respect to any
Distribution Date, the percentage equal to the aggregate Certificate Principal
Balance of the Subordinate Certificates related to Collateral Pool III
immediately prior to such Distribution Date divided by the aggregate Scheduled
Principal Balance of all of the Mortgage Loans related to such Collateral Pool
as of the close of business on the first day of the calendar month immediately
preceding such Distribution Date.
"Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Depositor, the Master
Servicer and their respective Affiliates, (b) does not have any direct financial
interest in or any material indirect financial interest in the Depositor, the
Master Servicer or any Affiliate thereof, and (c) is not connected with the
Depositor, the Master Servicer or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent of
the Depositor, the Master Servicer or any Affiliate thereof merely because such
Person is the beneficial owner of 1% or less of any class of securities issued
by the Depositor or the Master Servicer or any Affiliate thereof, as the case
may be.
"Independent Contractor": Either (i) any Person (other than
the Master Servicer) that would be an "independent contractor" with respect to
any REMIC within the meaning of Section 856(d)(3) of the Code if any REMIC were
a real estate investment trust (except that the ownership tests set forth in
that section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as any REMIC does
not
33
receive or derive any income from such Person and provided that the relationship
between such Person and any REMIC is at arm's length, all within the meaning of
Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including
the Master Servicer) if the Trust Administrator has received an Opinion of
Counsel for the benefit of the Trustee and the Trust Administrator to the effect
that the taking of any action in respect of any REO Property by such Person,
subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code), or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property.
"Index": With respect to any Adjustable-Rate Mortgage Loan,
the index for the adjustment of the Mortgage Rate set forth as such on the
related Mortgage Note.
"Initial Sub-Servicing Agreement": With respect to the
Countrywide Mortgage Loans, the Amended and Restated Master Mortgage Loan
Purchase and Servicing Agreement, dated December 15, 2003, between Countrywide
and the Seller, as modified as of the date hereof with respect to the Mortgage
Loans in the Trust Fund. With respect to the Quicken Mortgage Loans, the Master
Mortgage Loan Purchase and Interim Servicing Agreement, dated November 1, 2004,
between Quicken and GMAC, as modified as of the date hereof with respect to the
Mortgage Loans in the Trust Fund, or, if such servicing agreement is superseded
by a permanent servicing agreement, the applicable permanent servicing agreement
(provided that such permanent servicing agreement does not result in the
withdrawal, qualification or downgrade of the rating of any Certificates rated
by any Rating Agency as of the Closing Date). With respect to the Mortgage IT
Mortgage Loans, the applicable agreement a copy of which has been delivered by
the Seller to the Master Servicer, as modified as of the date hereof with
respect to the Mortgage Loans in the Trust Fund. With respect to the Xxxxx
Mortgage Loans, the Seller's Warranties and Servicing Agreement, dated as of
December 1, 2004, between Xxxxx Fargo and the Seller, as modified as of the date
hereof with respect to the Mortgage Loans in the Trust Fund. With respect to the
CitiMortgage Mortgage Loans, the applicable agreement a copy of which has been
delivered by the Seller to the Master Servicer, as modified as of the date
hereof with respect to the Mortgage Loans in the Trust Fund.
"Insurance Proceeds": Proceeds of any Primary Mortgage
Insurance Policy, title policy, hazard policy or other insurance policy covering
a Mortgage Loan, to the extent such proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account, subject to the terms and
conditions of the related Mortgage Note and Mortgage.
"Interest Accrual Period": With respect to any Distribution
Date and any Class of Certificates (other than the Class III-PO Certificates),
the calendar month preceding the month in which the Distribution Date occurs,
and each such Interest Accrual Period will be deemed to be 30 days regardless of
its actual length. All distributions of interest on the Certificates will be
based on a 360-day year consisting of twelve 30-day months.
34
"Interest Distribution Amount": With respect to any Class of
Certificates (other than the Class III-PO Certificates) for any Distribution
Date, an amount equal to one month's interest accrued during the most recently
ended Interest Accrual Period at the applicable Pass-Through Rate on the
Certificate Principal Balance thereof (or, in the case of the Class III-XS
Certificates, on the Notional Amount thereof) immediately prior to such
Distribution Date. The Interest Distribution Amount for any Class of
Certificates (a) will also include, in the case of any Distribution Date
subsequent to the initial Distribution Date, the excess, if any, of the Interest
Distribution Amount in respect of such Certificates for the immediately
preceding Distribution Date, over the aggregate distributions of interest made
in respect of such Certificates pursuant to Section 4.01(a)(1) on such
immediately preceding Distribution Date and (b) will be reduced, in the case of
any Distribution Date, by the amount of any Prepayment Interest Shortfalls (to
the extent not covered by Compensating Interest Payments paid by Master
Servicer) and Relief Act Interest Shortfalls that were allocated to such Class
on such Distribution Date pursuant to Section 1.02 and (c) in the case of any
Class of Group I Certificates will be further reduced, in the case of any
Distribution Date, by the amount of Net Deferred Interest allocated to such
Class on such Distribution Date. The Interest Distribution Amount for any Class
of Certificates will be based on a 360 day year consisting of twelve 30-day
Interest Accrual Periods.
"Late Collections": With respect to any Mortgage Loan, all
amounts received subsequent to the Determination Date immediately following any
Due Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late payments or
collections of principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but delinquent for
such Due Period and not previously recovered.
"Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage
Loan is removed from any REMIC by reason of its being purchased, sold or
replaced pursuant to or as contemplated by Section 2.03 or Section 9.01. With
respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii) such REO
Property is removed from REMIC I by reason of its being purchased pursuant to
Section 9.01.
"Liquidation Proceeds": The amount (including any Insurance
Proceeds or amounts received in respect of the rental of any REO Property prior
to REO Disposition) received by the Master Servicer in connection with (i) the
taking of all or a part of a Mortgaged Property by exercise of the power of
eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage
Loan through a trustee's sale, foreclosure sale or otherwise, or (iii) the
repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant
to or as contemplated by Section 2.03, Section 3.23 or Section 9.01.
"Loan Group": Any of Loan Group I, Loan Group II-1, Loan Group
II-2 or Loan Group III.
"Loan Group I": The Loan Group consisting of the Group I
Mortgage Loans.
35
"Loan Group II-1": The Loan Group consisting of the Group II-1
Mortgage Loans.
"Loan Group II-2": The Loan Group consisting of the Group II-2
Mortgage Loans.
"Loan Group III": The Loan Group consisting of the Group III
Mortgage Loans.
"Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at such date and the denominator of which
is the Value of the related Mortgaged Property.
"Master Servicer": CitiMortgage, Inc. or any successor master
servicer appointed as herein provided, in its capacity as Master Servicer
hereunder.
"Master Servicer Certification": A written certification,
substantially in the form attached hereto as Exhibit H, covering servicing of
the Mortgage Loans by the Servicer and signed by an officer of the Master
Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from
time to time, and (ii) the February 21, 2003 Statement by the Staff of the
Division of Corporation Finance of the Securities and Exchange Commission
Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and
15d-14, as in effect from time to time; provided that if, after the Closing Date
(a) the Xxxxxxxx-Xxxxx Act of 2002 is amended, (b) the Statement referred to in
clause (ii) is modified or superseded by any subsequent statement, rule or
regulation of the Securities and Exchange Commission or any statement of a
division thereof, or (c) any future releases, rules and regulations are
published by the Securities and Exchange Commission from time to time pursuant
to the Xxxxxxxx-Xxxxx Act of 2002, which in any such case affects the form or
substance of the required certification and results in the required
certification being, in the reasonable judgment of the Master Servicer,
materially more onerous than the form of the required certification as of the
Closing Date, the Master Servicer Certification shall be as agreed to by the
Master Servicer and the Depositor following a negotiation in good faith to
determine how to comply with any such new requirements.
"Master Servicer Event of Default": One or more of the events
described in Section 7.01.
"Master Servicer Remittance Date": With respect to any
Distribution Date, 12:00 p.m. New York time on the Business Day preceding the
Distribution Date or if the Collection Account is held at Citibank (for so long
as Citibank is the Paying Agent), 12:00 p.m. New York time on the Distribution
Date.
"Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
maximum Mortgage Rate thereunder.
"Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
minimum Mortgage Rate thereunder.
36
"MERS": Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of Delaware, or
any successor thereto.
"MERS System": The system of recording transfers of Mortgages
electronically maintained by MERS.
"MIN": The Mortgage Identification Number for Mortgage Loans
registered with MERS on the MERS System.
"MOM Loan": With respect to any Mortgage Loans registered with
MERS on the MERS(R) System, MERS acting as the mortgagee of such Mortgage Loan,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns, at the origination thereof.
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Master Servicer pursuant to Section 3.07; and (c) on the assumption that all
other amounts, if any, due under such Mortgage Loan are paid when due.
"Moody's": Xxxxx'x Investors Service, Inc., or its successor
in interest.
"Mortgage": The mortgage, deed of trust or other instrument
creating a first lien on, or first priority security interest in, a Mortgaged
Property securing a Mortgage Note.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
"Mortgage IT": Mortgage IT, Inc. or its successor in interest.
"Mortgage IT Mortgage Loans": The Mortgage Loans originated by
Mortgage IT.
"Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement, as
from time to time held as a part of REMIC I, the Mortgage Loans so held being
identified in the Mortgage Loan Schedule.
"Mortgage Loan Purchase Agreement": The agreement between the
Depositor and the Seller regarding the transfer of the Mortgage Loans by the
Seller to or at the direction of the Depositor, substantially in the form of
Exhibit D annexed hereto.
"Mortgage Loan Remittance Rate": With respect to any Mortgage
Loan or REO Property, as of any date of determination, the then applicable
Expense Adjusted Mortgage Rate in respect thereof.
37
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC I on such date, attached hereto as Schedule 1. The
Mortgage Loan Schedule shall set forth the following information with respect to
each Mortgage Loan:
(i) the Master Servicer's Mortgage Loan identifying number;
(ii) a code indicating whether the Mortgaged Property is
owner-occupied;
(iii) the type of Residential Dwelling constituting the
Mortgaged Property;
(iv) the original months to maturity;
(vii) the original date of the mortgage;
(viii) the Loan-to-Value Ratio at origination;
(ix) the Mortgage Rate in effect immediately following the
Cut-off Date;
(x) the date on which the first Monthly Payment was due on the
Mortgage Loan;
(xi) the stated maturity date;
(xii) the amount of the Monthly Payment at origination;
(xiii) the amount of the Monthly Payment as of the Cut-off
Date;
(xiv) the last Due Date on which a Monthly Payment was
actually applied to the unpaid Stated Principal Balance;
(xv) the original principal amount of the Mortgage Loan;
(xvi) the Scheduled Principal Balance of the Mortgage Loan as
of the close of business on the Cut-off Date;
(xvii) a code indicating the purpose of the Mortgage Loan
(i.e., purchase financing, Rate/Term Refinancing, Cash-Out
Refinancing);
(xviii) a code indicating the documentation style (i.e., full,
alternative or reduced);
(xix) a code indicating if the Mortgage Loan is subject to a
Primary Mortgage Insurance Policy;
(xx) the Value of the Mortgaged Property;
(xxi) the sale price of the Mortgaged Property, if applicable;
38
(xxii) the actual unpaid principal balance of the Mortgage
Loan as of the Cut-off Date;
(xxiii) the Servicing Fee Rate;
(xxiv) if such Mortgage Loan is an Adjustable-Rate Mortgage
Loan, the Maximum Mortgage Rate, Minimum Mortgage Rate, Gross Margin,
Index and Periodic Rate Cap;
(xxv) whether such Mortgage Loan has an interest-only period,
and if so, the first Due Date on which Monthly Payments are scheduled
to include principal amortization; and
(xxvi) whether such Mortgage Loan is a Negative Amortization
Mortgage Loan, and if so, the payment cap and recast terms.
The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans in the aggregate as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current principal
balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans; (4) the weighted average maturity of the Mortgage Loans; (5) the
Scheduled Principal Balance of the Mortgage Loans as of the close of business on
the Cut-off Date (not taking into account any Principal Prepayments received on
the Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off
Date. The Mortgage Loan Schedule shall be amended from time to time by the
Depositor in accordance with the provisions of this Agreement. With respect to
any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related
Cut-off Date for such Mortgage Loan, determined in accordance with the
definition of Cut-off Date herein.
"Mortgage Note": The original executed note or other evidence
of the indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 from time to time, and any REO Properties acquired in respect
thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, without regard to
any reduction thereof as a result of a Debt Service Reduction or operation of
the Relief Act. With respect to each Mortgage Loan that becomes an REO Property,
as of any date of determination, the annual rate determined in accordance with
the immediately preceding sentence as of the date such Mortgage Loan became an
REO Property.
"Mortgaged Property": The underlying property securing a
Mortgage Loan, including any REO Property, consisting of an Estate in Real
Property improved by a Residential Dwelling.
"Mortgage IT Mortgage Loans": The mortgage loans originated by
Mortgage IT.
39
"Mortgagor": The obligor on a Mortgage Note.
"Negative Amortization Mortgage Loan": Each Group I Mortgage
Loan identified as such on the Mortgage Loan Schedule.
"Net Deferred Interest": With respect to the Negative
Amortization Mortgage Loans and any Distribution Date, the excess, if any, of
(i) the Deferred Interest that accrued on such Mortgage Loans and was due during
the related Due Period, over (ii) the amount of unscheduled collections of
principal included in the Group I Available Distribution Amount for that
Distribution Date.
"Net WAC Rate": The Net WAC Rate for any Distribution Date and
the Group I Mortgage Loans is a rate per annum equal to the weighted average of
the Expense Adjusted Mortgage Rates of the Group I Mortgage Loans, weighted
based on their principal balances as of the first day of the related Due Period.
The Net WAC Rate for any Distribution Date and the Group II-1 Mortgage Loans is
a rate per annum equal to the weighted average of the Expense Adjusted Mortgage
Rates of the Group II-1 Mortgage Loans, weighted based on their principal
balances as of the first day of the related Due Period. For federal income tax
purposes, the equivalent of the foregoing shall be expressed as the weighted
average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-1B,
weighted on the basis of the Uncertificated Balance of such REMIC II-A Regular
Interest. The Net WAC Rate for any Distribution Date and the Group II-2 Mortgage
Loans is a rate per annum equal to the weighted average of the Expense Adjusted
Mortgage Rates of the Group II-2 Mortgage Loans, weighted based on their
principal balances as of the first day of the related Due Period. For federal
income tax purposes, the equivalent of the foregoing shall be expressed as the
weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular
Interest LT-2B, weighted on the basis of the Uncertificated Balance of such
REMIC II-A Regular Interest. The Net WAC Rate for any Distribution Date and the
Group III Mortgage Loans is a rate per annum equal to the weighted average of
the Expense Adjusted Mortgage Rates of the Group III Mortgage Loans, weighted
based on their principal balances as of the first day of the related Due Period.
"New Lease": Any lease of REO Property entered into on behalf
of REMIC I, REMIC II-A or REMIC III-A, including any lease renewed or extended
on behalf of REMIC I, REMIC II-A or REMIC III-A, if REMIC I, REMIC II-A or REMIC
III-A has the right to renegotiate the terms of such lease.
"Non-Class PO Percentage": With respect to each Mortgage Loan,
100% less the related Class PO Percentage.
"Nonrecoverable P&I Advance": Any P&I Advance previously made
or proposed to be made in respect of a Mortgage Loan or REO Property that, in
the good faith business judgment of the Master Servicer, will not or, in the
case of a proposed P&I Advance, would not be ultimately recoverable from related
late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan
or REO Property as provided herein.
"Non-United States Person": Any Person other than a United
States Person.
40
"Notional Amount": For any date of determination and the Class
III-XS Certificates, an amount equal to the product of (i) the aggregate
Scheduled Principal Balance of the Group III Mortgage Loans that have Expense
Adjusted Mortgage Rates equal to or greater than 7.500% per annum and (ii) a
fraction, the numerator of which is (x) the excess of (A) the weighted average
of the Expense Adjusted Mortgage Rates of the Group III Mortgage Loans that have
Expense Adjusted Mortgage Rates equal to or greater than 7.500% per annum over
(B) 7.500% per annum, and the denominator of which is (y) 7.500% per annum. For
federal income tax purposes, the Class III-XS Certificates will not have a
Notional Amount, but will be entitled to 100% of amounts distributed on REMIC
III-A Regular Interest LT-IO.
"Officers' Certificate": A certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), and by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Seller or the Depositor, as
applicable; with respect to the Master Servicer, any officer who is authorized
to act for the Master Servicer in matters relating to this Agreement, and whose
action is binding upon the Master Servicer, initially including those
individuals whose names appear on the list of authorized officers delivered at
the closing.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor, the Master Servicer
or the Trust Administrator acceptable to the Trustee, if such opinion is
delivered to the Trustee, or reasonably acceptable to the Trust Administrator,
if such opinion is delivered to the Trust Administrator, except that any opinion
of counsel relating to (a) the qualification of any Trust REMIC as a REMIC or
(b) compliance with the REMIC Provisions must be an opinion of Independent
counsel.
"Original Group I Mortgage Loan": Any Mortgage Loans included
in Loan Group I as of the Closing Date.
"Original Group II-1 Mortgage Loan": Any Mortgage Loans
included in Loan Group II-1 as of the Closing Date.
"Original Group II-2 Mortgage Loan": Any Mortgage Loans
included in Loan Group II-2 as of the Closing Date.
"Original Group III Mortgage Loan": Any Mortgage Loans
included in Loan Group III as of the Closing Date.
"Original Mortgage Loan": Any Original Group I Mortgage Loan,
Original Group II-1 Mortgage Loan, Original Group II-2 Mortgage Loan or Original
Group III Mortgage Loan.
"Originator": Countrywide, Quicken, Mortgage IT or Xxxxx Fargo
or, in the case of the Mortgage Loans in Collateral Pool III, another
originator, as applicable.
"Overcollateralized Amount": As to any Distribution Date and
the Group II Class A Certificates and the Group III Class A Certificates, an
amount equal to the Undercollateralized Amount for the unrelated class of Class
A Certificates relating to the same Collateral Pool.
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"Overcollateralized Loan Group": With respect to the Group II
Class A Certificates and the Group III Class A Certificates, as to any
Distribution Date on which there is an Undercollateralized Loan Group within the
related Collateral Pool, the Loan Group or Subgroup within such Collateral Pool
for which there is no Undercollateralized Amount.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
"Pass-Through Rate": With respect to the Class I-A1A
Certificates, the Class I-A1B Certificates and the Group I Subordinate
Certificates and any Distribution Date the Net WAC Rate for the Group I Mortgage
Loans for such Distribution Date.
With respect to the Group I-R Certificates and the first
Distribution Date, the Net WAC Rate for the Group I Mortgage Loans for such
Distribution Date.
With respect to the Class II-A1A Certificates and Class II-A1B
Certificates and any Distribution Date, the Net WAC Rate for the Group II-1
Mortgage Loans for such Distribution Date.
With respect to the Class II-A2A Certificates and Class II-A2B
Certificates and any Distribution Date, the Net WAC Rate for the Group II-2
Mortgage Loans for such Distribution Date.
With respect to each class of Group II Subordinate
Certificates and any Distribution Date, the related Subordinate Net WAC Rate for
such Distribution Date.
With respect to the Class II-R Certificates and the first
Distribution Date, the Net WAC Rate for the Group II-2 Mortgage Loans for such
Distribution Date.
With respect to the Class III-A1 Certificates and the Class
III-R Certificates for any Distribution Date, 6.50% per annum.
With respect to the Class III-A2 Certificates for any
Distribution Date, 7.50% per annum.
With respect to the Class III-XS Certificates and any
Distribution Date, 7.50%. For federal income tax purposes, the Class III-XS
Certificates will not have a Pass-Through Rate, but will be entitled to 100% of
amounts distributed on REMIC III-A Regular Interest LT-IO.
The Class III-PO Certificates shall have a Pass-Through Rate
of 0.00% per annum and shall not be entitled to any distributions of interest.
With respect to each class of Group III Subordinate
Certificates and any Distribution Date, the related Subordinate Net WAC Rate for
such Distribution Date.
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With respect to the Class III-R Certificates and any
Distribution Date, 6.50% per annum.
"Paying Agent": Citibank, or its successor in interest, or any
successor paying agent appointed as herein provided.
"Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth
in the related Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from
the Mortgage Rate in effect immediately prior to such Adjustment Date.
"Percentage Interest": With respect to any Class of
Certificates, the portion of the respective Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the initial Certificate
Principal Balance or Notional Amount represented by such Certificate, and the
denominator of which is the initial aggregate Certificate Principal Balance or
Notional Amount of all of the Certificates of such Class. The Book-Entry
Certificates are issuable only in Percentage Interests corresponding to initial
Certificate Principal Balances or Notional Amounts of $100,000 and integral
multiples of $1.00 in excess thereof. The Private Certificates are issuable only
in Percentage Interests corresponding to the initial Certificate Principal
Balances of $100,000 and integral multiples of $1.00 in excess thereof;
provided, however, that a single Certificate of each such Class of Certificates
may be issued having a Percentage Interest corresponding to the remainder of the
aggregate initial Certificate Principal Balance of such Class or to an otherwise
authorized denomination for such Class plus such remainder. The Residual
Certificates are issuable only in Percentage Interests of 20% and multiples
thereof.
"Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued by the Depositor, the Master Servicer, the Trustee,
the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Trust
Administrator or any of their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States or
any agency or instrumentality thereof, provided such obligations are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original maturity of
not more than 90 days and, in the case of bankers' acceptances, shall
in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States
dollars and issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
43
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the United
States of America or any state thereof and that are rated by the Rating
Agencies in its highest long-term unsecured rating category at the time
of such investment or contractual commitment providing for such
investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand
or on a specified date not more than 30 days after the date of
acquisition thereof) that is rated by the Rating Agencies in its
highest short-term unsecured debt rating available at the time of such
investment;
(vi) units of money market funds, including money market funds
advised by the Trustee, the Trust Administrator or an Affiliate of
either of them, that have been rated "AAA" by S&P and "Aaa" by Moody's
and in the highest rating category by Fitch if rated by Fitch; and
(vii) if previously confirmed in writing to the Master
Servicer, the Trustee and the Trust Administrator, any other demand,
money market or time deposit, or any other obligation, security or
investment, as may be acceptable to the Rating Agencies as a permitted
investment of funds backing securities having ratings equivalent to its
highest initial rating of the Senior Certificates;
provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.
"Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified Organization or Non-United States Person.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"P&I Advance": As to any Mortgage Loan or REO Property, any
advance made by the Master Servicer in respect of any Distribution Date pursuant
to Section 4.03.
"Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including individual retirement accounts and annuities,
Xxxxx plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.
"Prepayment Assumption": A prepayment rate for the Group I
Mortgage Loans and Group II Mortgage Loans of 25% CPR and a prepayment rate for
the Group III Mortgage Loans of 30% CPR. The Prepayment Assumption is used
solely for determining the accrual of
44
original issue discount on the Certificates for federal income tax purposes. A
CPR (or Constant Prepayment Rate) represents an annualized constant assumed rate
of prepayment each month of a pool of mortgage loans relative to its outstanding
principal balance for the life of such pool.
"Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was during the related Prepayment
Period the subject of a Principal Prepayment in full or in part that was applied
by the Master Servicer to reduce the outstanding principal balance of such loan
on a date preceding the Due Date in the succeeding Prepayment Period, an amount
equal to interest at the applicable Mortgage Loan Remittance Rate on the amount
of such Principal Prepayment for the number of days commencing on the date on
which the prepayment is applied and ending on the last day of the related
Prepayment Period. The obligations of the Master Servicer in respect of any
Prepayment Interest Shortfall are set forth in Section 3.24.
"Prepayment Period": With respect to any Distribution Date,
the calendar month preceding the calendar month in which such Distribution Date
occurs.
"Primary Mortgage Insurance Policy": Each primary policy of
mortgage guaranty insurance in effect as represented in the Mortgage Loan
Purchase Agreement and as so indicated on the Mortgage Loan Schedule, or any
replacement policy therefor obtained by the Master Servicer or any Sub-Servicer
pursuant to Section 3.13.
"Prime Rate": The lesser of (i) the per annum rate of
interest, publicly announced from time to time by Chase Manhattan Bank at its
principal office in the City of New York, as its prime or base lending rate (any
change in such rate of interest to be effective on the date such change is
announced by Chase Manhattan Bank) and (ii) the maximum rate permissible under
applicable usury or similar laws limiting interest rates.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or months
subsequent to the month of prepayment.
"Private Certificates": Any Class I-B4 Certificate, Class I-B5
Certificate, Class I- B6 Certificate, Class II-B4 Certificate, Class II-B5
Certificate, Class II-B6 Certificate and Class III-B2 Certificate.
"Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03 or
Section 9.01, and as confirmed by an Officers' Certificate from the Master
Servicer to the Trustee and the Trust Administrator, an amount equal to the sum
of: (i) 100% of the Stated Principal Balance thereof as of the date of purchase
(or such other price as provided in Section 9.01), (ii) in the case of (x) a
Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable Mortgage Loan Remittance Rate in effect from time to time from the
Due Date as to which interest was last covered by a payment by the Mortgagor or
an advance by the Master Servicer, which payment or advance had as of the date
of purchase been distributed pursuant to Section 4.01, through the end of the
calendar month in which the purchase is to be effected, and (y) an REO Property,
the sum
45
of (1) accrued interest on such Stated Principal Balance at the applicable
Mortgage Loan Remittance Rate in effect from time to time from the Due Date as
to which interest was last covered by a payment by the Mortgagor or an advance
by the Master Servicer through the end of the calendar month immediately
preceding the calendar month in which such REO Property was acquired, plus (2)
REO Imputed Interest for such REO Property for each calendar month commencing
with the calendar month in which such REO Property was acquired and ending with
the calendar month in which such purchase is to be effected, minus the total of
all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances
that as of the date of purchase had been distributed as or to cover REO Imputed
Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing Advances and
P&I Advances and any unpaid Servicing Fees and Administration Fees allocable to
such Mortgage Loan or REO Property; (iv) any amounts previously withdrawn from
the Collection Account in respect of such Mortgage Loan or REO Property pursuant
to Sections 3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses incurred or to
be incurred by the Trust Fund in respect of the breach or defect giving rise to
the purchase obligation including any costs and damages incurred by the Trust
Fund in connection with any violation of any predatory or abusive lending law
with respect to the related Mortgage Loan.
"Qualified Insurer": Any insurer which meets the requirements
of Xxxxxx Xxx and Xxxxxxx Mac.
"Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, not in excess of the Scheduled
Principal Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) have a Mortgage Rate
not less than (and not more than one percentage point in excess of) the Mortgage
Rate of the Deleted Mortgage Loan, (iii) have a Maximum Mortgage Rate not less
than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) have a Minimum
Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
Loan, (v) have a Gross Margin equal to the Gross Margin of the Deleted Mortgage
Loan, (vi) have a next Adjustment Date not more than two months later than the
next Adjustment Date on the Deleted Mortgage Loan, (vii) be covered under a
Primary Mortgage Insurance Policy if such Qualified Substitute Mortgage Loan has
a Loan-to-Value Ratio in excess of 80% and the Deleted Mortgage Loan was covered
by a Primary Mortgage Insurance Policy, (viii) have a remaining term to maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan, (ix) have the same Due Date as the Due Date on the Deleted
Mortgage Loan, (x) have a Loan-to-Value Ratio as of the date of substitution
equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as
of such date, (xi) [intentionally omitted]; and (xii) conform to each
representation and warranty set forth in Section 6 of the Mortgage Loan Purchase
Agreement applicable to the Deleted Mortgage Loan. In the event that one or more
mortgage loans are substituted for one or more Deleted Mortgage Loans, the
amounts described in clause (i) hereof shall be determined on the basis of
aggregate principal balances, the Mortgage Rates described in clause (ii) hereof
shall be determined on the basis of weighted average Mortgage Rates, the terms
described in clause (viii) shall be determined on the basis of weighted average
remaining terms to maturity, the Loan-to-Value Ratios described in clause (x)
hereof shall be satisfied as to each such mortgage loan and,
46
except to the extent otherwise provided in this sentence, the representations
and warranties described in clause (xii) hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.
"Quicken": Quicken Loans Inc. or its successor in interest.
"Quicken Mortgage Loans": The Mortgage Loans originated by
Quicken.
"Rate/Term Refinancing": A Refinanced Mortgage Loan, the
proceeds of which are not in excess of the existing first mortgage loan on the
related Mortgaged Property and related closing costs, and were used exclusively
to satisfy the then existing first mortgage loan of the Mortgagor on the related
Mortgaged Property and to pay related closing costs.
"Rating Agencies": S&P, Xxxxx'x and Fitch or their successors.
If such agencies or their successors are no longer in existence, the "Rating
Agencies" shall be such nationally recognized statistical rating agencies, or
other comparable Persons, designated by the Depositor, written notice of which
designation shall be given to the Trustee, the Trust Administrator, the Paying
Agent, the Authenticating Agent, the Certificate Registrar and the Master
Servicer.
"Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has been made, an amount (not less than
zero) equal to (i) the unpaid principal balance of such Mortgage Loan as of the
commencement of the calendar month in which the Final Recovery Determination was
made, plus (ii) accrued interest from the Due Date as to which interest was last
paid by the Mortgagor through the end of the calendar month in which such Final
Recovery Determination was made, calculated in the case of each calendar month
during such period (A) at an annual rate equal to the annual rate at which
interest was then accruing on such Mortgage Loan and (B) on a principal amount
equal to the Stated Principal Balance of such Mortgage Loan as of the close of
business on the Distribution Date during such calendar month, plus (iii) any
amounts previously withdrawn from the Collection Account in respect of such
Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv)
the proceeds, if any, received in respect of such Mortgage Loan prior to the
date such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Master Servicer with respect to such Mortgage Loan pursuant to
Section 3.11(a)(iii).
With respect to any REO Property as to which a Final Recovery
Determination has been made an amount (not less than zero) equal to (i) the
unpaid principal balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of any REMIC, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month that occurs during the Prepayment Period in which such Final
Recovery Determination was made, plus (iv) any
47
amounts previously withdrawn from the Collection Account in respect of the
related Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus
(v) the aggregate of all Servicing Advances made by the Master Servicer in
respect of such REO Property or the related Mortgage Loan (without duplication
of amounts netted out of the rental income, Insurance Proceeds and Liquidation
Proceeds described in clause (vi) below) and any unpaid Servicing Fees and
unpaid Administration Fees for which the Master Servicer has been or, in
connection with such Final Recovery Determination, will be reimbursed pursuant
to Section 3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds
and Liquidation Proceeds received in respect of such REO Property, minus (v) the
total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, will be transferred to the Distribution
Account pursuant to Section 3.23.
With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the portion, if any, of the reduction in
each affected Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a court of competent jurisdiction. Each such Realized Loss shall be
deemed to have been incurred on the Due Date for each affected Monthly Payment.
"Record Date": With respect to each Distribution Date and any
Certificate, the last Business Day of the month immediately preceding the month
in which such Distribution Date occurs.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related Mortgaged Property.
"Regular Certificate": Any Senior Certificate or Subordinate
Certificate.
"Regular Interest": A "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the Code.
"Relief Act": The Servicemembers Civil Relief Act, as amended.
"Relief Act Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan, any reduction in the amount of interest
collectible on such Mortgage Loan for the most recently ended calendar month as
a result of the application of the Relief Act.
"REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
"REMIC I": As defined in the Preliminary Statement.
"REMIC II-A": As defined in the Preliminary Statement.
"REMIC II-A Regular Interests": The REMIC II-A Regular
Interests, as set forth in the Preliminary Statement.
48
"REMIC II-A Remittance Rate": With respect to REMIC II-A
Regular Interest LT-1A, REMIC II-A Regular Interest LT-2A and REMIC II-A Regular
Interest LT-ZZZ, the weighted average of the Expense Adjusted Mortgage Rates of
the Group II Mortgage Loans, weighted based on their principal balances as of
the first day of the related Due Period. With respect to REMIC II-A Regular
Interest LT-1B, the weighted average of the Expense Adjusted Mortgage Rates of
the Group II-1 Mortgage Loans, weighted based on their principal balances as of
the first day of the related Due Period. With respect to REMIC II-A Regular
Interest LT-2B and REMIC II-A Regular Interest LT-R, the weighted average of the
Expense Adjusted Mortgage Rates of the Group II-2 Mortgage Loans, weighted based
on their principal balances as of the first day of the related Due Period.
"REMIC II-A Subordinated Balance Ratio": The ratio among the
Uncertificated Balances of each REMIC II-A Regular Interest ending with the
designation "A", equal to the ratio between, with respect to each such REMIC
II-A Regular Interest, the excess of (x) the aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of Senior Certificates in the related Loan Group.
"REMIC II-B": As defined in the Preliminary Statement.
"REMIC III-A": As defined in the Preliminary Statement.
"REMIC III-A Regular Interests": The REMIC III-A Regular
Interests, as set forth in the Preliminary Statement.
"REMIC III-A Remittance Rate": With respect to REMIC III-A
Regular Interest LT-1SUB, REMIC III-A Regular Interest LT-R and REMIC III-A
Regular Interest LT-1ZZZ, 6.50% per annum. With respect to REMIC III-A Regular
Interest LT-2SUB and REMIC III-A Regular Interest LT-2ZZZ, 7.50% per annum. With
respect to REMIC III-A Regular Interest LT-PO, 0.00% per annum. With respect to
REMIC III-A Regular Interest LT-IO, the weighted average of the Stripped
Interest Rates.
"REMIC III-A Subordinated Balance Ratio": The ratio among the
Uncertificated Balances of each REMIC III-A Regular Interest ending with the
designation "A", equal to the ratio between, with respect to each such REMIC
III-A Regular Interest, the excess of (x) the aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of Senior Certificates in the related Loan Group.
"REMIC III-B": as defined in the Preliminary Statement.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Section
860A through 860G of the Code, and related provisions, and proposed, temporary
and final regulations and published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to time.
49
"REMIC Regular Interest": Any REMIC II-A Regular Interest or
REMIC III-A Regular Interest.
"Remittance Report": A report in form and substance
acceptable to the Trust Administrator and the Trustee prepared by the Master
Servicer pursuant to Section 4.03 with such additions, deletions and
modifications as agreed to by the Trustee, the Trust Administrator and the
Master Servicer.
"Rents from Real Property": With respect to any REO Property,
gross income of the character described in Section 856(d) of the Code as being
included in the term "rents from real property."
"REO Account": The account or accounts maintained by the
Master Servicer in respect of an REO Property pursuant to Section 3.23.
"REO Disposition": The sale or other disposition of an REO
Property on behalf of any Trust REMIC.
"REO Imputed Interest": As to any REO Property, for any
calendar month during which such REO Property was at any time part of REMIC I,
REMIC II-A or REMIC III-A, one month's interest at the applicable Mortgage Loan
Remittance Rate on the Stated Principal Balance of such REO Property (or, in the
case of the first such calendar month, of the related Mortgage Loan if
appropriate) as of the close of business on the Distribution Date in such
calendar month.
"REO Property": A Mortgaged Property acquired by the Master
Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of
foreclosure, as described in Section 3.23.
"Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E attached hereto.
"Residential Dwelling": Any one of the following: (i) an
attached or detached one- family dwelling, (ii) a detached two- to four-family
dwelling, (iii) a one-family dwelling unit in a Xxxxxx Xxx eligible condominium
project, or (iv) a detached one-family dwelling in a planned unit development,
none of which is a co-operative, mobile or manufactured home (as defined in 00
Xxxxxx Xxxxxx Code, Section 5402(6)).
"Residual Certificate": Any one of the Class I-R Certificates,
Class II-R Certificates or Class III-R Certificates.
"Residual Interest": The sole class of "residual interests" in
a REMIC within the meaning of Section 860G(a)(2) of the Code.
"Responsible Officer": When used with respect to the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent, the President, any vice president, any assistant vice president, the
Secretary, any assistant secretary, the Treasurer, any assistant treasurer, any
trust officer or assistant trust officer, the Controller and any assistant
50
controller or any other officer thereof customarily performing functions similar
to those performed by any of the above designated officers and, with respect to
a particular matter relating to this Agreement, to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject. When used with respect to the Trustee, any officer of the Trustee with
direct responsibility for the administration of this Agreement and, with respect
to a particular matter relating to this Agreement, to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.
"Scheduled Principal Balance": With respect to any Mortgage
Loan: (a) as of the Cut-off Date, the outstanding principal balance of such
Mortgage Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any Due Date
subsequent to the Cut-off Date up to and including the Due Date in the calendar
month in which a Liquidation Event occurs with respect to such Mortgage Loan,
the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date,
minus the sum of (i) the principal portion of each Monthly Payment due on or
before such Due Date but subsequent to the Cut-off Date, whether or not
received, (ii) all Principal Prepayments received before such Due Date but after
the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and
Insurance Proceeds received before such Due Date but after the Cut-off Date, net
of any portion thereof that represents principal due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on which such proceeds were received and
(iv) any Realized Loss incurred with respect thereto as a result of a Deficient
Valuation occurring before such Due Date, but only to the extent such Realized
Loss represents a reduction in the portion of principal of such Mortgage Loan
not yet due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of
any Due Date subsequent to the date of its acquisition on behalf of the Trust
Fund up to and including the Due Date in the calendar month in which a
Liquidation Event occurs with respect to such REO Property, an amount (not less
than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan
as of the Due Date in the calendar month in which such REO Property was acquired
minus the principal portion of each Monthly Payment that would have become due
on such related Mortgage Loan after such REO Property was acquired if such
Mortgage Loan had not been converted to an REO Property; and (b) as of any Due
Date subsequent to the occurrence of a Liquidation Event with respect to such
REO Property, zero.
"Seller": Citigroup Global Markets Realty Corp. or its
successor in interest, in its capacity as seller under the Mortgage Loan
Purchase Agreement.
"Senior Certificate": Any Group I Senior Certificate, Group II
Senior Certificate or Group III Senior Certificate.
"Senior Percentage": The Group I Senior Percentage, the Group
II-1 Senior Percentage, the Group II-2 Senior Percentage, the Subgroup III-A1
Senior Percentage and the Subgroup III-A2 Senior Percentage.
51
"Senior Prepayment Percentage": The Group I Senior Prepayment
Percentage, the Group II-1 Senior Prepayment Percentage, the Group II-2 Senior
Prepayment Percentage, the Subgroup III-A1 Senior Prepayment Percentage and the
Subgroup III-A2 Senior Prepayment Percentage, as applicable.
"Senior Principal Distribution Amount": For any Distribution
Date and the Class A Certificates relating to any Loan Group and/or Subgroup, as
applicable, an amount equal to the lesser of (i) the Group I Available
Distribution Amount, the Group II-1 Available Distribution Amount, the Group
II-2 Available Distribution Amount, the Subgroup III-A1 Available Distribution
Amount or the Subgroup III-A2 Available Distribution Amount, as applicable,
remaining after distribution of the related Senior Interest Distribution Amount
and, in the case of the Subgroup III-A1 Available Distribution Amount and the
Subgroup III-A2 Available Distribution Amount, the Class PO Principal
Distribution Amount and (ii) the sum of:
(a) the product of (x) the then-applicable related Senior
Percentage and (y) the sum of the following:
(i) the related Non-Class PO Percentage of the aggregate of
the principal portions of all Monthly Payments due during the
related Due Period in respect of the related Mortgage Loans or
Mortgage Loan Components, as applicable, whether or not
received;
(ii) the related Non-Class PO Percentage of the principal
portion of all Insurance Proceeds, Subsequent Recoveries and
Liquidation Proceeds (other than amounts described in clause
(c) below) received in respect of the related Mortgage Loans
or Mortgage Loan Components, as applicable, during the related
Prepayment Period (other than any related Mortgage Loan or
Mortgage Loan Component that was purchased, sold or replaced
pursuant to or as contemplated by Section 2.03 or Section 9.01
during the related Prepayment Period), net of any portion
thereof that represents a recovery of principal for which an
advance was made by the Master Servicer pursuant to Section
4.03 in respect of a preceding Distribution Date;
(iii) the related Non-Class PO Percentage of the Stated
Principal Balance (calculated immediately prior to such
Distribution Date) of each related Mortgage Loan or Mortgage
Loan Component, as applicable, that was purchased, sold or
replaced pursuant to or as contemplated by Section 2.03 or
Section 9.01 during the related Prepayment Period;
(iv) [reserved];
(v) in connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more Deleted
Mortgage Loans in the related Loan Group or Subgroup pursuant
to Section 2.03 during the related Prepayment Period, the
excess, if any, of (A) the aggregate of the related Non-Class
PO Percentage of the Stated Principal Balances (calculated as
of the respective dates
52
of substitution) of such Deleted Mortgage Loans, net of the
aggregate of the related Non-Class PO Percentage of the
principal portions of the Monthly Payments due during the
related Prepayment Period (to the extent received from the
related Mortgagor or advanced by the related Servicer and
distributed pursuant to Section 4.01 on the Distribution Date
in the related Prepayment Period) in respect of each such
Deleted Mortgage Loan that was replaced prior to the
Distribution Date in the related Prepayment Period, over (B)
the aggregate of the related Non-Class PO Percentage of the
Stated Principal Balances (calculated as of the respective
dates of substitution) of such Qualified Substitute Mortgage
Loans;
(b) the product of (x) the then-applicable related Senior
Prepayment Percentage and (y) the related Non-Class PO Percentage of all
Principal Prepayments received in respect of the related Mortgage Loans or
Mortgage Loan Components, as applicable, during the related Prepayment Period;
(c) with respect to any related Mortgage Loan or Mortgage Loan
Component, as applicable, which was the subject of a Final Recovery
Determination in the related Prepayment Period, the least of (a) the
then-applicable related Senior Prepayment Percentage of the Non-Class PO
Percentage multiplied by the net Liquidation Proceeds and Insurance Proceeds
allocable to principal in respect of such Mortgage Loan or Mortgage Loan
Component, as applicable, (b) the then-applicable related Senior Percentage of
the Non-Class PO Percentage multiplied by the Scheduled Principal Balance of the
related Mortgage Loan or Mortgage Loan Component at the time of such Final
Recovery Determination; and (c) the principal portion of all amounts collected
in connection with such a Final Recovery Determination to the extent not
distributed to the related Class PO Certificates;
(d) in the case of any Distribution Date subsequent to the
initial Distribution Date, an amount equal to the excess, if any, of the amounts
calculated pursuant to clauses (a), (b) and (c) above for the immediately
preceding Distribution Date, over the aggregate distributions of principal made
in respect of the related Class or Classes of Class A Certificates on such
immediately preceding Distribution Date pursuant to Section 4.01 to the extent
that any such amounts are not attributable to Realized Losses which were
allocated to the related Subordinate Certificates pursuant to Section 4.04; and
(e) with respect to Class A Certificates relating to
Collateral Pool III, any Group III Class A Principal Adjustment Amount, so long
as the Subordination Test has not been met with respect to such Distribution
Date.
"Servicing Account": The account or accounts created and
maintained pursuant to Section 3.09.
"Servicing Advances": The reasonable "out-of-pocket" costs and
expenses incurred by the Master Servicer in connection with a default,
delinquency or other unanticipated event by the Master Servicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
in respect of a particular
53
Mortgage Loan, including any expenses incurred in relation to any such
proceedings that result from the Mortgage Loan being registered on the MERS
System, (iii) the management (including reasonable fees in connection therewith)
and liquidation of any REO Property, and (iv) the performance of its obligations
under Section 3.01, Section 3.09, Section 3.13, Section 3.14, Section 3.16 and
Section 3.23. The Master Servicer shall not be required to make any Servicing
Advance in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the Master Servicer, would not be ultimately recoverable
from related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or
REO Property as provided herein.
"Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one month's interest (or in the event of
any payment of interest which accompanies a Principal Prepayment in full made by
the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the applicable Servicing Fee Rate on the
same principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.
"Servicing Fee Rate": With respect to each Mortgage Loan, the
rate per annum not less than 0.25% per annum and not greater than 0.50% per
annum set forth as the Servicing Fee Rate thereon in the Mortgage Loan Schedule.
"Servicing Officer": Any employee of the Master Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans, whose name appear on a list of Servicing Officers furnished by
the Master Servicer to the Trustee, the Trust Administrator and the Depositor on
the Closing Date, as such list may from time to time be amended.
"Single Certificate": With respect to any Class of
Certificates (other than the Class III-XS Certificates and the Residual
Certificates), a hypothetical Certificate of such Class evidencing a Percentage
Interest for such Class corresponding to an initial Certificate Principal
Balance of $1,000. With respect to the Residual Certificates, a hypothetical
Certificate of such Class evidencing a 20% Percentage Interest in such Class.
"Special Hazard Amount": For Collateral Pool I, initially an
amount equal to $2,978,180. For Collateral Pool II, initially an amount equal to
$2,345,415. For Collateral Pool III, initially an amount equal to $1,894,598. As
of each anniversary of the Cut-off Date, for any Collateral Pool the Special
Hazard Amount shall equal the lesser of (i) the Special Hazard Amount on the
immediately preceding anniversary of the Cut-off Date less the sum of all
amounts allocated to the related Subordinate Certificates in respect of Special
Hazard Losses on the related Mortgage Loans during such year and (ii) the
related Adjustment Amount for such anniversary. After the Certificate Principal
Balances of the related Subordinate Certificates are reduced to zero, the
Special Hazard Amount will be zero.
"Special Hazard Loss": Any Realized Loss or portion thereof
not in excess of the lesser of the cost of repair or replacement of a Mortgaged
Property suffered by such Mortgaged Property by reason of damage caused by
certain hazards (including earthquakes, mudflows, and, to a limited extent,
floods) not insured against under the hazard insurance policies or fire or flood
54
insurance policies required to be maintained in respect of such Mortgaged
Property pursuant to Section 3.14, or by reason of the application of any
co-insurance provision. Special Hazard Losses shall not include any
Extraordinary Loss or any of the following:
(i) wear and tear, deterioration, rust or corrosion, mold, wet
or dry rot; inherent vice or latent defect; animals, birds, vermin,
insects;
(ii) smog, smoke, vapor, liquid or dust discharge from
agricultural or industrial operations; pollution; contamination;
(iii) settling, subsidence, cracking, shrinkage, bulging or
expansion of pavements, foundations, walls, floors, roofs or ceilings;
and
(iv) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues and then
only for the ensuing loss.
"S&P": Standard & Poor's Ratings Services, a division of the
XxXxxx-Xxxx Companies, Inc., or its successor in interest.
"Startup Day": With respect to any Trust REMIC, the day
designated as such pursuant to Section 10.01(b) hereof.
"Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution
Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the Scheduled Principal Balance of such
Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule,
minus the sum of (i) the principal portion of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date, to the extent received from the Mortgagor
or advanced by the Master Servicer and distributed pursuant to Section 4.01 on
or before such date of determination, (ii) all Principal Prepayments received
after the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or
before such date of determination, (iii) all Liquidation Proceeds and Insurance
Proceeds applied by the Master Servicer as recoveries of principal in accordance
with the provisions of Section 3.16, to the extent distributed pursuant to
Section 4.01 on or before such date of determination, and (iv) any Realized Loss
incurred with respect thereto as a result of a Deficient Valuation made during
or prior to the Prepayment Period for the most recent Distribution Date
coinciding with or preceding such date of determination; and (b) as of any date
of determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, zero. With respect to any REO Property: (a) as of any date
of determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of the Trust Fund, minus, the principal portion of
Monthly Payments that would have become due on such related Mortgage Loan after
such REO Property was acquired if such Mortgage Loan had not been converted to
an REO Property, to the extent advanced by the Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination; and (b) as of
any date of determination coinciding with or subsequent to the Distribution Date
on
55
which the proceeds, if any, of a Liquidation Event with respect to such REO
Property would be distributed, zero.
"Stayed Funds": If the Master Servicer is the subject of a
proceeding under the federal Bankruptcy Code and the making of a any payment
required to be made under the terms of the Certificates and this Agreement is
prohibited by Section 362 of the federal Bankruptcy Code, funds which are in the
custody of the Master Servicer, a trustee in bankruptcy or a federal bankruptcy
court and should have been the subject of such Remittance absent such
prohibition.
"Stripped Interest Rate": With respect to any Group III
Mortgage Loan, the excess, if any, of the Expense Adjusted Mortgage Rate minus
7.500% per annum.
"Subgroup": Any of Subgroup III-A1 or Subgroup III-A2.
"Subgroup III-A1": The Group III Mortgage Loan subgroup that
includes all Group III Mortgage Loans with an Expense Adjusted Mortgage Rate
less than or equal to 6.500% and Mortgage Loan Components representing a portion
of all Group III Mortgage Loans, based on the Applicable Fractions of such
Mortgage Loans, with an Expense Adjusted Mortgage Rate greater than 6.500% per
annum and less than 7.500% per annum.
"Subgroup III-A1 Available Distribution Amount": With respect
to any Distribution Date, an amount equal to the excess of (i) the sum
attributable to the related Mortgage Loans and Mortgage Loan Components of (a)
the aggregate of the Monthly Payments due on or before the Due Date relating to
such Distribution Date and received by the Master Servicer (or a Sub-Servicer on
its behalf) on or prior to the related Determination Date, after deduction of
the applicable Servicing Fee and the Administration Fee (b) Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases
of and substitutions for related Mortgage Loans and Mortgage Loan Components,
Subsequent Recoveries and other unscheduled of principal and interest in respect
of the related Mortgage Loans and Mortgage Loan Components or related REO
Properties received by the Servicer during the related Prepayment Period
(exclusive of any prepayment charges, penalties or premiums), (c) the aggregate
of any amounts on deposit in the Distribution Account representing Compensating
Interest Payment paid by the Master Servicer in respect of related Prepayment
Interest Shortfalls relating to Principal Prepayments that occurred during the
related Prepayment Period and (d) the aggregate of any P&I Advances made by the
Master Servicer for such Distribution Date over (ii) the sum attributable to or
allocable to such Mortgage Loans of (a) amounts reimbursable to the Depositor,
the Master Servicer, the Trustee, the Trust Administrator, Citibank or a
Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in
respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the
items set forth in clauses (i)(a) through (i)(d) above deposited in the
Collection Account or the Distribution Account in respect of the items set forth
in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any
amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted
hereunder to be retained by the Master Servicer or to be withdrawn by the Master
Servicer from the Collection Account pursuant to Section 3.18.
Notwithstanding the foregoing, the Group III-A1 Available
Distribution Amount for any Distribution Date shall be increased (in the case of
an Undercollateralized Subgroup with
56
respect to Subgroup III-A1) or decreased (in the case of an Overcollateralized
Subgroup with respect to Subgroup III-A1) by any applicable Diverted Interest
Amount or Group III Class A Principal Adjustment Amount, in each case for such
Distribution Date.
"Subgroup III-A1 Overcollateralized Amount": With respect to
any Distribution Date on which an Overcollateralized Amount exists, the excess,
if any, of (i) the sum of (a) the aggregate of the Non-Class PO Percentages of
the Scheduled Principal Balances of the Mortgage Loans and Mortgage Loan
Components in Subgroup III-A1 plus (b) the aggregate of the Non-Class PO
Percentages of the Scheduled Principal Balances of the REO Properties related to
the Mortgage Loans and Mortgage Loan Components in Subgroup III-A1 over (ii) the
aggregate Certificate Principal Balance of the Class III-A1 Certificates
immediately after payment of the related Senior Principal Distribution Amount,
in each case, after scheduled and unscheduled payments in respect of principal
were received or advanced.
"Subgroup III-A1 Senior Percentage": With respect to any
Distribution Date and the Class III-A1 Certificates, the lesser of (a) 100% and
(b) a fraction, expressed as a percentage, the numerator of which is the excess,
if any, of the aggregate Certificate Principal Balance of the Class III-A1
Certificates for such Distribution Date over the aggregate amount, if any,
payable to the Holders of the Class III-A1 Certificates on such date pursuant to
clause (d) of the definition of "Senior Principal Distribution Amount," and the
denominator of which is the sum of (i) the aggregate of the Non-Class PO
Percentages of the Scheduled Principal Balances of the Mortgage Loans and
Mortgage Loan Components in Subgroup III-A1, plus (ii) the aggregate of the
Non-Class PO Percentages of the Scheduled Principal Balances of the REO
Properties related to the Mortgage Loans and Mortgage Loan Components in
Subgroup III-A1, in each case before reduction for any Realized Losses on such
Distribution Date.
"Subgroup III-A1 Senior Prepayment Percentage": With respect
to any Distribution Date within the range indicated below and the Class III-A1
Certificates, the percentage as indicated below:
Distribution Date Senior Prepayment Percentage
April 2005 through March 2010 100%
April 2010 through March 2011 Subgroup III-A1 Senior Percentage plus 70%
of the Subgroup III-A1 Subordinate
Percentage
April 2011 through March 2012 Subgroup III-A1 Senior Percentage plus 60%
of the Subgroup III-A1 Subordinate
Percentage
April 2012 through March 2013 Subgroup III-A1 Senior Percentage plus 40%
of the Subgroup III-A1 Subordinate
Percentage
April 2013 through March 2014 Subgroup III-A1 Senior Percentage plus 20%
of the Subgroup III-A1 Subordinate
Percentage
April 2014 and thereafter Subgroup III-A1 Senior Percentage
PROVIDED, HOWEVER, no reduction to the Subgroup III-A1 Senior Prepayment
Percentage described above shall be made as of any Distribution Date unless (i)
the outstanding principal balance of the Group III Mortgage Loans delinquent 60
days or more (including REO Properties
57
and Mortgage Loans in foreclosure) averaged over the last six months does not
exceed 50% of the sum of the then current Certificate Principal Balances of the
related Subordinate Certificates and (ii) Realized Losses on the Group III
Mortgage Loans to date are less than the then applicable Trigger Amount.
On any Distribution Date on which the conditions in either of
clauses (i) or (ii) above are not met, the Subgroup III-A1 Senior Prepayment
Percentage will be the greater of (x) the Subgroup III-A1 Senior Prepayment
Percentage for such Distribution Date or (y) the Subgroup III-A1 Senior
Prepayment Percentage for the immediately preceding Distribution Date.
On any Distribution Date on which the Aggregate Senior
Percentage for Collateral Pool III exceeds the initial Aggregate Senior
Percentage for Collateral Pool III, the Subgroup III-A1 Senior Prepayment
Percentage shall be 100%.
Upon reduction of the Certificate Principal Balance of the
Class III-A1 Certificates to zero, the Subgroup III-A1 Senior Prepayment
Percentage shall equal 0%.
"Subgroup III-A1 Subordinate Percentage": 100% minus the
Subgroup III-A1 Senior Percentage.
"Subgroup III-A1 Subordinate Prepayment Percentage": 100%
minus the Subgroup III-A1 Senior Prepayment Percentage.
"Subgroup III-A2": The Group III Mortgage Loan subgroup that
includes all Group III Mortgage Loans with an Expense Adjusted Mortgage Rate
greater than or equal to 7.500% and Mortgage Loan Components representing a
portion of all Group III Mortgage Loans, based on the Applicable Fractions of
such Mortgage Loans, with an Expense Adjusted Mortgage Rate greater than 6.500%
per annum and less than 7.500% per annum.
"Subgroup III-A2 Available Distribution Amount": With respect
to any Distribution Date, an amount equal to the excess of (i) the sum
attributable to the related Mortgage Loans and Mortgage Loan Components of (a)
the aggregate of the Monthly Payments due on or before the Due Date relating to
such Distribution Date and received by the Master Servicer (or a Sub-Servicer on
its behalf) on or prior to the related Determination Date, after deduction of
the applicable Servicing Fee and the Administration Fee (b) Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases
of and substitutions for related Mortgage Loans and Mortgage Loan Components,
Subsequent Recoveries and other unscheduled of principal and interest in respect
of the related Mortgage Loans and Mortgage Loan Components or related REO
Properties received by the Servicer during the related Prepayment Period
(exclusive of any prepayment charges, penalties or premiums), (c) the aggregate
of any amounts on deposit in the Distribution Account representing Compensating
Interest Payment paid by the Master Servicer in respect of related Prepayment
Interest Shortfalls relating to Principal Prepayments that occurred during the
related Prepayment Period and (d) the aggregate of any P&I Advances made by the
Master Servicer for such Distribution Date over (ii) the sum attributable to or
allocable to such Mortgage Loans of (a) amounts reimbursable to the
58
Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank
or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in
respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the
items set forth in clauses (i)(a) through (i)(d) above deposited in the
Collection Account or the Distribution Account in respect of the items set forth
in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any
amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted
hereunder to be retained by the Master Servicer or to be withdrawn by the Master
Servicer from the Collection Account pursuant to Section 3.18.
Notwithstanding the foregoing, the Group III-A2 Available
Distribution Amount for any Distribution Date shall be increased (in the case of
an Undercollateralized Subgroup with respect to Subgroup III-A2) or decreased
(in the case of an Overcollateralized Subgroup with respect to Subgroup III-A2)
by any applicable Diverted Interest Amount or Group III Class A Principal
Adjustment Amount, in each case for such Distribution Date.
"Subgroup III-A2 Overcollateralized Amount": With respect to
any Distribution Date on which an Overcollateralized Amount exists, the excess,
if any, of (i) the sum of (a) the aggregate of the Non-Class PO Percentages of
the Scheduled Principal Balances of the Mortgage Loans and Mortgage Loan
Components in Subgroup III-A2 plus (b) the aggregate of the Non-Class PO
Percentages of the Scheduled Principal Balances of the REO Properties related to
the Mortgage Loans and Mortgage Loan Components in Subgroup III-A2 over (ii) the
aggregate Certificate Principal Balance of the Class III-A2 Certificates
immediately after payment of the related Senior Principal Distribution Amount,
in each case, after scheduled and unscheduled payments in respect of principal
were received or advanced.
"Subgroup III-A2 Senior Percentage": With respect to any
Distribution Date and the Class III-A2 Certificates, the lesser of (a) 100% and
(b) a fraction, expressed as a percentage, the numerator of which is the excess,
if any, of the aggregate Certificate Principal Balance of the Class III-A2
Certificates for such Distribution Date over the aggregate amount, if any,
payable to the Holders of the Class III-A2 Certificates on such date pursuant to
clause (d) of the definition of "Senior Principal Distribution Amount," and the
denominator of which is the sum of (i) the aggregate of the Non-Class PO
Percentages of the Scheduled Principal Balances of the Mortgage Loans and
Mortgage Loan Components in Subgroup III-A2, plus (ii) the aggregate of the
Non-Class PO Percentages of the Scheduled Principal Balances of the REO
Properties related to the Mortgage Loans and Mortgage Loan Components in
Subgroup III-A2, in each case before reduction for any Realized Losses on such
Distribution Date.
"Subgroup III-A2 Senior Prepayment Percentage": With respect
to any Distribution Date within the range indicated below and the Class III-A2
Certificates, the percentage as indicated below:
Distribution Date Senior Prepayment Percentage
April 2005 through March 2010 100%
April 2010 through March 2011 Subgroup III-A2 Senior Percentage plus 70%
of the Subgroup III-A2 Subordinate
Percentage
59
April 2011 through March 2012 Subgroup III-A2 Senior Percentage plus 60%
of the Subgroup III-A2 Subordinate
Percentage
April 2012 through March 2013 Subgroup III-A2 Senior Percentage plus 40%
of the Subgroup III-A2 Subordinate
Percentage
April 2013 through March 2014 Subgroup III-A2 Senior Percentage plus 20%
of the Subgroup III-A2 Subordinate
Percentage
April 2014 and thereafter Subgroup III-A2 Senior Percentage
PROVIDED, HOWEVER, no reduction to the Subgroup III-A2 Senior Prepayment
Percentage described above shall be made as of any Distribution Date unless (i)
the outstanding principal balance of the Group III Mortgage Loans delinquent 60
days or more (including REO Properties and Mortgage Loans in foreclosure)
averaged over the last six months does not exceed 50% of the sum of the then
current Certificate Principal Balances of the related Subordinate Certificates
and (ii) Realized Losses on the Group III Mortgage Loans to date are less than
the then applicable Trigger Amount.
On any Distribution Date on which the conditions in either of
clauses (i) or (ii) above are not met, the Subgroup III-A2 Senior Prepayment
Percentage will be the greater of (x) the Subgroup III-A2 Senior Prepayment
Percentage for such Distribution Date or (y) the Subgroup III-A2 Senior
Prepayment Percentage for the immediately preceding Distribution Date.
On any Distribution Date on which the Aggregate Senior
Percentage for Collateral Pool III exceeds the initial Aggregate Senior
Percentage for Collateral Pool III, the Subgroup III-A1 Senior Prepayment
Percentage shall be 100%.
Upon reduction of the Certificate Principal Balance of the
Class III-A1 Certificates to zero, the Subgroup III-A1 Senior Prepayment
Percentage shall equal 0%.
"Subgroup III-A2 Subordinate Percentage": 100% minus the
Subgroup III-A2 Senior Percentage.
"Subgroup III-A2 Subordinate Prepayment Percentage": 100%
minus the Subgroup III-A2 Senior Prepayment Percentage.
"Subordinate Certificates": The Group I Subordinate
Certificates, the Group II Subordinate Certificates and the Group III
Subordinate Certificates.
"Subordinate Net WAC Rate": For any Distribution Date and the
Group II Subordinate Certificates, a rate per annum equal to the weighted
average, weighted in proportion to the results of subtracting from the aggregate
principal balance of each of Loan Group II-1 and Loan Group II-2 the aggregate
Certificate Principal Balance of the related Class A Certificates and Residual
Certificates, of the weighted average Expense Adjusted Mortgage Rates of the
Group II-1 Mortgage Loans and the Group II-2 Mortgage Loans. For federal income
tax purposes, the equivalent of the foregoing shall be expressed as the weighted
average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-1A
(subject to a cap and a
60
floor equal to the weighted average of the Expense Adjusted Mortgage Rates of
the Group II-1 Mortgage Loans) and the REMIC II-A Remittance Rate on REMIC II-A
Regular Interest LT-2A (subject to a cap and a floor equal to the weighted
average of the Expense Adjusted Mortgage Rates of the Group II-2 Mortgage
Loans), weighted on the basis of the Uncertificated Balance of each such REMIC
II-A Regular Interest. For any Distribution Date and the Group III Subordinate
Certificates, a rate per annum equal to the weighted average, weighted in
proportion to the results of subtracting from the aggregate principal balance of
mortgage loans and components in each of Subgroup III-A1 and Subgroup III-A2 the
aggregate Certificate Principal Balance of the related Class A Certificates and
Residual Certificates, of 6.50% per annum and 7.50% per annum. For federal
income tax purposes, the equivalent of the foregoing shall be expressed as the
weighted average of the REMIC III-A Remittance Rate on REMIC III-A Regular
Interest LT-1SUB and the REMIC III-A Remittance Rate on REMIC III-A Regular
Interest LT-2SUB, weighted on the basis of the Uncertificated Balance of each
such REMIC III-A Regular Interest.
"Subordinate Percentage": The Group I Subordinate Percentage,
Group II-1 Subordinate Percentage, Group II-2 Subordinate Percentage, Subgroup
III-A1 Subordinate Percentage or Subgroup III-A2 Subordinate Percentage, as
applicable.
"Subordinate Prepayment Percentage": The Group I Subordinate
Prepayment Percentage, Group II-1 Subordinate Prepayment Percentage, Group II-2
Subordinate Prepayment Percentage, Subgroup III-A1 Subordinate Prepayment
Percentage or Subgroup III-A2 Subordinate Prepayment Percentage, as applicable.
"Subordinate Principal Distribution Amount": With respect to
any Collateral Pool and for any Distribution Date, an amount equal to the lesser
of (i) the Available Distribution Amount or Available Distribution Amounts
remaining after distribution of the Interest Distribution Amounts to the related
Classes of Senior Certificates, the Class PO Principal Distribution Amount to
the Class III-PO Certificates (in the case of Collateral Pool III) and the
Interest Distribution Amounts to the related Classes of Subordinate Certificates
and (ii) the aggregate of the sum of:
(a) the product of (x) the then-applicable related Subordinate
Percentage and (y) the sum of the following:
(i) the related Non-Class PO Percentage of the aggregate of
the principal portions of all Monthly Payments due during the
related Due Period in respect of the related Mortgage Loans or
Mortgage Loan Components, as applicable, whether or not
received;
(ii) the related Non-Class PO Percentage of the principal
portion of all Insurance Proceeds, Subsequent Recoveries and
Liquidation Proceeds (other than amounts described in clause
(c) below) received in respect of the related Mortgage Loans
or Mortgage Loan Components, as applicable, during the related
Prepayment Period (other than any related Mortgage Loan or
Mortgage Loan Component that was purchased, sold or replaced
pursuant to or as contemplated by Section 2.03 or Section 9.01
during the related Prepayment Period), net of any
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portion thereof that represents a recovery of principal for
which an advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date;
(iii) the related Non-Class PO Percentage of the Stated
Principal Balance (calculated immediately prior to such
Distribution Date) of each related Mortgage Loan or Mortgage
Loan Component, as applicable, that was purchased, sold or
replaced pursuant to or as contemplated by Section 2.03 or
Section 9.01 during the related Prepayment Period;
(iv) [reserved];
(v) in connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more Deleted
Mortgage Loans in the related Loan Group or Subgroup pursuant
to Section 2.03 during the related Prepayment Period, the
excess, if any, of (A) the aggregate of the related Non-Class
PO Percentage of the Stated Principal Balances (calculated as
of the respective dates of substitution) of such Deleted
Mortgage Loans, net of the aggregate of the related Non-Class
PO Percentage of the principal portions of the Monthly
Payments due during the related Prepayment Period (to the
extent received from the related Mortgagor or advanced by the
related Servicer and distributed pursuant to Section 4.01 on
the Distribution Date in the related Prepayment Period) in
respect of each such Deleted Mortgage Loan that was replaced
prior to the Distribution Date in the related Prepayment
Period, over (B) the aggregate of the related Non-Class PO
Percentage of the Stated Principal Balances (calculated as of
the respective dates of substitution) of such Qualified
Substitute Mortgage Loans;
(b) the product of (x) the then-applicable related Subordinate
Prepayment Percentage and (y) the related Non-Class PO Percentage of all
Principal Prepayments received in respect of the related Mortgage Loans or
Mortgage Loan Components, as applicable, during the related Prepayment Period;
(c) with respect to any related Mortgage Loans or Mortgage
Loan Components, as applicable, which were the subject of a Final Recovery
Determination in the related Prepayment Period, the amount, if any, by which the
net Liquidation Proceeds and Insurance Proceeds allocable to principal in
respect of such Mortgage Loans or Mortgage Loan Components exceed the amount
distributable to the related Class A Certificates and the related Class PO
Certificates pursuant to clause (c) of the definition of "Senior Principal
Distribution Amount" and clause (c) of the definition of "Class PO Principal
Distribution Amount";
(d) in the case of any Distribution Date subsequent to the
initial Distribution Date, an amount equal to the excess, if any, of the amounts
calculated pursuant to clauses (a), (b) and (c) above for the immediately
preceding Distribution Date, over the aggregate distributions of principal made
in respect of the Subordinate Certificates on such immediately preceding
Distribution Date pursuant to Section 4.01 to the extent that any such amounts
are not
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attributable to Realized Losses that were allocated to the
Subordinate Certificates pursuant to Section 4.04; and
(e) with respect to Subordinate Certificates relating to
Collateral Pool III, any Group III Class A Principal Adjustment Amount, so long
as the Subordination Test has been met with respect to such Distribution Date.
"Subordination Test": With respect to Collateral Pool III, the
Subordination Test will be met if the Group III Subordinate Percentage is equal
to or greater than two times the initial Group III Subordinate Percentage.
"Sub-Servicer": Any Person (i) with which the Master Servicer
has entered into a Sub-Servicing Agreement and which meets the qualifications of
a Sub-Servicer pursuant to Section 3.02 or (ii) in the case of each Initial
Sub-Servicing Agreement, the related servicer thereunder.
"Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements set forth in Section 3.08 and is
otherwise acceptable to the Master Servicer.
"Sub-Servicing Agreement": Either (i) the written contract
between the Master Servicer and a Sub-Servicer relating to servicing and
administration of certain Mortgage Loans as provided in Section 3.02 or (ii) any
Initial Sub Servicing Agreement.
"Subsequent Recoveries": As of any Distribution Date, amounts
received by the Trust Fund (net of any related expenses permitted to be
reimbursed to the related Sub-Servicer or the Master Servicer from such amounts
under the related Sub-Servicing Agreement or hereunder) specifically related to
a Mortgage Loan that was the subject of a liquidation or an REO Disposition
prior to the related Prepayment Period that resulted in a Realized Loss.
"Substitution Shortfall Amount": As defined in Section 2.03(d)
hereof.
"Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of any Trust REMIC due to its classification as a REMIC
under the REMIC Provisions, together with any and all other information reports
or returns that may be required to be furnished to the Certificateholders or
filed with the Internal Revenue Service or any other governmental taxing
authority under any applicable provisions of federal, state or local tax laws.
"Termination Price": As defined in Section 9.01.
"Terminator": With respect to the termination of REMIC I, the
majority Holder of the Class I-R Certificates (unless such Holder is the Seller,
Citigroup Global Markets Inc. or an Affiliate of either of them) or if such
majority Holder fails to exercise such option, the Master Servicer. With respect
to the termination of REMIC II-A, the majority Holder of the Class II-R
Certificates (unless such Holder is the Seller, Citigroup Global Markets Inc. or
an Affiliate of either of them) or if such majority Holder fails to exercise
such option, the Master Servicer.
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With respect to the termination of REMIC III-A, the majority Holder of the Class
III-R Certificates (unless such Holder is the Seller, Citigroup Global Markets
Inc. or an Affiliate of either of them) or if such majority Holder fails to
exercise such option, the Master Servicer.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transferee": Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
"Trigger Amount": The Trigger Amount for Collateral Pool I and
for any Distribution Date occurring after the first ten years from the Closing
Date will be as follows: for any Distribution Date during the eleventh year
after the Closing Date, 30% of the initial sum of the Certificate Principal
Balances of the Group I Subordinate Certificates; for any Distribution Date
during the twelfth year after the Closing Date, 35% of the initial sum of the
Certificate Principal Balances of the Group I Subordinate Certificates; for any
Distribution Date during the thirteenth year after the Closing Date, 40% of the
initial sum of the Certificate Principal Balances of the Group I Subordinate
Certificates; for any Distribution Date during the fourteenth year after the
Closing Date, 45% of the initial sum of the Certificate Principal Balances of
the Group I Subordinate Certificates; and for any Distribution Date during the
fifteenth year or any year thereafter, after the Closing Date, 50% of the
initial sum of the Certificate Principal Balances of the Group I Subordinate
Certificates.
The Trigger Amount for Collateral Pool II and for any Distribution Date
occurring after the first seven years from the Closing Date will be as follows:
for any Distribution date during the eighth year after the Closing Date, 30% of
the initial sum of the Certificate Principal Balances of the Group II
Subordinate Certificates; for any Distribution Date during the ninth year after
the Closing Date, 35% of the initial sum of the Certificate Principal Balances
of the Group II Subordinate Certificates; for any Distribution Date during the
tenth year after the Closing Date, 40% of the initial sum of the Certificate
Principal Balances of the Group II Subordinate Certificates; for any
Distribution Date during the eleventh year after the Closing Date, 45% of the
initial sum of the Certificate Principal Balances of the Group II Subordinate
Certificates; and for any Distribution Date during the twelfth year or any year
thereafter, after the Closing Date, 50% of the initial sum of the Certificate
Principal Balances of the Group II Subordinate Certificates.
The Trigger Amount for Collateral Pool III and for any Distribution
Date occurring after the first five years from the Closing Date will be as
follows: for any Distribution Date during the sixth year after the Closing Date,
30% of the initial sum of the Certificate Principal Balances of the Group III
Subordinate Certificates; for any Distribution Date during the seventh year
after the Closing Date, 35% of the initial sum of the Certificate Principal
Balances of the Group III Subordinate Certificates; for any Distribution Date
during the eighth year after the Closing Date, 40% of the initial sum of the
Certificate Principal Balances of the Group III Subordinate Certificates; for
any Distribution Date during the ninth year after the Closing Date, 45% of the
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initial sum of the Certificate Principal Balances of the Group III Subordinate
Certificates; and for any Distribution Date during the tenth year or any year
thereafter, after the Closing Date, 50% of the initial sum of the Certificate
Principal Balances of the Group III Subordinate Certificates.
"Trust Administrator": CitiMortgage, Inc., or its successor in
interest, or any successor trust administrator appointed as herein provided.
"Trust Fund": Collectively, all of the assets of REMIC I,
REMIC II-A, REMIC II-B, REMIC III-A and REMIC III-B.
"Trustee": U.S. Bank National Association, or its successor in
interest, or any successor trustee appointed as herein provided.
"Trust REMIC": Each of REMIC I, REMIC II-A, REMIC II-B, REMIC
III-A and REMIC III-B.
"Uncertificated Balance": The amount of any REMIC Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Balance of each REMIC Regular Interest shall equal the amount
set forth in the Preliminary Statement hereto as its initial Uncertificated
Balance. On each Distribution Date, the Uncertificated Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.08 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.04.
"Uncertificated Notional Amount": With respect to REMIC III-A
Regular Interest LT-IO, the aggregate Scheduled Principal Balance of the Group
III Mortgage Loans.
"Undercollateralized Amount": As to any Distribution Date and
Loan Group II-1, the excess, if any, of the aggregate Certificate Principal
Balance of the related Class A Certificates immediately prior to such
Distribution Date over the sum of (i) the aggregate Scheduled Principal Balance
of the Group II-1 Mortgage Loans plus (ii) the aggregate Scheduled Principal
Balance of the REO Properties in Loan Group II-1, in each case before reduction
for any Realized Losses on such Distribution Date. As to any Distribution Date
and Loan Group II-2, the excess, if any, of the aggregate Certificate Principal
Balance of the related Class A Certificates immediately prior to such
Distribution Date over the sum of (i) the aggregate Scheduled Principal Balance
of the Group II-2 Mortgage Loans plus (ii) the aggregate Scheduled Principal
Balance of the REO Properties in Loan Group II-2, in each case before reduction
for any Realized Losses on such Distribution Date. As to any Distribution Date
and Subgroup III-A1, the excess, if any, of the Certificate Principal Balance of
the Class III-A1 Certificates immediately after payments of the related Senior
Principal Distribution Amount for such Distribution Date over the sum of (i) the
aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of
the Mortgage Loans and Mortgage Loan Components in Subgroup III-A1 plus (ii) the
aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of
the REO Properties (or related portions thereof) in Subgroup III-A1, in each
case, after scheduled and unscheduled payments in respect of principal. As to
any Distribution Date and Subgroup III-A2, the excess, if any, of the
Certificate Principal Balance of
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the Class III-A2 Certificates immediately after payments of the related Senior
Principal Distribution Amount for such Distribution Date over the sum of (i) the
aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of
the Mortgage Loans and Mortgage Loan Components in Subgroup III-A2 plus (ii) the
aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of
the REO Properties (or related portions thereof) in Subgroup III-A2, in each
case, after scheduled and unscheduled payments in respect of principal.
"Undercollateralized Loan Group": With respect to the Group II
Class A Certificates and the Group III Class A Certificates, as to any
Distribution Date, any Loan Group or Subgroup within the related Collateral Pool
for which an Undercollateralized Amount greater than zero is calculated.
"Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section
3.14.
"United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of
Columbia (except, in the case of a partnership, to the extent provided in
regulations); provided that, for purposes solely of the restrictions on the
transfer of the Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate whose income is
subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States Persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a
trust treated as owned by the grantor under subpart E of part I of subchapter J
of chapter 1 of the Code), and which was treated as a United States person on
August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence. The term "United States" shall have the
meaning set forth in Section 7701 of the Code.
"Value": With respect to any Mortgaged Property, the value
thereof as determined by an appraisal made for the originator of the Mortgage
Loan at the time of origination of the Mortgage Loan or such other value
assigned to such Mortgaged Property by the originator at the time of origination
of the Mortgage Loan.
"Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, (i) 98% of all of the Voting Rights shall be allocated
to the Holders of the Classes of Regular Certificates (other than the Class XS
Certificates) in proportion to their then outstanding Certificate Principal
Balances, (ii) 1% of all Voting Rights will be allocated among the Holders of
the Class XS Certificates and (iii) 1% of all Voting Rights will be allocated
among the Holders of the Residual Certificates. All Voting Rights allocated to
any Holders of any Class of Certificates shall be allocated among the
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Holders of the Certificates of such Class PRO RATA in accordance with the
respective Percentage Interests evidenced thereby.
"Xxxxx Fargo" Xxxxx Fargo Bank, N.A., as successor in interest
to Xxxxx Fargo Home Mortgage, Inc., or its successor in interest.
"Xxxxx Mortgage Loans": The Mortgage Loans originated by Xxxxx
Fargo.
SECTION 1.02 Allocation of Certain Interest Shortfalls.
The aggregate amount of any Prepayment Interest Shortfalls (to
the extent not covered by payments by the Master Servicer pursuant to Section
3.24) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage
Loans in a Collateral Pool for any Distribution Date shall be allocated among
the related Certificates (other than the Class III-PO Certificates), PRO RATA in
accordance with, and to the extent of one month's interest at the Pass- Through
Rate on the respective Certificate Principal Balance or Notional Amount of such
Certificate immediately prior to such Distribution Date.
On each Distribution Date, the Net Deferred Interest, if any,
will be allocated in reduction of the Interest Distribution Amount for each
Class of Group I Certificates in an amount equal to the excess, if any, of (i)
the amount of interest that accrued on such Class of Certificates at its
respective Pass-Through Rate during the Interest Accrual Period related to that
Distribution Date over (ii) the amount of interest that accrues on such Class at
the Adjusted Cap Rate for the Interest Accrual Period related to that
Distribution Date.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to the Mortgage Loans
identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan Purchase Agreement (except Section 18 thereof), and all other
assets included or to be included in REMIC I. Such assignment includes all
interest and principal received by the Depositor or the Master Servicer on or
with respect to the Mortgage Loans (other than payments of principal and
interest due on such Mortgage Loans on or before the Cut-off Date). The
Depositor herewith delivers to the Trustee or a Custodian on its behalf an
executed copy of the Mortgage Loan Purchase Agreement.
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In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with, the Trustee or a Custodian on its
behalf, the following documents or instruments (a "Mortgage File") with respect
to each Mortgage Loan so transferred and assigned:
(i) The Mortgage Note, endorsed by manual or
facsimile signature without recourse by the Originator or an
Affiliate of the Originator in blank or to the Trustee showing
a complete chain of endorsements from the named payee to the
Trustee or from the named payee to the Affiliate of the
Originator and from such Affiliate to the Trustee;
(ii) The original recorded Mortgage, noting the
presence of the MIN of the Mortgage Loan and language
indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM Loan, with evidence of recording
thereon or a copy of the Mortgage certified by the public
recording office in those jurisdictions where the public
recording office retains the original;
(iii) Unless the Mortgage Loan is registered on the
MERS(R) System, an assignment to the Trustee in recordable
form of the Mortgage which may be included, where permitted by
local law, in a blanket assignment or assignments of the
Mortgage to the Trustee, including any intervening assignments
and showing a complete chain of title from the original
mortgagee named under the Mortgage to the Person assigning the
Mortgage Loan to the Trustee (or to MERS, noting the presence
of the MIN, if the Mortgage Loan is registered on the MERS(R)
System);
(iv) Any original assumption, modification, buydown
or conversion-to- fixed-interest-rate agreement applicable to
the Mortgage Loan;
(v) With respect to any Mortgage Loan listed on the
Mortgage Loan Schedule as subject to a Primary Mortgage
Insurance Policy, the original Primary Mortgage Insurance
Policy or certificate or a copy thereof; and
(vi) The original or a copy of the title insurance
policy (which may be a certificate or a short form policy
relating to a master policy of title insurance) pertaining to
the Mortgaged Property, or in the event such original title
policy is unavailable, a copy of the preliminary title report
and the lender's recording instructions, with the original to
be delivered within 180 days of the Closing Date or an
attorney's opinion of title in jurisdictions where such is the
customary evidence of title.
In instances where an original recorded Mortgage cannot be
delivered by the Depositor to the Trustee (or a Custodian on behalf of the
Trustee) prior to or concurrently with the execution and delivery of this
Agreement, due to a delay in connection with the recording of such Mortgage, the
Depositor may, (a) in lieu of delivering such original recorded Mortgage
referred to in clause (ii) above, deliver to the Trustee (or a Custodian on
behalf of the Trustee) a copy thereof, provided that the Depositor certifies
that the original Mortgage has been delivered to a title insurance company for
recordation after receipt of its policy of title insurance or binder therefor
(which may be a certificate relating to a master policy of title insurance), and
(b) in lieu
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of delivering the completed assignment in recordable form referred to in clause
(iii) above to the Trustee (or a Custodian on behalf of the Trustee), deliver
such assignment to the Trustee (or a Custodian on behalf of the Trustee)
completed except for recording information. In all such instances, the Depositor
will deliver the original recorded Mortgage and completed assignment (if
applicable) to the Trustee (or a Custodian on behalf of the Trustee) promptly
upon receipt of such Mortgage. In instances where an original recorded Mortgage
has been lost or misplaced, the Depositor or the related title insurance company
may deliver, in lieu of such Mortgage, a copy of such Mortgage bearing
recordation information and certified as true and correct by the office in which
recordation thereof was made. In instances where the original or a copy of the
title insurance policy referred to in clause (vi) above (which may be a
certificate relating to a master policy of title insurance) pertaining to the
Mortgaged Property relating to a Mortgage Loan cannot be delivered by the
Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or
concurrently with the execution and delivery of this Agreement because such
policy is not yet available, the Depositor may, in lieu of delivering the
original or a copy of such title insurance referred to in clause (vi) above,
deliver to the Trustee (or a Custodian on behalf of the Trustee) a binder with
respect to such policy (which may be a certificate relating to a master policy
of title insurance) and deliver the original or a copy of such policy (which may
be a certificate relating to a master policy of title insurance) to the Trustee
(or a Custodian on behalf of the Trustee) within 180 days of the Closing Date,
in instances where an original assumption, modification, buydown or
conversion-to-fixed- interest-rate agreement cannot be delivered by the
Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or
concurrently with the execution and delivery of this Agreement, the Depositor
may, in lieu of delivering the original of such agreement referred to in clause
(iv) above, deliver a certified copy thereof.
To the extent not already recorded, except with respect to any
Mortgage Loan for which MERS is identified on the Mortgage or on a properly
recorded assignment of the Mortgage as the mortgagee of record, the Master
Servicer, at the expense of the Seller shall promptly (and in no event later
than five Business Days following the later of the Closing Date and the date of
receipt by the Master Servicer of the recording information for a Mortgage)
submit or cause to be submitted for recording, at no expense to any Trust REMIC,
in the appropriate public office for real property records, each Assignment
delivered to it pursuant to (iii) above. In the event that any such Assignment
is lost or returned unrecorded because of a defect therein, the Master Servicer,
at the expense of the Seller, shall promptly prepare or cause to be prepared a
substitute Assignment or cure or cause to be cured such defect, as the case may
be, and thereafter cause each such Assignment to be duly recorded.
Notwithstanding the foregoing, but without limiting the requirement that such
Assignments be in recordable form, neither the Master Servicer nor the Trustee
shall be required to submit or cause to be submitted for recording any
Assignment delivered to it or a Custodian pursuant to (iii) above if such
recordation shall not, as of the Closing Date, be required by the Rating
Agencies, as a condition to their assignment on the Closing Date of their
initial ratings to the Certificates, as evidenced by the delivery by the Rating
Agencies of their ratings letters on the Closing Date; provided, however,
notwithstanding the foregoing, the Master Servicer shall submit each Assignment
for recording, at no expense to the Trust Fund or the Master Servicer, upon the
earliest to occur of: (A) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights, (B) the occurrence of a Master
Servicer Event of Termination, (C) the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Seller, (D) the occurrence of a servicing transfer
as described in Section 7.02 of this Agreement and (E) with respect to any one
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Assignment the occurrence of a foreclosure relating to the Mortgagor under the
related Mortgage. Notwithstanding the foregoing, if the Seller fails to pay the
cost of recording the Assignments, such expense will be paid by the Master
Servicer and the Master Servicer shall be reimbursed for such expenses by the
Trust as set forth herein.
In connection with the assignment of any Mortgage Loan
registered on the MERS System, the Depositor further agrees that it will cause,
within 30 Business Days after the Closing Date, the MERS System to indicate that
such Mortgage Loans have been assigned by the Depositor to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders by
including in such computer files (a) the code in the field which identifies the
specific Trustee and (b) the code in the field "Pool Field" which identifies the
series of the Certificates issued in connection with such Mortgage Loans. The
Depositor further agrees that it will not, and will not permit the Master
Servicer to, and the Master Servicer agrees that it will not and will not permit
a Sub-Servicer to, alter the codes referenced in this paragraph with respect to
any Mortgage Loan during the term of this Agreement unless and until such
Mortgage Loan is repurchased in accordance with the terms of this Agreement.
With respect to a maximum of approximately 5.00% of the
Original Mortgage Loans, by outstanding principal balance of the Original
Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to
in (i) above cannot be located, the obligations of the Depositor to deliver such
documents shall be deemed to be satisfied upon delivery to the Trustee (or a
Custodian on behalf of the Trustee) of a photocopy of such Mortgage Note, if
available, with a lost note affidavit. If any of the original Mortgage Notes for
which a lost note affidavit was delivered to the Trustee (or a Custodian on
behalf of the Trustee) is subsequently located, such original Mortgage Note
shall be delivered to the Trustee (or a Custodian on behalf of the Trustee)
within three Business Days.
The Depositor shall deliver or cause to be delivered to the
Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt thereof
any other original documents constituting a part of a Mortgage File received
with respect to any Mortgage Loan, including, but not limited to, any original
documents evidencing an assumption, modification, consolidation or extension of
any Mortgage Loan.
All original documents relating to the Mortgage Loans that are
not delivered to the Trustee (or a Custodian on behalf of the Trustee) are and
shall be held by or on behalf of the Seller, the Depositor or the Master
Servicer, as the case may be, in trust for the benefit of the Trustee on behalf
of the Certificateholders. In the event that any such original document is
required pursuant to the terms of this Section to be a part of a Mortgage File,
such document shall be delivered promptly to the Trustee (or a Custodian on
behalf of the Trustee). Any such original document delivered to or held by the
Depositor that is not required pursuant to the terms of this Section to be a
part of a Mortgage File, shall be delivered promptly to the Master Servicer.
Wherever it is provided in this Section 2.01 that any
document, evidence or information relating to a Mortgage Loan be delivered or
supplied to the Trustee, the Depositor shall do so by delivery thereof to the
Trustee or Custodian on behalf of the Trustee.
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It is agreed and understood by the parties hereto that it is
not intended that any Mortgage Loan to be included in the Trust Fund be (i) a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective
November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico
Home Loan Protection Act effective January 1, 2004, (iii) a "High-Cost Home
Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act
effective November 7, 2004 or (iv) a "High Cost Home Loan" as defined in the
Indiana Home Loan Practices Act effective January 1, 2005.
SECTION 2.02 Acceptance of the Trust Fund by the Trustee.
Subject to the provisions of Section 2.01 and subject to any
exceptions noted on an exception report delivered by or on behalf of the
Trustee, the Trustee acknowledges receipt of the documents referred to in
Section 2.01 (other than such documents described in Sections 2.01(iv)) and all
other assets included in the definition of "Trust Fund" and declares that it
holds and will hold such documents and the other documents delivered to it
constituting the Mortgage File, and that it holds or will hold all such assets
and such other assets included in the definition of "Trust Fund" in trust for
the exclusive use and benefit of all present and future Certificateholders.
The Trustee, by execution and delivery hereof, acknowledges
receipt, subject to the review described in the succeeding sentence, of the
documents and other property referred to in Section 2.01 and declares that the
Trustee (or a Custodian on behalf of the Trustee) holds and will hold such
documents and other property, including property yet to be received in the Trust
Fund, in trust, upon the trusts herein set forth, for the benefit of all present
and future Certificateholders. The Trustee or the Custodian on its behalf shall,
for the benefit of the Trustee and the Certificateholders, review each Mortgage
File within 90 days after execution and delivery of this Agreement, to ascertain
that all required documents have been executed, received and recorded, if
applicable, and that such documents relate to the Mortgage Loans. If in the
course of such review the Trustee or the Custodian on its behalf finds a
document or documents constituting a part of a Mortgage File to be defective in
any material respect, the Trustee or the Custodian on its behalf shall promptly
so notify the Depositor, the Trust Administrator, the Paying Agent, the Seller,
the Master Servicer and, if such notice is from the Custodian on the Trustee's
behalf, the Trustee. In addition, upon the discovery by the Depositor, the
Master Servicer, the Trust Administrator, the Paying Agent or the Trustee of a
breach of any of the representations and warranties made by the Seller in the
Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
materially adversely affects such Mortgage Loan or the interests of the related
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties.
The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans, the
related Mortgage Notes and the related documents, conveying good title thereto
free and clear of any liens and encumbrances, from the Depositor to the Trustee
in trust for the benefit of the Certificateholders and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have granted and does hereby grant to the Trustee a first
priority perfected security interest in all of the Depositor's right, title
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and interest in and to the Mortgage Loans, the related Mortgage Notes and the
related documents, and that this Agreement shall constitute a security agreement
under applicable law.
The Trustee may, concurrently with the execution and delivery
hereof or at any time thereafter, enter into a custodial agreement with a
Custodian pursuant to which the Trustee appoints a Custodian to hold the
Mortgage Files on behalf of the Trustee for the benefit of the Trustee and all
present and future Certificateholders, which may provide that the Custodian
shall, on behalf of the Trustee, conduct the review of each Mortgage File
required under the first paragraph of this Section 2.02. Initially, Citibank
West, FSB is appointed as Custodian with respect to the Mortgage Files of all
the Mortgage Loans and, notwithstanding anything to the contrary herein, it is
understood that such initial Custodian shall be responsible for the review
contemplated in the second paragraph of this Section 2.02 and for all other
functions relating to the receipt, review, reporting and certification provided
for herein with respect to the Mortgage Files (other than ownership thereof for
the benefit of the Certificateholders and related duties and obligations set
forth herein).
SECTION 2.03 Repurchase or Substitution of Mortgage Loans by
the Seller or the Depositor.
(a) Upon discovery or receipt of notice by the Depositor, the
Master Servicer, the Trust Administrator or the Trustee of any materially
defective document in, or that a document is missing from, a Mortgage File or of
the breach by the Seller of any representation, warranty or covenant under the
Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
materially adversely affects the value of such Mortgage Loan or the interest
therein of the Certificateholders, the party so discovering or receiving notice
shall promptly notify the other parties to this Agreement, and the Trustee
thereupon shall promptly notify the Seller of such defect, missing document or
breach and request that the Seller deliver such missing document or cure such
defect or breach within 90 days from the date the Seller was notified of such
missing document, defect or breach, and if the Seller does not deliver such
missing document or cure such defect or breach in all material respects during
such period, the Trustee shall enforce the obligations of the Seller under the
Mortgage Loan Purchase Agreement (i) to repurchase such Mortgage Loan from REMIC
I, REMIC II-A or REMIC III-A at the Purchase Price within 90 days after the date
on which the Seller was notified (subject to Section 2.03(e)) of such missing
document, defect or breach, and (ii) to indemnify the Trust Fund in respect of
such missing document, defect or breach, in the case of each of (i) and (ii), if
and to the extent that the Seller is obligated to do so under the Mortgage Loan
Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan and any
indemnification shall be remitted by the Seller to the Master Servicer for
deposit into the Collection Account, and the Trust Administrator, upon receipt
of written notice from the Master Servicer of such deposit, shall give written
notice to the Trustee that such deposit has taken place and the Trustee shall
release (or cause the Custodian to release on its behalf) to the Seller the
related Mortgage File, and the Trustee and the Trust Administrator shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall furnish to it and as shall be necessary to vest in
the Seller any Mortgage Loan released pursuant hereto, and the Trustee and the
Trust Administrator shall have no further responsibility with regard to such
Mortgage File. In furtherance of the foregoing, if the Seller is not a member of
MERS and repurchases a Mortgage Loan which is registered on the MERS System, the
Seller pursuant to the Mortgage Loan Purchase Agreement at its own
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expense and without any right of reimbursement, shall cause MERS to execute and
deliver an assignment of the Mortgage in recordable form to transfer the
Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
from registration on the MERS System in accordance with MERS rules and
regulations. In lieu of repurchasing any such Mortgage Loan as provided above,
if so provided in the Mortgage Loan Purchase Agreement the Seller may cause such
Mortgage Loan to be removed from REMIC I, REMIC II-A or REMIC III-A (in which
case it shall become a Deleted Mortgage Loan) and substitute one or more
Qualified Substitute Mortgage Loans in the manner and subject to the limitations
set forth in Section 2.03(d). It is understood and agreed that the obligation of
the Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as
to which a document is missing, a material defect in a constituent document
exists or as to which such a breach has occurred and is continuing, and if and
to the extent provided in the Mortgage Loan Purchase Agreement to perform any
applicable indemnification obligations with respect to any such omission, defect
or breach, as provided in the Mortgage Loan Purchase Agreement, shall constitute
the only remedies respecting such omission, defect or breach available to the
Trustee or the Trust Administrator on behalf of the Certificateholders.
(b) Reserved.
(c) Within 90 days of the earlier of discovery by the Master
Servicer or receipt of notice by the Master Servicer of the breach of any
representation, warranty or covenant of the Master Servicer set forth in Section
2.05 which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the Master Servicer shall cure such
breach in all material respects.
(d) Any substitution of Qualified Substitute Mortgage Loans
for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected
prior to the date which is two years after the Startup Day for REMIC I, REMIC
II-A or REMIC III-A.
As to any Deleted Mortgage Loan for which the Seller
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
shall be effected by the Seller delivering to the Trustee (or to the Custodian
on behalf of the Trustee, as applicable), for such Qualified Substitute Mortgage
Loan or Loans, the Mortgage Note, the Mortgage, the Assignment in blank or to
the Trustee, and such other documents and agreements, with all necessary
endorsements thereon, as are required by Section 2.01, together with an
Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution. The
Custodian on its behalf and on behalf of the Trustee shall, for the benefit of
the Certificateholders, review each Mortgage File within 90 days after execution
and delivery of this Agreement, to ascertain that all required documents have
been executed, received and recorded, if applicable, and that such documents
relate to the Mortgage Loans. If in the course of such review the Trustee or the
Custodian on its behalf finds a document or documents constituting a part of a
Mortgage File to be defective in any material respect, the Trustee or the
Custodian on its behalf shall promptly so notify the Depositor, the Trust
Administrator, the Seller and the Master Servicer. Monthly Payments due with
respect to Qualified Substitute Mortgage Loans in the month of substitution are
not part of the Trust Fund and will be retained by the Seller. For the month of
substitution, distributions to Certificateholders will reflect the Monthly
Payment
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due on such Deleted Mortgage Loan on or before the Due Date in the month of
substitution, and the Seller shall thereafter be entitled to retain all amounts
subsequently received in respect of such Deleted Mortgage Loan. The Trust
Administrator shall give or cause to be given written notice to the Trustee and
the Certificateholders that such substitution has taken place, and the Trust
Administrator shall amend or cause the Custodian to amend the Mortgage Loan
Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of
this Agreement and the substitution of the Qualified Substitute Mortgage Loan or
Loans and, upon receipt thereof, shall deliver a copy of such amended Mortgage
Loan Schedule to the Master Servicer. Upon such substitution, such Qualified
Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and
shall be subject in all respects to the terms of this Agreement and the Mortgage
Loan Purchase Agreement (including all applicable representations and warranties
thereof included in the Mortgage Loan Purchase Agreement), in each case as of
the date of substitution.
For any month in which the Seller substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Master Servicer will determine the amount (the "Substitution Shortfall Amount"),
if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan,
the Scheduled Principal Balance thereof as of the date of substitution, together
with one month's interest on such Scheduled Principal Balance at the applicable
Mortgage Loan Remittance Rate. On the date of such substitution, the Trustee
will monitor the obligation of the Seller to deliver or cause to be delivered,
and shall request that such delivery be to the Master Servicer for deposit in
the Collection Account, an amount equal to the Substitution Shortfall Amount, if
any, and the Trustee (or the Custodian on behalf of the Trustee, as applicable),
upon receipt of the related Qualified Substitute Mortgage Loan or Loans and
written notice given by the Master Servicer of such deposit, shall release to
the Seller the related Mortgage File or Files and the Trustee and the Trust
Administrator shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Seller shall deliver to it and
as shall be necessary to vest therein any Deleted Mortgage Loan released
pursuant hereto.
In addition, the Seller shall obtain at its own expense and
deliver to the Trustee and the Trust Administrator an Opinion of Counsel to the
effect that such substitution will not cause (a) any federal tax to be imposed
on any Trust REMIC, including without limitation, any federal tax imposed on
"prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code, or
(b) any Trust REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(e) Upon discovery by the Depositor, the Master Servicer, the
Trust Administrator or the Trustee that any Mortgage Loan does not constitute a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the
party discovering such fact shall within two Business Days give written notice
thereof to the other parties to this Agreement, and the Trustee shall give
written notice thereof to the Seller. In connection therewith, the Seller
pursuant to the Mortgage Loan Purchase Agreement or the Depositor pursuant to
this Agreement shall repurchase or, subject to the limitations set forth in
Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for
the affected Mortgage Loan within 90 days of the earlier of discovery or receipt
of such notice with respect to such affected Mortgage Loan. Such
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repurchase or substitution shall be made by (i) the Seller if the affected
Mortgage Loan's status as a non-qualified mortgage is or results from a breach
of any representation, warranty or covenant made by the Seller under the
Mortgage Loan Purchase Agreement or (iii) the Depositor, if the affected
Mortgage Loan's status as a non-qualified mortgage is a breach of no
representation or warranty. Any such repurchase or substitution shall be made in
the same manner as set forth in Sections 2.03(a). The Trustee shall reconvey to
the Depositor or the Seller, as the case may be, the Mortgage Loan to be
released pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased by the Seller for breach of
a representation or warranty.
SECTION 2.04 Reserved.
SECTION 2.05 Representations, Warranties and Covenants of the
Master Servicer.
The Master Servicer hereby represents, warrants and covenants
to the Trust Administrator and the Trustee, for the benefit of each of the
Trustee, the Trust Administrator, the Certificateholders and to the Depositor
that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Delaware and is duly authorized and
qualified to transact any and all business contemplated by
this Agreement to be conducted by the Master Servicer in any
state in which a Mortgaged Property is located or is otherwise
not required under applicable law to effect such qualification
and, in any event, is in compliance with the doing business
laws of any such State, to the extent necessary to ensure its
ability to enforce each Mortgage Loan and to service the
Mortgage Loans in accordance with the terms of this Agreement;
(ii) The Master Servicer has the full corporate power
and authority to service each Mortgage Loan, and to execute,
deliver and perform, and to enter into and consummate the
transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of
the Master Servicer the execution, delivery and performance of
this Agreement; and this Agreement, assuming the due
authorization, execution and delivery thereof by the other
parties hereto, constitutes a legal, valid and binding
obligation of the Master Servicer, enforceable against the
Master Servicer in accordance with its terms, except to the
extent that (a) the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other
similar laws relating to creditors' rights generally and (b)
the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any
proceeding therefor may be brought;
(iii) The execution and delivery of this Agreement by
the Master Servicer, the servicing of the Mortgage Loans by
the Master Servicer hereunder,
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the consummation of any other of the transactions herein
contemplated, and the fulfillment of or compliance with the
terms hereof are in the ordinary course of business of the
Master Servicer and will not (A) result in a breach of any
term or provision of the charter or by-laws of the Master
Servicer or (B) conflict with, result in a breach, violation
or acceleration of, or result in a default under, the terms of
any other material agreement or instrument to which the Master
Servicer is a party or by which it may be bound, or any
statute, order or regulation applicable to the Master Servicer
of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Master
Servicer; and the Master Servicer is not a party to, bound by,
or in breach or violation of any indenture or other agreement
or instrument, or subject to or in violation of any statute,
order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction
over it, which materially and adversely affects or, to the
Master Servicer's knowledge, would in the future materially
and adversely affect, (x) the ability of the Master Servicer
to perform its obligations under this Agreement or (y) the
business, operations, financial condition, properties or
assets of the Master Servicer taken as a whole;
(iv) The Master Servicer is an approved
seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing
and is a HUD approved mortgagee pursuant to Section 203 of the
National Housing Act;
(v) No litigation is pending against the Master
Servicer that would materially and adversely affect the
execution, delivery or enforceability of this Agreement or the
ability of the Master Servicer to service the Mortgage Loans
or to perform any of its other obligations hereunder in
accordance with the terms hereof;
(vi) No consent, approval, authorization or order of
any court or governmental agency or body is required for the
execution, delivery and performance by the Master Servicer of,
or compliance by the Master Servicer with, this Agreement or
the consummation of the transactions contemplated by this
Agreement, except for such consents, approvals, authorizations
or orders, if any, that have been obtained prior to the
Closing Date;
(vii) The Master Servicer covenants that its computer
and other systems used in servicing the Mortgage Loans operate
in a manner such that the Master Servicer can service the
Mortgage Loans in accordance with the terms of this Agreement;
and
(viii) The Master Servicer (or a Sub-Servicer
servicing the Mortgage Loans on its behalf) is a member of
MERS in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection
with the servicing of the Mortgage Loans that are registered
with MERS.
It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee or to the
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Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust
Administrator, the Depositor and the Certificateholders. Upon discovery by any
of the Depositor, the Master Servicer, the Trust Administrator or the Trustee of
a breach of any of the foregoing representations, warranties and covenants which
materially and adversely affects the value of any Mortgage Loan or the interests
therein of the Certificateholders, the party discovering such breach shall give
prompt written notice (but in no event later than two Business Days following
such discovery) to the Trustee. Subject to Section 7.01, the obligation of the
Master Servicer set forth in Section 2.03(c) to cure breaches shall constitute
the sole remedies against the Master Servicer available to the
Certificateholders, the Depositor, the Trust Administrator or the Trustee on
behalf of the Certificateholders respecting a breach of the representations,
warranties and covenants contained in this Section 2.05.
SECTION 2.06 Issuance of the Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it or to the Custodian on its behalf of the Mortgage
Files, subject to the provisions of Section 2.01 and Section 2.02, together with
the assignment to it of all other assets included in REMIC I delivered on the
date hereof, receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery of such assets delivered on the date hereof and in
exchange therefor, the Trust Administrator, pursuant to the written request of
the Depositor executed by an officer of the Depositor, has executed, and the
Authenticating Agent has authenticated and delivered, to or upon the order of
the Depositor, the Certificates in authorized denominations. The interests
evidenced by the Certificates constitute the entire beneficial ownership
interest in REMIC I, REMIC II-B or REMIC III-B.
SECTION 2.07 Conveyance of the REMIC Regular Interests;
Acceptance of the Trust REMICs by the Trustee.
The rights of the Class I-R Certificateholders and of REMIC I to
receive distributions, and all ownership interests evidenced or constituted by
the Class I-R Certificates and the Group I Certificates, shall be as set forth
in this Agreement.
The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, without recourse all the right, title and interest of the Depositor in
and to the REMIC II-A Regular Interests for the benefit of the Class II-R
Certificateholders (as holder of the Class R-IIA Interest) and REMIC II-B (as
holder of the REMIC II-A Regular Interests). The Trustee acknowledges receipt of
the REMIC II-A Regular Interests and declares that it holds and will hold the
same in trust for the exclusive use and benefit of all present and future Class
II-R Certificateholders (as holder of the Class R-IIB Interest) and REMIC II-B
(as holder of the REMIC II-A Regular Interests). The rights of the Class II-R
Certificateholders (as holder of the Class R-IIB Interest) and of REMIC II-B (as
holder of the REMIC II-A Regular Interests) to receive distributions from the
proceeds of REMIC II-A, and all ownership interests evidenced or constituted by
the Class R-IIB Interest and the Group II Certificates, shall be as set forth in
this Agreement.
The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, without recourse all the right, title
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and interest of the Depositor in and to the REMIC III-A Regular Interests for
the benefit of the Class III-R Certificateholders (as holder of the Class R-IIIA
Interest) and REMIC III-B (as holder of the REMIC III-A Regular Interests). The
Trustee acknowledges receipt of the REMIC III-A Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of all present and future Class III-R Certificateholders (as holder of the Class
R-IIIB Interest) and REMIC III-B (as holder of the REMIC III-A Regular
Interests). The rights of the Class III-R Certificateholders (as holder of the
Class R-IIIB Interest) and of REMIC III-B (as holder of the REMIC III-A Regular
Interests) to receive distributions from the proceeds of REMIC III-A, and all
ownership interests evidenced or constituted by the Class R-IIIB Interest and
the Group II Certificates, shall be as set forth in this Agreement.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 Master Servicer to Act as Master Servicer.
The Master Servicer shall service and administer the Mortgage
Loans on behalf of the Trustee and in the best interests of and for the benefit
of the Certificateholders (as determined by the Master Servicer in its
reasonable judgment) in accordance with the terms of this Agreement and the
respective Mortgage Loans and, to the extent consistent with such terms, in the
same manner in which it services and administers similar mortgage loans for its
own portfolio, giving due consideration to customary and usual standards of
practice of prudent mortgage lenders and loan servicers administering similar
mortgage loans but without regard to:
(i) any relationship that the Master Servicer, any
Sub-Servicer or any Affiliate of the Master Servicer or any
Sub-Servicer may have with the related Mortgagor;
(ii) the ownership of any Certificate by the Master
Servicer or any Affiliate of the Master Servicer;
(iii) the Master Servicer's obligation to make P&I
Advances or Servicing Advances; or
(iv) the Master Servicer's or any Sub-Servicer's
right to receive compensation for its services hereunder or
with respect to any particular transaction.
To the extent consistent with the foregoing, the Master Servicer shall also seek
to maximize the timely and complete recovery of principal and interest on the
Mortgage Notes. Subject only to the above-described servicing standards and the
terms of this Agreement and of the respective Mortgage Loans, the Master
Servicer shall have full power and authority, acting alone or through
Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all
things in connection with such servicing and administration which it may deem
necessary or desirable.
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Without limiting the generality of the foregoing, the Master Servicer in its own
name or in the name of a Sub-Servicer is hereby authorized and empowered by the
Trustee when the Master Servicer believes it appropriate in its best judgment in
accordance with the servicing standards set forth above, to execute and deliver,
on behalf of the Certificateholders and the Trustee, and upon notice to the
Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Master Servicer
shall service and administer the Mortgage Loans in accordance with applicable
state and federal law and shall provide to the Mortgagors any reports required
to be provided to them thereby. The Master Servicer shall also comply in the
performance of this Agreement with all reasonable rules and requirements of each
insurer under each Primary Mortgage Insurance Policy and any standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
written request of the Master Servicer, and furnish to the Master Servicer and
any Sub-Servicer such documents as are necessary or appropriate to enable the
Master Servicer or any Sub-Servicer to carry out their servicing and
administrative duties hereunder, and the Trustee hereby grants to the Master
Servicer a power of attorney to carry out such duties. The Trustee shall not be
liable for the actions of the Master Servicer or any Sub-Servicers under such
powers of attorney.
In accordance with the standards of the preceding paragraph,
the Master Servicer shall advance or cause to be advanced funds as necessary for
the purpose of effecting the timely payment of taxes and assessments on the
Mortgaged Properties, which advances shall be Servicing Advances reimbursable in
the first instance from related collections from the Mortgagors pursuant to
Section 3.09, and further as provided in Section 3.11. Any cost incurred by the
Master Servicer or by Sub- Servicers in effecting the timely payment of taxes
and assessments on a Mortgaged Property shall not, for the purpose of
calculating distributions to Certificateholders, be added to the unpaid
principal balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit.
The Master Servicer further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the Sub-Servicer, when the Master Servicer or the Sub-Servicer,
as the case may be, believes it is appropriate in its best judgment to register
any Mortgage Loan on the MERS System, or cause the removal from the registration
of any Mortgage Loan on the MERS System, to execute and deliver, on behalf of
the Trustee and the Certificateholders or any of them, any and all instruments
of assignment and other comparable instruments with respect to such assignment
or re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. Any reasonable expenses (i) incurred as
a result of MERS discontinuing or becoming unable to continue operations in
connection with the MERS System or (ii) if the affected Mortgage Loan is in
default or, in the judgment of the Master Servicer, such default is reasonably
foreseeable, incurred in connection with the actions described in the preceding
sentence, shall be subject to withdrawal by the Master Servicer from the
Collection Account.
Notwithstanding anything in this Agreement to the contrary,
the Master Servicer may not make any future advances with respect to a Mortgage
Loan (except as provided in
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Section 4.03) and the Master Servicer shall not (i) permit any modification with
respect to any Mortgage Loan (except with respect to a Mortgage Loan that is in
default or, in the judgment of the Master Servicer, such default is reasonably
foreseeable) that would change the Mortgage Rate, reduce or increase the
principal balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan or (ii)
permit any modification, waiver or amendment of any term of any Mortgage Loan
that would both (A) effect an exchange or reissuance of such Mortgage Loan under
Section 1001 of the Code (or final, temporary or proposed Treasury regulations
promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a
REMIC under the Code or the imposition of any tax on "prohibited transactions"
or "contributions after the startup date" under the REMIC Provisions.
The Master Servicer may delegate its responsibilities under
this Agreement; provided, however, that no such delegation shall release the
Master Servicer from the responsibilities or liabilities arising under this
Agreement.
SECTION 3.02 Sub-Servicing Agreements Between the Master
Servicer and Sub-Servicers.
(a) The Master Servicer may enter into Sub-Servicing
Agreements (provided that such agreements would not result in a withdrawal or a
downgrading by the Rating Agencies of the rating on any Class of Certificates)
with Sub-Servicers, for the servicing and administration of the Mortgage Loans.
As of the Cut-Off date, GMAC is the Sub-Servicer with respect to the Mortgage
Loans originated by Quicken and with respect to the Mortgage Loans originated by
Mortgage IT and in such capacity GMAC will be primarily responsible for the
servicing of such Mortgage Loans. As of the Cut-Off Date, Countrywide Home Loans
Servicing LP is the Sub-Servicer with respect to the Mortgage Loans originated
by Countrywide and in such capacity Countrywide Home Loans Servicing LP will be
primarily responsible for the servicing of such Mortgage Loans. As of the
Cut-Off Date, Xxxxx Fargo is the Sub-Servicer with respect to the Mortgage Loans
originated by Xxxxx Fargo and in such capacity Xxxxx Fargo will be primarily
responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date,
CitiMortgage is the Sub-Servicer with respect to the CitiMortgage Mortgage Loans
and in such capacity CitiMortgage will be primarily responsible for the
servicing of such Mortgage Loans.
(b) Each Sub-Servicer shall be (i) authorized to transact
business in the state or states in which the related Mortgaged Properties it is
to service are situated, if and to the extent required by applicable law to
enable the Sub-Servicer to perform its obligations hereunder and under the
Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan
originator by the Federal Housing Administration or an institution the deposit
accounts of which are insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Xxx
approved mortgage servicer. Each Sub-Servicing Agreement must impose on the
Sub-Servicer requirements conforming to the provisions set forth in Section 3.08
and provide for servicing of the Mortgage Loans consistent with the terms of
this Agreement. The Master Servicer will examine each Sub-Servicing Agreement
and will be familiar with the terms thereof. The terms of any Sub-Servicing
Agreement will not be inconsistent with any of the provisions of this Agreement.
The Master Servicer and the Sub-Servicers may enter into and make amendments to
the Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements; provided, however, that any such amendments or different forms shall
be consistent with and not violate the provisions of
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this Agreement, and that no such amendment or different form shall be made or
entered into which could be reasonably expected to be materially adverse to the
interests of the Certificateholders, without the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any variation
without the consent of the Holders of Certificates entitled to at least 66% of
the Voting Rights from the provisions set forth in Section 3.08 relating to
insurance or priority requirements of Sub-Servicing Accounts, or credits and
charges to the Sub- Servicing Accounts or the timing and amount of remittances
by the Sub-Servicers to the Master Servicer, are conclusively deemed to be
inconsistent with this Agreement and therefore prohibited. The Master Servicer
shall deliver to the Trustee and the Trust Administrator copies of all
Sub-Servicing Agreements, and any amendments or modifications thereof, promptly
upon the Master Servicer's execution and delivery of such instruments.
(c) As part of its servicing activities hereunder, the Master
Servicer (except as otherwise provided in the last sentence of this paragraph),
for the benefit of the Trustee and the Certificateholders, shall enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement and
of the Seller under the Mortgage Loan Purchase Agreement, including, without
limitation, any obligation to make advances in respect of delinquent payments as
required by a Sub- Servicing Agreement, or to purchase a Mortgage Loan on
account of missing or defective documentation or on account of a breach of a
representation, warranty or covenant, as described in Section 2.03(a). Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements, and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer, in its good faith business judgment, would require
were it the owner of the related Mortgage Loans. The Master Servicer shall pay
the costs of such enforcement at its own expense, and shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement, to
the extent, if any, that such recovery exceeds all amounts due in respect of the
related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or
attorneys' fees against the party against whom such enforcement is directed.
SECTION 3.03 Successor Sub-Servicers.
The Master Servicer shall be entitled to terminate any
Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer
pursuant to any Sub-Servicing Agreement in accordance with the terms and
conditions of such Sub-Servicing Agreement. In the event of termination of any
Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed
simultaneously by the Master Servicer without any act or deed on the part of
such Sub-Servicer or the Master Servicer, and the Master Servicer either shall
service directly the related Mortgage Loans or shall enter into a Sub-Servicing
Agreement with a successor Sub-Servicer which qualifies under Section 3.02.
Any Sub-Servicing Agreement (other than any Initial
Sub-Servicing Agreement) shall include the provision that such agreement may be
immediately terminated by the Trustee or the Trust Administrator without fee, in
accordance with the terms of this Agreement, in the event that the Master
Servicer shall, for any reason, no longer be the Master Servicer (including
termination due to a Master Servicer Event of Default).
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SECTION 3.04 Liability of the Master Servicer.
Notwithstanding any Sub-Servicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer and a Sub-Servicer or reference to actions taken through a
Sub-Servicer or otherwise, the Master Servicer shall remain obligated and
primarily liable to the Trustee and the Certificateholders for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreements or arrangements or by virtue of indemnification from
the Sub-Servicer and to the same extent and under the same terms and conditions
as if the Master Servicer alone were servicing and administering the Mortgage
Loans. The Master Servicer shall be entitled to enter into any agreement with a
Sub- Servicer for indemnification of the Master Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
SECTION 3.05 No Contractual Relationship Between Sub-Servicers
and Trustee, Trust Administrator or
Certificateholders.
Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Master Servicer alone, and the Trustee, the Trust Administrator and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.06. The Master Servicer shall be solely liable
for all fees owed by it to any Sub-Servicer, irrespective of whether the Master
Servicer's compensation pursuant to this Agreement is sufficient to pay such
fees.
SECTION 3.06 Assumption or Termination of Sub-Servicing
Agreements by Trustee.
In the event the Master Servicer shall for any reason no
longer be the master servicer (including by reason of the occurrence of a Master
Servicer Event of Default), the Trustee or its designee shall thereupon assume
all of the rights and obligations of the Master Servicer under each
Sub-Servicing Agreement that the Master Servicer may have entered into, unless
the Trustee elects to terminate any Sub-Servicing Agreement in accordance with
its terms as provided in Section 3.03. Upon such assumption, the Trustee, its
designee or the successor servicer for the Trustee appointed pursuant to Section
7.02 shall be deemed, subject to Section 3.03, to have assumed all of the Master
Servicer's interest therein and to have replaced the Master Servicer as a party
to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing
Agreement had been assigned to the assuming party, except that (i) the Master
Servicer shall not thereby be relieved of any liability or obligations under any
Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any
successor Master Servicer shall be deemed to have assumed any liability or
obligation of the Master Servicer that arose before it ceased to be the Master
Servicer.
The Master Servicer at its expense shall, upon request of the
Trustee, deliver to the assuming party all documents and records relating to
each Sub-Servicing Agreement and the
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Mortgage Loans then being serviced and an accounting of amounts collected and
held by or on behalf of it, and otherwise use its best efforts to effect the
orderly and efficient transfer of the Sub- Servicing Agreements to the assuming
party.
SECTION 3.07 Collection of Certain Mortgage Loan Payments.
The Master Servicer shall make reasonable efforts to collect
all payments called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with this Agreement
and the terms and provisions of any related Primary Mortgage Insurance Policy
and any other applicable insurance policies, follow such collection procedures
as it would follow with respect to mortgage loans comparable to the Mortgage
Loans and held for its own account. Consistent with the foregoing and the
servicing standards set forth in Section 3.01, the Master Servicer may in its
discretion (i) waive any late payment charge or, if applicable, penalty
interest, only upon determining that the coverage of such Mortgage Loan by the
related Primary Mortgage Insurance Policy, if any, will not be affected, or (ii)
extend the due dates for Monthly Payments due on a Mortgage Note for a period of
not greater than 180 days; provided that any extension pursuant to clause (ii)
above shall not affect the amortization schedule of any Mortgage Loan for
purposes of any computation hereunder, except as provided below. In the event of
any such arrangement pursuant to clause (ii) above, the Master Servicer shall
make timely advances on such Mortgage Loan during such extension pursuant to
Section 4.03 and in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements.
Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
or, in the judgment of the Master Servicer, such default is reasonably
foreseeable, the Master Servicer, consistent with the standards set forth in
Section 3.01, may waive, modify or vary any term of such Mortgage Loan
(including modifications that change the Mortgage Rate, forgive the payment of
principal or interest or extend the final maturity date of such Mortgage Loan),
accept payment from the related Mortgagor of an amount less than the Stated
Principal Balance in final satisfaction of such Mortgage Loan (such payment, a
"Short Pay-off") or consent to the postponement of strict compliance with any
such term or otherwise grant indulgence to any Mortgagor, if in the Master
Servicer's determination such waiver, modification, postponement or indulgence
is not materially adverse to the interests of the Certificateholders (taking
into account any estimated Realized Loss that might result absent such action).
SECTION 3.08 Sub-Servicing Accounts.
In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to
establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account and shall
comply with all requirements of this Agreement relating to the Collection
Account (provided, however, that in the case of each Initial Sub-Servicing
Agreement, the applicable Sub-Servicing Account shall comply with all
requirements of the Initial Sub-Servicing Agreement relating to the custodial
account provided for therein). The Sub-Servicer shall deposit in the clearing
account (which account must be an Eligible Account) in which it customarily
deposits payments and collections on mortgage loans in connection with its
mortgage loan servicing activities on a daily basis, and in no event more than
two Business Days after the Sub-Servicer's receipt thereof, all proceeds of
Mortgage Loans received by the
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Sub-Servicer less its servicing compensation to the extent permitted by the
Sub-Servicing Agreement, and shall thereafter deposit such amounts in the
Sub-Servicing Account, in no event more than one Business Day after the deposit
of such funds into the clearing account. The Sub-Servicer shall thereafter remit
such proceeds to the Master Servicer for deposit in the Collection Account not
later than two Business Days after the deposit of such amounts in the
Sub-Servicing Account (or, in the case of the Initial Sub-Servicing Agreement,
at such time as is required pursuant to the terms of the Initial Sub-Servicing
Agreement). For purposes of this Agreement, the Master Servicer shall be deemed
to have received payments on the Mortgage Loans when the Sub-Servicer receives
such payments.
SECTION 3.09 Collection of Taxes, Assessments and Similar
Items; Servicing Accounts.
The Master Servicer shall establish and maintain (or cause a
Sub-Servicer to establish and maintain) one or more accounts (the "Servicing
Accounts"), into which all collections from the Mortgagors (or related advances
from Sub-Servicers) for the payment of ground rents, taxes, assessments, fire
and hazard insurance premiums, Primary Mortgage Insurance Premiums, water
charges, sewer rents and comparable items for the account of the Mortgagors
("Escrow Payments") shall be deposited and retained. Servicing Accounts shall be
Eligible Accounts. The Master Servicer (or the applicable Sub-Servicer) shall
deposit in the clearing account (which account must be an Eligible Account) in
which it customarily deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities on a daily basis, and in
no event more than two Business Days after the Master Servicer's (or the
applicable Sub-Servicer's) receipt thereof, all Escrow Payments collected on
account of the Mortgage Loans and shall thereafter deposit such Escrow Payments
in the Servicing Accounts, in no event more than one Business Day after the
deposit of such funds in the clearing account, for the purpose of effecting the
payment of any such items as required under the terms of this Agreement.
Withdrawals of amounts from a Servicing Account may be made only to (i) effect
payment of Escrow Payments; (ii) reimburse the Master Servicer (or a
Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out
of related collections for any advances made pursuant to Section 3.01 (with
respect to taxes and assessments) and Section 3.14 (with respect to hazard
insurance); (iii) refund to Mortgagors any sums as may be determined to be
overages; (iv) pay interest, if required and as described below, to Mortgagors
on balances in the Servicing Account; (v) clear and terminate the Servicing
Account at the termination of the Master Servicer's obligations and
responsibilities in respect of the Mortgage Loans under this Agreement in
accordance with Article IX; or (vi) recover amounts deposited in error. As part
of its servicing duties, the Master Servicer or Sub-Servicers shall pay to the
Mortgagors interest on funds in Servicing Accounts, to the extent required by
law and, to the extent that interest earned on funds in the Servicing Accounts
is insufficient, to pay such interest from its or their own funds, without any
reimbursement therefor. To the extent that a Mortgage does not provide for
Escrow Payments, the Master Servicer shall determine whether any such payments
are made by the Mortgagor in a manner and at a time that avoids the loss of the
Mortgaged Property due to a tax sale or the foreclosure of a tax lien. The
Master Servicer assumes full responsibility for the payment of all such bills
and shall effect payments of all such bills irrespective of the Mortgagor's
faithful performance in the payment of same or the making of the Escrow Payments
and shall make advances from its own funds to effect such payments.
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SECTION 3.10 Collection Account and Distribution Account.
(a) On behalf of the Trust Fund, the Master Servicer shall
establish and maintain one or more separate, segregated trust accounts (such
account or accounts, the "Collection Account"), held in trust for the benefit of
the Trustee and the Certificateholders. On behalf of the Trust Fund, the Master
Servicer shall deposit or cause to be deposited in the clearing account (which
account must be an Eligible Account) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than two Business Days after
the Master Servicer's receipt thereof, and shall thereafter deposit in the
Collection Account, in no event more than one Business Day after the deposit of
such funds into the clearing account, as and when received or as otherwise
required hereunder, the following payments and collections received or made by
it from and after the Cut-off Date (other than in respect of principal or
interest on the related Mortgage Loans due on or before the Cut-off Date), or
payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a Due Period subsequent thereto:
(i) all payments on account of principal, including
Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest (net of the
related Servicing Fee and the related Administration Fee) on
each Mortgage Loan;
(iii) all Insurance Proceeds, Subsequent Recoveries
and Liquidation Proceeds (other than proceeds collected in
respect of any particular REO Property and amounts paid by the
Master Servicer in connection with a purchase of Mortgage
Loans and REO Properties pursuant to Section 9.01);
(iv) any amounts required to be deposited pursuant to
Section 3.12 in connection with any losses realized on
Permitted Investments with respect to funds held in the
Collection Account;
(v) any amounts required to be deposited by the
Master Servicer pursuant to the second paragraph of Section
3.14(a) in respect of any blanket policy deductibles;
(vi) all proceeds of any Mortgage Loan repurchased or
purchased in accordance with Section 2.03 or Section 9.01; and
(vii) all amounts required to be deposited in
connection with shortfalls in principal amount of Qualified
Substitute Mortgage Loans pursuant to Section 2.03.
For purposes of the immediately preceding sentence, the
Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be
deemed to be the date of substitution.
The foregoing requirements for deposit in the Collection
Accounts shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing,
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payments in the nature of late payment charges or assumption fees need not be
deposited by the Master Servicer in the Collection Account. In the event the
Master Servicer shall deposit in the Collection Account any amount not required
to be deposited therein, it may at any time withdraw such amount from the
Collection Account, any provision herein to the contrary notwithstanding.
(b) On behalf of the Trust Fund, the Paying Agent on behalf of
the Trust Administrator shall establish and maintain one or more separate,
segregated trust accounts (such account or accounts, the "Distribution
Account"), held in trust for the benefit of the Certificateholders. On behalf of
the Trust Fund, the Master Servicer shall deliver to the Paying Agent in
immediately available funds for deposit in the Distribution Account on or before
12:00 p.m. New York time (i) on the Master Servicer Remittance Date, that
portion of the Available Distribution Amount (calculated without regard to the
subtraction therefrom of any amounts described in clause (ii)(a) of the
definition thereof) for the related Distribution Date then on deposit in the
Collection Account, and (ii) on each Business Day as of the commencement of
which the balance on deposit in the Collection Account exceeds $75,000 following
any withdrawals pursuant to the next succeeding sentence, the amount of such
excess, but only if the Collection Account constitutes an Eligible Account
solely pursuant to clause (ii) of the definition of "Eligible Account." If the
balance on deposit in the Collection Account exceeds $75,000 as of the
commencement of business on any Business Day and the Collection Account
constitutes an Eligible Account solely pursuant to clause (ii) of the definition
of "Eligible Account," the Master Servicer shall, on or before 12:00 p.m. New
York time on such Business Day, withdraw from the Collection Account any and all
amounts payable or reimbursable to the Depositor, the Master Servicer, the
Trustee, the Trust Administrator, the Seller or any Sub-Servicer pursuant to
Section 3.11 and shall pay such amounts to the Persons entitled thereto.
(c) Funds in the Collection Account and the Distribution
Account may be invested in Permitted Investments in accordance with the
provisions set forth in Section 3.12. The Master Servicer shall give notice to
the Trustee, the Trust Administrator, the Paying Agent and the Depositor of the
location of the Collection Account maintained by it when established and prior
to any change thereof. The Paying Agent shall give notice to the Master
Servicer, the Trust Administrator, the Paying Agent and the Depositor of the
location of the Distribution Account when established and prior to any change
thereof.
(d) Funds held in the Collection Account at any time may be
delivered by the Master Servicer to the Paying Agent on behalf of the Trust
Administrator for deposit in an account (which may be the Distribution Account
and must satisfy the standards for the Distribution Account as set forth in the
definition thereof) and for all purposes of this Agreement shall be deemed to be
a part of the Collection Account; provided, however, that the Paying Agent shall
have the sole authority to withdraw any funds held pursuant to this subsection
(d). In the event the Master Servicer shall deliver to the Paying Agent for
deposit in the Distribution Account any amount not required to be deposited
therein, it may at any time request that the Paying Agent withdraw such amount
from the Distribution Account and remit to it any such amount, any provision
herein to the contrary notwithstanding. In addition, the Master Servicer shall
deliver to the Paying Agent from time to time for deposit, and upon written
notification from the Master Servicer, the Paying Agent shall so deposit, in the
Distribution Account:
(i) any P&I Advances, as required pursuant to Section
4.03;
(ii) any amounts required to be deposited pursuant to
Section 3.23(d) or (f) in connection with any REO Property;
(iii) any amounts to be paid by the Master Servicer
in connection with a purchase of Mortgage Loans and REO
Properties pursuant to Section 9.01;
(iv) any amounts required to be deposited pursuant to
Section 3.24 in connection with any Prepayment Interest
Shortfalls; and
(v) any Stayed Funds, as soon as permitted by the
federal bankruptcy court having jurisdiction in such matters.
(e) Promptly upon receipt of any Stayed Funds, whether from
the Master Servicer, a trustee in bankruptcy, or federal bankruptcy court or
other source, the Paying Agent shall deposit such funds in the Distribution
Account, subject to withdrawal thereof as permitted hereunder.
(f) The Master Servicer shall deposit in the Collection
Account any amounts required to be deposited pursuant to Section 3.12(b) in
connection with losses realized on Permitted Investments with respect to funds
held in the Collection Account.
SECTION 3.11 Withdrawals from the Collection Account and
Distribution Account.
(a) The Master Servicer shall, from time to time, make
withdrawals from the Collection Account for any of the following purposes or as
described in Section 4.03:
(i) to remit to the Paying Agent for deposit in the
Distribution Account the amounts required to be so remitted
pursuant to Section 3.10(b) or permitted to be so remitted
pursuant to the first sentence of Section 3.10(d);
(ii) subject to Section 3.16(d), to reimburse the
Master Servicer for P&I Advances, but only to the extent of
amounts received which represent Late Collections (net of the
related Servicing Fees and Administration Fees) of Monthly
Payments on Mortgage Loans with respect to which such P&I
Advances were made in accordance with the provisions of
Section 4.03;
(iii) subject to Section 3.16(d), to pay the Master
Servicer or any Sub- Servicer (A) any unpaid Servicing Fees
and unpaid Administration Fees, (B) any unreimbursed Servicing
Advances with respect to each Mortgage Loan, but only to the
extent of any Liquidation Proceeds, Insurance Proceeds or
other amounts as may be collected by the Master Servicer from
a Mortgagor, or otherwise received with respect to such
Mortgage Loan and (C) any nonrecoverable Servicing Advances
following the final liquidation of a Mortgage Loan, but only
to the extent that Late Collections, Liquidation Proceeds and
Insurance Proceeds received with respect to such Mortgage Loan
are insufficient to reimburse the Master Servicer or any
Sub-Servicer for such Servicing Advances;
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(iv) to pay to the Master Servicer as servicing
compensation (in addition to the Servicing Fee and the
Administration Fee) on the Master Servicer Remittance Date any
interest or investment income earned on funds deposited in the
Collection Account;
(v) to pay to the Master Servicer, the Depositor or
the Seller, as the case may be, with respect to each Mortgage
Loan that has previously been purchased or replaced pursuant
to Section 2.03 or Section 3.16(c) all amounts received
thereon subsequent to the date of purchase or substitution, as
the case may be;
(vi) to reimburse the Master Servicer for any P&I
Advance previously made which the Master Servicer has
determined to be a Nonrecoverable P&I Advance in accordance
with the provisions of Section 4.03;
(vii) to reimburse the Master Servicer or the
Depositor for expenses incurred by or reimbursable to the
Master Servicer or the Depositor, as the case may be, pursuant
to Section 6.03;
(viii) to reimburse the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, for expenses
reasonably incurred in respect of the breach or defect giving
rise to the purchase obligation under Section 2.03 or Section
2.04 of this Agreement that were included in the Purchase
Price of the Mortgage Loan, including any expenses arising out
of the enforcement of the purchase obligation;
(ix) to pay, or to reimburse the Master Servicer for
advances in respect of expenses incurred in connection with
any Mortgage Loan pursuant to Section 3.16(b);
(x) [reserved]; and
(xi) to clear and terminate the Collection Account
pursuant to Section 9.01.
The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Collection Account, to the extent held by or
on behalf of it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (viii) and
(ix) above. The Master Servicer shall provide written notification to the
Trustee, the Trust Administrator and the Paying Agent, on or prior to the next
succeeding Master Servicer Remittance Date, upon making any withdrawals from the
Collection Account pursuant to subclause (vii) above.
(b) The Paying Agent shall, from time to time, make
withdrawals from the Distribution Account, for any of the following purposes,
without priority:
(i) to make distributions to Certificateholders in
accordance with Section 4.01;
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(ii) to pay to itself any interest income earned on
funds deposited in the Distribution Account pursuant to
Section 3.12(c);
(iii) to reimburse the Trust Administrator or the
Trustee pursuant to Section 7.02;
(iv) to pay any amounts in respect of taxes pursuant
to 10.01(g)(iii);
(v) to pay any Extraordinary Trust Fund Expenses;
(vi) to reimburse the Paying Agent or the Trustee for
any P&I Advance made by it under Section 7.01 (if not
reimbursed by the Master Servicer) to the same extent the
Master Servicer would be entitled to reimbursement under
Section 3.11(a); and
(vii) to clear and terminate the Distribution Account
pursuant to Section 9.01.
SECTION 3.12 Investment of Funds in the Collection Account and
the Distribution Account.
(a) The Master Servicer may direct any depository institution
maintaining the Collection Account (for purposes of this Section 3.12, an
"Investment Account"), and the Paying Agent may direct any depository
institution maintaining the Distribution Account (for purposes of this Section
3.12, also an "Investment Account"), to hold the funds in such Investment
Account uninvested or to invest the funds in such Investment Account in one or
more Permitted Investments specified in such instruction bearing interest or
sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if a Person other
than the Paying Agent is the obligor thereon, and (ii) no later than the date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement, if the Paying Agent is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trust
Administrator (in its capacity as such) or in the name of a nominee of the Trust
Administrator. The Trust Administrator shall be entitled to sole possession
(except with respect to investment direction of funds held in the Collection
Account and the Distribution Account and any income and gain realized thereon)
over each such investment, and any certificate or other instrument evidencing
any such investment shall be delivered directly to the Trust Administrator or
its agent, together with any document of transfer necessary to transfer title to
such investment to the Trust Administrator or its nominee. In the event amounts
on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Trust Administrator shall:
(x) consistent with any notice required to be given
thereunder, demand that payment thereon be made on
the last day such Permitted Investment may otherwise
mature hereunder in an amount equal to
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the lesser of (1) all amounts then payable thereunder
and (2) the amount required to be withdrawn on such
date; and
(y) demand payment of all amounts due thereunder promptly
upon determination by a Responsible Officer of the
Trust Administrator that such Permitted Investment
would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the
Investment Account.
(b) All income and gain realized from the investment of funds
deposited in the Collection Account held by or on behalf of the Master Servicer,
shall be for the benefit of the Master Servicer and shall be subject to its
withdrawal in accordance with Section 3.11. The Master Servicer shall deposit in
the Collection Account the amount of any loss of principal incurred in respect
of any such Permitted Investment made with funds in such accounts immediately
upon realization of such loss.
(c) All income and gain realized from the investment of funds
deposited in the Distribution Account held by or on behalf of the Paying Agent,
shall be for the benefit of the Paying Agent and shall be subject to its
withdrawal at any time. The Paying Agent shall deposit in the Distribution
Account the amount of any loss of principal incurred in respect of any such
Permitted Investment made with funds in such accounts immediately upon
realization of such loss.
(d) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trustee may and, subject to Section 8.01 and Section
8.02(a)(v), upon the request of the Holders of Certificates representing more
than 50% of the Voting Rights allocated to any Class of Certificates, shall take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.
SECTION 3.13 Maintenance of the Primary Mortgage Insurance
Policies; Collections Thereunder.
The Master Servicer will maintain or cause the related
Sub-Servicer, if any, to maintain in full force and effect, if required under
the Mortgage Loan Purchase Agreement and to the extent available, a Primary
Mortgage Insurance Policy with respect to each Mortgage Loan so insured as of
the Closing Date (or, in the case of a Qualified Substitute Mortgage Loan, on
the date of substitution). Such coverage will be maintained with respect to each
such Mortgage Loan for so long as it is outstanding, subject to any applicable
laws or until the related Loan-to-Value Ratio is reduced to less than or equal
to 80% based on Mortgagor payments. The Master Servicer shall cause the premium
for each Primary Mortgage Insurance Policy to be paid on a timely basis and
shall pay such premium out of its own funds if it is not otherwise paid. The
Master Servicer or the related Sub-Servicer, if any, will not cancel or refuse
to renew any such Primary Mortgage Insurance Policy in effect on the Closing
Date (or, in the case of a Qualified Substitute Mortgage Loan, on the date of
substitution) that is required to be kept in force under this Agreement unless
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a replacement Primary Mortgage Insurance Policy for such canceled or non-renewed
policy is obtained from and maintained with a Qualified Insurer.
The Master Servicer shall not take, or permit any Sub-Servicer
to take, any action which would result in non-coverage under any applicable
Primary Mortgage Insurance Policy of any loss which, but for the actions of the
Master Servicer or Sub-Servicer, would have been covered thereunder. The Master
Servicer will comply in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Primary Mortgage Insurance
Policy. In connection with any assumption and modification agreement or
substitution of liability agreement entered into or to be entered into pursuant
to Section 3.15, the Master Servicer shall promptly notify the insurer under the
related Primary Mortgage Insurance Policy, if any, of such assumption in
accordance with the terms of such policies and shall take all actions which may
be required by such insurer as a condition to the continuation of coverage under
the Primary Mortgage Insurance Policy. If any such Primary Mortgage Insurance
Policy is terminated as a result of such assumption, the Master Servicer or the
related Sub-Servicer shall obtain a replacement Primary Mortgage Insurance
Policy as provided above.
In connection with its activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to prepare and
present, on behalf of itself, the Trustee and the Certificateholders, claims to
the insurer under any Primary Mortgage Insurance Policy in a timely fashion in
accordance with the terms of such policies and, in this regard, to take such
action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Any amounts collected by
the Master Servicer under any Primary Mortgage Insurance Policy shall be
deposited in the Collection Account, subject to withdrawal pursuant to Section
3.11; and any amounts collected by the Master Servicer under any Primary
Mortgage Insurance Policy in respect of any REO Property shall be deposited in
the Collection Account, subject to withdrawal pursuant to Section 3.23. In those
cases in which a Mortgage Loan is serviced by a Sub-Servicer, the Sub-Servicer,
on behalf of itself, the Trustee, and the Certificateholders, will present
claims to the insurer under any Primary Mortgage Insurance Policy and all
collections thereunder shall be deposited initially in the Sub-Servicing
Account.
SECTION 3.14 Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each
Mortgage Loan fire insurance with extended coverage on the related Mortgaged
Property in an amount which is at least equal to the least of (i) the current
principal balance of such Mortgage Loan, (ii) the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of such
property on a replacement cost basis and (iii) the maximum insurable value of
the improvements which are a part of such Mortgaged Property, in each case in an
amount not less than such amount as is necessary to avoid the application of any
coinsurance clause contained in the related hazard insurance policy. The Master
Servicer shall also cause to be maintained fire insurance with extended coverage
on each REO Property in an amount which is at least equal to the lesser of (i)
the maximum insurable value of the improvements which are a part of such
property and (ii) the outstanding principal balance of the related Mortgage Loan
at the time it became an REO Property, plus accrued interest at the Mortgage
Rate and related Servicing
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Advances. The Master Servicer will comply in the performance of this Agreement
with all reasonable rules and requirements of each insurer under any such hazard
policies. Any amounts to be collected by the Master Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or amounts to be released to the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note) shall be deposited in the
Collection Account, subject to withdrawal pursuant to Section 3.11, if received
in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal
pursuant to Section 3.23, if received in respect of an REO Property. Any cost
incurred by the Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating distributions to Certificateholders, be added to the
unpaid principal balance of the related Mortgage Loan, notwithstanding that the
terms of such Mortgage Loan so permit. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. If the Mortgaged
Property or REO Property is at any time in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, the Master Servicer will cause to be maintained a flood insurance
policy in respect thereof. Such flood insurance shall be in an amount equal to
the lesser of (i) the unpaid principal balance of the related Mortgage Loan and
(ii) the maximum amount of such insurance available for the related Mortgaged
Property under the national flood insurance program (assuming that the area in
which such Mortgaged Property is located is participating in such program).
In the event that the Master Servicer shall obtain and
maintain a blanket policy with an insurer having a General Policy Rating of A:X
or better in Best's Key Rating Guide (or such other rating that is comparable to
such rating) insuring against hazard losses on all of the Mortgage Loans, it
shall conclusively be deemed to have satisfied its obligations as set forth in
the first two sentences of this Section 3.14, it being understood and agreed
that such policy may contain a deductible clause, in which case the Master
Servicer shall, in the event that there shall not have been maintained on the
related Mortgaged Property or REO Property a policy complying with the first two
sentences of this Section 3.14, and there shall have been one or more losses
which would have been covered by such policy, deposit to the Collection Account
from its own funds the amount not otherwise payable under the blanket policy
because of such deductible clause. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy.
(b) The Master Servicer shall keep in force during the term of
this Agreement a policy or policies of insurance covering errors and omissions
for failure in the performance of the Master Servicer's obligations under this
Agreement, which policy or policies shall be in such form and amount that would
meet the requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of
the Mortgage Loans, unless the Master Servicer has obtained a waiver of such
requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall also
maintain a fidelity bond in the form and amount that would meet the requirements
of Xxxxxx Mae or Xxxxxxx Mac, unless the Master Servicer has obtained a waiver
of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall
provide the Trustee (upon the Trustee's reasonable
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request) with copies of any such insurance policies and fidelity bond. The
Master Servicer shall be deemed to have complied with this provision if an
Affiliate of the Master Servicer has such errors and omissions and fidelity bond
coverage and, by the terms of such insurance policy or fidelity bond, the
coverage afforded thereunder extends to the Master Servicer. Any such errors and
omissions policy and fidelity bond shall by its terms not be cancelable without
thirty days' prior written notice to the Trustee. The Master Servicer shall also
cause each Sub-Servicer to maintain a policy of insurance covering errors and
omissions and a fidelity bond which would meet such requirements.
SECTION 3.15 Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
The Master Servicer will, to the extent it has knowledge of
any conveyance or prospective conveyance of any Mortgaged Property by any
Mortgagor (whether by absolute conveyance or by contract of sale, and whether or
not the Mortgagor remains or is to remain liable under the Mortgage Note and/or
the Mortgage), exercise its rights to accelerate the maturity of such Mortgage
Loan under the "due-on-sale" clause, if any, applicable thereto; provided,
however, that the Master Servicer shall not exercise any such rights if
prohibited by law from doing so or if the exercise of such rights would impair
or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. If the Master Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, or if any of the other
conditions set forth in the proviso to the preceding sentence apply, the Master
Servicer will enter into an assumption and modification agreement from or with
the person to whom such property has been conveyed or is proposed to be
conveyed, pursuant to which such person becomes liable under the Mortgage Note
and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. The Master Servicer is also authorized to enter into a
substitution of liability agreement with such person, pursuant to which the
original Mortgagor is released from liability and such person is substituted as
the Mortgagor and becomes liable under the Mortgage Note, provided that no such
substitution shall be effective unless such person satisfies the underwriting
criteria of the Master Servicer. In connection with any assumption or
substitution, the Master Servicer shall apply such underwriting standards and
follow such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned
solely by it. The Master Servicer shall not take or enter into any assumption
and modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable Primary Mortgage Insurance Policy or hazard
insurance policy, or a new policy meeting the requirements of this Section is
obtained. Any fee collected by the Master Servicer in respect of an assumption
or substitution of liability agreement will be retained by the Master Servicer
as additional servicing compensation. In connection with any such assumption, no
material term of the Mortgage Note (including but not limited to the related
Mortgage Rate and the amount of the Monthly Payment) may be amended or modified,
except as otherwise required pursuant to the terms thereof. The Master Servicer
shall notify the Trustee that any such substitution or assumption agreement has
been completed by forwarding to the Custodian (with a copy to the Trustee) the
executed original of such substitution or assumption agreement, which document
shall be added to the related Mortgage File and shall, for all purposes, be
considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof.
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Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Master Servicer shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan by operation of law or by the terms of the
Mortgage Note or any assumption which the Master Servicer may be restricted by
law from preventing, for any reason whatever. For purposes of this Section 3.15,
the term "assumption" is deemed to also include a sale (of the Mortgaged
Property) subject to the Mortgage that is not accompanied by an assumption or
substitution of liability agreement.
SECTION 3.16 Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall, consistent with the servicing
standard set forth in Section 3.01, foreclose upon or otherwise comparably
convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments pursuant to Section 3.07. The Master
Servicer shall be responsible for all costs and expenses incurred by it in any
such proceedings; provided, however, that such costs and expenses will be
recoverable as Servicing Advances by the Master Servicer as contemplated in
Section 3.11 and Section 3.23. The foregoing is subject to the provision that,
in any case in which Mortgaged Property shall have suffered damage from an
Uninsured Cause, the Master Servicer shall not be required to expend its own
funds toward the restoration of such property unless it shall determine in its
discretion that such restoration will increase the proceeds of liquidation of
the related Mortgage Loan after reimbursement to itself for such expenses.
(b) Notwithstanding the foregoing provisions of this Section
3.16 or any other provision of this Agreement, with respect to any Mortgage Loan
as to which the Master Servicer has received actual notice of, or has actual
knowledge of, the presence of any toxic or hazardous substance on the related
Mortgaged Property, the Master Servicer shall not, on behalf of the Trustee,
either (i) obtain title to such Mortgaged Property as a result of or in lieu of
foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any
other action with respect to, such Mortgaged Property, if, as a result of any
such action, the Trustee, the Trust Fund, the Trust Administrator, the Master
Servicer or the Certificateholders would be considered to hold title to, to be a
"mortgagee-in- possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Master Servicer has also previously
determined, based on its reasonable judgment and a report prepared by a Person
who regularly conducts environmental audits using customary industry standards,
that:
(1) such Mortgaged Property is in compliance with
applicable environmental laws or, if not, that it would be in
the best economic interest of the Trust Fund to take such
actions as are necessary to bring the Mortgaged Property into
compliance therewith; and
(2) there are no circumstances present at such
Mortgaged Property relating to the use, management or disposal
of any hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials for which investigation,
testing, monitoring, containment, clean-up or remediation
could be required under any federal, state or local law or
regulation, or that if any such materials are present for
which
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such action could be required, that it would be in the best
economic interest of the Trust Fund to take such actions with
respect to the affected Mortgaged Property.
The cost of the environmental audit report contemplated by
this Section 3.23 shall be advanced by the Master Servicer, subject to the
Master Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.11(a)(ix), such right of reimbursement being prior to the
rights of Certificateholders to receive any amount in the Collection Account
received in respect of the affected Mortgage Loan or other Mortgage Loans.
If the Master Servicer determines, as described above, that it
is in the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund. The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Master Servicer,
subject to the Master Servicer's right to be reimbursed therefor from the
Collection Account as provided in Section 3.11(a)(ix), such right of
reimbursement being prior to the rights of Certificateholders to receive any
amount in the Collection Account received in respect of the affected Mortgage
Loan or other Mortgage Loans.
(c) [Reserved].
(d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan,
will be applied in the following order of priority: first, to reimburse the
Master Servicer or any Sub-Servicer for any related unreimbursed Servicing
Advances and P&I Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B);
second, to accrued and unpaid interest on the Mortgage Loan, to the date of the
Final Recovery Determination, or to the Due Date prior to the Distribution Date
on which such amounts are to be distributed if not in connection with a Final
Recovery Determination; and third, as a recovery of principal of the Mortgage
Loan. If the amount of the recovery so allocated to interest is less than the
full amount of accrued and unpaid interest due on such Mortgage Loan, the amount
of such recovery will be allocated by the Master Servicer as follows: first, to
unpaid Servicing Fees and Administration Fees; and second, to the balance of the
interest then due and owing. The portion of the recovery so allocated to unpaid
Servicing Fees and unpaid Administration Fees shall be reimbursed to the Master
Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii)(A).
SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan, or the
receipt by the Master Servicer of a notification that payment in full shall be
escrowed in a manner customary for such purposes, the Master Servicer will
immediately notify the Custodian, on behalf of the Trustee, by a certification
in the form of Exhibit E (which certification shall include a statement
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to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Collection Account
pursuant to Section 3.10 have been or will be so deposited) of a Servicing
Officer and shall request that the Custodian, on behalf of the Trustee, deliver
to it the Mortgage File. Upon receipt of such certification and request, the
Custodian, on behalf of the Trustee, shall promptly release the related Mortgage
File to the Master Servicer, and the Master Servicer is authorized to cause the
removal from the registration on the MERS(R) System of any such Mortgage, if
applicable, and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Collection Account or the Distribution Account.
The Trustee (or a Custodian on its behalf) shall, at the
written request and expense of any Certificateholder, provide a written report
to such Certificateholder of all Mortgage Files released to the Master Servicer
for servicing purposes.
(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any Primary Mortgage Insurance Policy or any other insurance policy relating to
the Mortgage Loans, the Custodian, on behalf of the Trustee, shall, upon request
of the Master Servicer and delivery to the Custodian and the Trustee of a
Request for Release in the form of Exhibit E-l, release the related Mortgage
File to the Master Servicer, and the Custodian, on behalf of the Trustee, shall,
at the direction of the Master Servicer, execute such documents as shall be
necessary to the prosecution of any such proceedings. Such Request for Release
shall obligate the Master Servicer to return each and every document previously
requested from the Mortgage File to the Custodian when the need therefor by the
Master Servicer no longer exists, unless the Mortgage Loan has been liquidated
and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the Collection Account or the Mortgage File or such document has been
delivered to an attorney, or to a public trustee or other public official as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Custodian, on
behalf of the Trustee, a certificate of a Servicing Officer certifying as to the
name and address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery. Upon receipt of a
certificate of a Servicing Officer stating that such Mortgage Loan was
liquidated and that all amounts received or to be received in connection with
such liquidation that are required to be deposited into the Collection Account
have been so deposited, or that such Mortgage Loan has become an REO Property, a
copy of the Request for Release shall be released by the Custodian, on behalf of
the Trustee, to the Master Servicer.
(c) Upon written certification of a Servicing Officer, the
Trustee shall execute and deliver to the Master Servicer any court pleadings,
requests for trustee's sale or other documents reasonably necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity. Each such certification shall include a request that such
pleadings or documents be executed by the Trustee and a statement as to the
reason such documents or pleadings are required and that
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the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
SECTION 3.18 Servicing Compensation.
As compensation for the activities of the Master Servicer
hereunder, the Master Servicer shall be entitled to the Servicing Fee and the
Administration Fee with respect to each Mortgage Loan payable solely from
payments of interest in respect of such Mortgage Loan, subject to Section 3.24.
In addition, the Master Servicer shall be entitled to recover unpaid Servicing
Fees and unpaid Administration Fees out of Insurance Proceeds or Liquidation
Proceeds to the extent permitted by Section 3.11(a)(iii)(A) and out of amounts
derived from the operation and sale of an REO Property to the extent permitted
by Section 3.23. The right to receive the Servicing Fee and the Administration
Fee may not be transferred in whole or in part except in connection with the
transfer of all of the Master Servicer's responsibilities and obligations under
this Agreement.
Additional servicing compensation in the form of assumption
fees, late payment charges and other similar fees and charges shall be retained
by the Master Servicer (subject to Section 3.24) only to the extent such fees or
charges are received by the Master Servicer. The Master Servicer shall also be
entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection
Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as
additional servicing compensation, interest or other income earned on deposits
therein, subject to Section 3.12 and Section 3.24. The Master Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder (including premiums due under the Primary Insurance
Policies, if any, premiums for the insurance required by Section 3.14, to the
extent such premiums are not paid by the related Mortgagors or by a
Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent
provided herein in Section 8.05, the fees and expenses of the Trustee and the
Trust Administrator) and shall not be entitled to reimbursement therefor except
as specifically provided herein.
SECTION 3.19 Reports to the Trust Administrator; Collection
Account Statements.
Not later than fifteen days after each Distribution Date, the
Master Servicer shall forward to the Trust Administrator and the Trustee, upon
the request of the Trust Administrator or the Trustee, a statement prepared by
the Master Servicer setting forth the status of the Collection Account as of the
close of business on the last day of the calendar month relating to such
Distribution Date and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from the Collection Account of
each category of deposit specified in Section 3.10(a) and each category of
withdrawal specified in Section 3.11. Such statement may be in the form of the
then current Xxxxxx Mae Monthly Accounting Report for its Guaranteed Mortgage
Pass-Through Program with appropriate additions and changes, and shall also
include information as to the aggregate of the outstanding principal balances of
all of the Mortgage Loans as of the last day of the calendar month immediately
preceding such Distribution Date. Copies of such statement shall be provided by
the Trust Administrator to the Certificates Registrar, and the Certificate
Registrar shall provide the same to any
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Certificateholder and to any Person identified to the Certificate Registrar as a
prospective transferee of a Certificate, upon the request and at the expense of
the requesting party, provided such statement is delivered by the Master
Servicer to the Trust Administrator and by the Trust Administrator to the
Certificate Registrar.
SECTION 3.20 Statement as to Compliance.
The Master Servicer shall deliver to the Trustee, the Trust
Administrator, the Depositor and the Rating Agencies on or before March 15 of
each year, commencing in 2006, an Officer's Certificate, certifying that with
respect to the period ending December 31 of the prior year: (i) such Servicing
Officer has reviewed the activities of such Master Servicer during the preceding
calendar year or portion thereof and its performance under this Agreement, (ii)
to the best of such Servicing Officer's knowledge, based on such review, such
Master Servicer has performed and fulfilled its duties, responsibilities and
obligations under this Agreement in all material respects throughout such year,
or, if there has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
Servicing Officer and the nature and status thereof, (iii) nothing has come to
the attention of such Servicing Officer to lead such Servicing Officer to
believe that any Servicer has failed to perform any of its duties,
responsibilities and obligations under its Servicing Agreement in all material
respects throughout such year, or, if there has been a material default in the
performance or fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such Servicing Officer and the nature and
status thereof. Copies of such statements shall be provided to any
Certificateholder upon request, by the Trust Administrator at the Master
Servicer's expense.
SECTION 3.21 Independent Public Accountants' Servicing Report.
The Master Servicer at its expense shall cause a nationally
recognized firm of independent certified public accountants to furnish a
statement to the Trustee, the Trust Administrator, the Depositor and the Rating
Agencies on or before March 15 of each year, commencing in 2006 to the effect
that, with respect to the most recently ended fiscal year, such firm has
examined certain records and documents relating to the Master Servicer's
performance of its servicing obligations under this Agreement and pooling and
servicing and trust agreements in material respects similar to this Agreement
and to each other and that, on the basis of such examination conducted
substantially in compliance with the audit program for mortgages serviced for
Xxxxxxx Mac or the Uniform Single Attestation Program for Mortgage Bankers, such
firm is of the opinion that the Master Servicer's activities have been conducted
in compliance with this Agreement, or that such examination has disclosed no
material items of noncompliance except for (i) such exceptions as such firm
believes to be immaterial, (ii) such other exceptions as are set forth in such
statement and (iii) such exceptions that the Uniform Single Attestation Program
for Mortgage Bankers or the Audit Program for Mortgages Serviced by Xxxxxxx Mac
requires it to report. Copies of such statements shall be provided to any
Certificateholder upon request by the Trust Administrator at the expense of the
Master Servicer. If such report discloses exceptions that are material, the
Master Servicer shall advise the Trustee whether such exceptions have been or
are susceptible of cure, and if susceptible of cure will take prompt action to
cure.
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SECTION 3.22 Access to Certain Documentation.
The Master Servicer shall provide to the Office of the
Controller of the Currency, the Office of Thrift Supervision, the FDIC, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to the documentation
regarding the Mortgage Loans required by applicable laws and regulations. Such
access shall be afforded without charge, but only upon reasonable request and
during normal business hours at the offices of the Master Servicer designated by
it. In addition, access to the documentation regarding the Mortgage Loans
required by applicable laws and regulations will be provided to such
Certificateholder, the Trustee, the Trust Administrator and to any Person
identified to the Master Servicer as a prospective transferee of a Certificate,
upon reasonable request during normal business hours at the offices of the
Master Servicer designated by it at the expense of the Person requesting such
access.
SECTION 3.23 Title, Management and Disposition of REO
Property.
(a) The deed or certificate of sale of any REO Property shall
be taken in the name of the Trustee, or its nominee, in trust for the benefit of
the Certificateholders. The Master Servicer, on behalf of the Trust Fund, shall
either sell any REO Property before the close of the third taxable year
following the year the Trust Fund acquires ownership of such REO Property for
purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue
Service, no later than 60 days before the day on which the above three-year
grace period would otherwise expire, an extension of the above three-year grace
period, unless the Master Servicer shall have delivered to the Trustee, the
Trust Administrator and the Depositor an Opinion of Counsel, addressed to the
Trustee, the Trust Administrator and the Depositor, to the effect that the
holding by the Trust Fund of such REO Property subsequent to the close of the
third taxable year after its acquisition will not result in the imposition on
the Trust Fund of taxes on "prohibited transactions" thereof, as defined in
Section 860F of the Code, or cause any Trust REMIC to fail to qualify as a REMIC
under Federal law at any time that any Certificates are outstanding. The Master
Servicer shall manage, conserve, protect and operate each REO Property for the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner which does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any Trust REMIC of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net
income from foreclosure property" which is subject to taxation under the REMIC
Provisions.
(b) The Master Servicer shall segregate and hold all funds
collected and received in connection with the operation of any REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to REO Properties an account held in trust for the Trustee
for the benefit of the Certificateholders (the "REO Account"), which shall be an
Eligible Account. The Master Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Master Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in the REO Account.
(c) The Master Servicer shall have full power and authority,
subject only to the specific requirements and prohibitions of this Agreement, to
do any and all things in
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connection with any REO Property as are consistent with the manner in which the
Master Servicer manages and operates similar property owned by the Master
Servicer or any of its Affiliates, all on such terms and for such period as the
Master Servicer deems to be in the best interests of Certificateholders. In
connection therewith, the Master Servicer shall deposit, or cause to be
deposited in the clearing account (which account must be an Eligible Account) in
which it customarily deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities on a daily basis, and in
no event more than two Business Days after the Master Servicer's receipt
thereof, and shall thereafter deposit in the REO Account, in no event more than
one Business Day after the deposit of such funds into the clearing account, all
revenues received by it with respect to an REO Property and shall withdraw
therefrom funds necessary for the proper operation, management and maintenance
of such REO Property including, without limitation:
(i) all insurance premiums due and payable in respect
of such REO Property;
(ii) all real estate taxes and assessments in respect
of such REO Property that may result in the imposition of a
lien thereon; and
(iii) all costs and expenses necessary to maintain
such REO Property.
To the extent that amounts on deposit in the REO Account with
respect to an REO Property are insufficient for the purposes set forth in
clauses (i) through (iii) above with respect to such REO Property, the Master
Servicer shall advance from its own funds such amount as is necessary for such
purposes if, but only if, the Master Servicer would make such advances if the
Master Servicer owned the REO Property and if in the Master Servicer's judgment,
the payment of such amounts will be recoverable from the rental or sale of the
REO Property.
Notwithstanding the foregoing, none of the Master Servicer,
the Trust Administrator or the Trustee shall:
(i) authorize the Trust Fund to enter into, renew or
extend any New Lease with respect to any REO Property, if the
New Lease by its terms will give rise to any income that does
not constitute Rents from Real Property;
(ii) authorize any amount to be received or accrued
under any New Lease other than amounts that will constitute
Rents from Real Property;
(iii) authorize any construction on any REO Property,
other than the completion of a building or other improvement
thereon, and then only if more than ten percent of the
construction of such building or other improvement was
completed before default on the related Mortgage Loan became
imminent, all within the meaning of Section 856(e)(4)(B) of
the Code; or
(iv) authorize any Person to Directly Operate any REO
Property on any date more than 90 days after its date of
acquisition by the Trust Fund;
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unless, in any such case, the Master Servicer has obtained an Opinion of
Counsel, provided to the Trust Administrator and the Trustee, to the effect that
such action will not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code at any time that
it is held by the Trust Fund, in which case the Master Servicer may take such
actions as are specified in such Opinion of Counsel.
The Master Servicer may contract with any Independent
Contractor for the operation and management of any REO Property, provided that:
(i) the terms and conditions of any such contract
shall not be inconsistent herewith;
(ii) any such contract shall require, or shall be
administered to require, that the Independent Contractor pay
all costs and expenses incurred in connection with the
operation and management of such REO Property, including those
listed above and remit all related revenues (net of such costs
and expenses) to the Master Servicer as soon as practicable,
but in no event later than thirty days following the receipt
thereof by such Independent Contractor;
(iii) none of the provisions of this Section 3.23(c)
relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the
Master Servicer of any of its duties and obligations to the
Trustee on behalf of the Certificateholders with respect to
the operation and management of any such REO Property; and
(iv) the Master Servicer shall be obligated with
respect thereto to the same extent as if it alone were
performing all duties and obligations in connection with the
operation and management of such REO Property.
The Master Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer's compensation pursuant to Section 3.18 is sufficient to pay
such fees.
(d) In addition to the withdrawals permitted under Section
3.23(c), the Master Servicer may from time to time make withdrawals from the REO
Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid
Servicing Fees of Administration Fees in respect of the related Mortgage Loan;
and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing
Advances and P&I Advances made in respect of such REO Property or the related
Mortgage Loan. Any income from the related REO Property received during any
calendar months prior to a Final Recovery Determination, net of any withdrawals
made pursuant to Section 3.23(c) or this Section 3.23(d), shall be withdrawn by
the Master Servicer from each REO Account maintained by it and remitted to the
Paying Agent for deposit into the Distribution Account in accordance with
Section 3.10(d)(ii) on the Master Servicer Remittance Date relating
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to a Final Recovery Determination with respect to such Mortgage Loan, for
distribution on the related Distribution Date in accordance with Section 4.01.
(e) Subject to the time constraints set forth in Section
3.23(a), and further subject to obtaining the approval of the insurer under any
related Primary Mortgage Insurance Policy (if and to the extent that such
approvals are necessary to make claims under such policies in respect of the
affected REO Property), each REO Disposition shall be carried out by the Master
Servicer at such price and upon such terms and conditions as the Master Servicer
shall deem necessary or advisable, as shall be normal and usual in its general
servicing activities for similar properties.
(f) The proceeds from the REO Disposition, net of any amount
required by law to be remitted to the Mortgagor under the related Mortgage Loan
and net of any payment or reimbursement to the Master Servicer or any
Sub-Servicer as provided above, shall be remitted to the Paying Agent for
deposit in the Distribution Account in accordance with Section 3.10(d)(ii) on
the Master Servicer Remittance Date in the month following the receipt thereof
for distribution on the related Distribution Date in accordance with Section
4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC
Provisions made subsequent to the Startup Day allow a sale for other
consideration).
(g) The Master Servicer shall file information returns with
respect to the receipt of mortgage interest received in a trade or business,
reports of foreclosures and abandonments of any Mortgaged Property and
cancellation of indebtedness income with respect to any Mortgaged Property as
required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such
reports shall be in form and substance sufficient to meet the reporting
requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.
SECTION 3.24 Obligations of the Master Servicer in Respect of
Prepayment Interest Shortfalls.
With respect to each Collateral Pool, the Master Servicer
shall deliver to the Paying Agent for deposit into the Distribution Account on
or before 12:00 p.m. New York time on the Master Servicer Remittance Date from
its own funds (or from a Sub-Servicer's own funds received by the Master
Servicer in respect of Compensating Interest) an amount equal to the lesser of
(i) the aggregate of the Prepayment Interest Shortfalls for the related
Distribution Date resulting from full or partial Principal Prepayments during
the related Prepayment Period and (ii) the applicable Compensating Interest
Payment for that Collateral Pool.
SECTION 3.25 Obligations of the Master Servicer in Respect of
Monthly Payments.
In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to
adjustments to Stated Principal Balances that were made by the Master Servicer
in a manner not consistent with the terms of the related Mortgage Note and this
Agreement, the Master Servicer, upon discovery or receipt of notice thereof,
immediately shall deliver to the Paying Agent for deposit in the Distribution
Account from its own funds the amount of any such shortfall and shall indemnify
and hold harmless the
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Trust Fund, the Trustee, the Trust Administrator, the Depositor and any
successor master servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement. If amounts paid by
the Master Servicer with respect to any Mortgage Loan pursuant to this Section
3.25 are subsequently recovered from the related Mortgagor, the Master Servicer
shall be permitted to reimburse itself for such amounts paid by it pursuant to
this Section 3.25 from such recoveries.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Distributions.
(a) (1) On each Distribution Date, the Paying Agent, in
accordance with calculations and determinations made by the Trust Administrator
as reflected in the statement to Certificateholders prepared by the Trust
Administrator pursuant to Section 4.02, shall withdraw from the Distribution
Account an amount equal to the related Available Distribution Amount for each
Loan Group or Subgroup, as applicable, within each Collateral Pool and shall
distribute the following amounts, in the following order of priority, from the
related Available Distribution Amount or related Available Distribution Amounts:
(i) in the case of the Available Distribution Amount or
Available Distribution Amounts for each Collateral Pool, concurrently,
to the Holders of the Senior Certificates (other than the Class III-PO
Certificates) relating to such Collateral Pool, and on the first
Distribution Date, to the Holders of the Residual Certificates relating
to such Collateral Pool, the Interest Distribution Amount for each such
Class for such Distribution Date, on a PRO RATA basis based on the
entitlement of each such Class to such interest;
(ii) in the case of the remaining Available Distribution
Amounts for Collateral Pool III, to the Holders of the Class III-PO
Certificates, to the extent of the Class PO Principal Distribution
Amount for such Class of Certificates, in reduction of the Certificate
Principal Balance of such Class, until the Certificate Principal
Balance of such Class has been reduced to zero
(iii) in the case of the remaining Available Distribution
Amount for each Loan Group or Subgroup, concurrently, to the Holders of
the related Class A Certificates, and on the first Distribution Date,
the Holders of the related Residual Certificates, to the extent of the
related Senior Principal Distribution Amount for such Classes of
Certificates, in reduction of the Certificate Principal Balances of
such Classes, on a PRO RATA basis based on their respective Certificate
Principal Balances, until the Certificate Principal Balance of each
such Class has been reduced to zero;
(iv) in the case of the remaining Available Distribution
Amount or Available Distribution Amounts for each Collateral Pool, to
the Holders of the related Subordinate Certificates (other than the
Class III-B2 Certificates, in the case of the remaining Available
Distribution Amounts for Collateral Pool III), the related Interest
Distribution Amount for each such Class for such Distribution Date,
distributable to the Holders of the
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Subordinate Certificates related to each Collateral Pool in the order
of priority from the Class of such Subordinate Certificates with the
lowest numerical designation to the Class of such Subordinate
Certificates with the highest numerical designation;
(v) in the case of the remaining Available Distribution
Amounts for Collateral Pool III, to the Holders of the Class III-PO
Certificates, in reduction of the Certificate Principal Balance of such
Class, in an amount equal to the excess, if any, of the Class PO
Percentage of the Stated Principal Balance of each Class PO Mortgage
Loan as to which a Final Liquidation has occurred, over the amount
distributed in respect of such Class PO Mortgage Loan to the Class
III-PO Certificates pursuant to clause (ii) above on such Distribution
Date or on any prior Distribution Date until paid in full to the
Holders of the Class PO Certificates;
(vi) in the case of the remaining Available Distribution
Amounts for Collateral Pool III, to the Holders of the Class III-B2
Certificates, the related Interest Distribution Amount for each such
Class for such Distribution Date
(vii) in the case of the remaining Available Distribution
Amount or Available Distribution Amounts for each Collateral Pool, to
the Holders of the related Subordinate Certificates, an aggregate
amount equal to the related Subordinate Principal Distribution Amount
for such Distribution Date, allocable among the related Classes of
Subordinate Certificates in reduction of the Certificate Principal
Balances thereof PRO RATA in accordance with the respective amounts
payable as to each such Class pursuant to the priorities and amounts
set forth in Section 4.01(b)(i); and
(viii) to the Holders of the related Residual Certificates,
any remaining amounts.
Immediately prior to the distributions to the Holders of the
Certificates on each Distribution Date, any adjustments to the Certificate
Principal Balances of the Certificates required by this paragraph shall be made.
For each Collateral Pool, an amount equal to the lesser of (x) the amount of
related Subsequent Recoveries included in the Available Funds for such
Distribution Date and (y) the aggregate amount of related Realized Losses, other
than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses
and Extraordinary Losses, previously allocated to the Certificates and that
remain "outstanding" as set forth below shall be applied as follows: first, to
increase the Certificate Principal Balance of the related Class of Certificates
with the highest payment priority to which such Realized Losses were previously
allocated, to the extent of any such Realized Losses previously allocated to
such Class and remaining "outstanding"; second, to increase the Certificate
Principal Balance of the related Class of Certificates with the next highest
payment priority to which such Realized Losses were previously allocated, to the
extent of any such Realized Losses previously allocated to such Class and
remaining "outstanding"; and so forth. For purposes of the foregoing, with
respect to any Class of Certificates, the amount of previously allocated
Realized Losses that have been offset by an increase in Certificate Principal
Balance as provided above shall be deemed no longer "outstanding" but not by
more than the amount of Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. Holders of any Class of Certificates with
respect to which there shall have been a Certificate Principal Balance increase
pursuant to this paragraph
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will not be entitled to any distribution in respect of interest on the amount of
such increase for any Interest Accrual Period preceding the Distribution Date on
which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.
Notwithstanding the foregoing the provisions of Section
4.01(a)(1), if on any Distribution Date any of Subgroup III-A1 or Subgroup
III-A2 is an Undercollateralized Subgroup and the other such Subgroup is an
Overcollateralized Subgroup, then the Available Distribution Amount for the
Overcollateralized Subgroup, to the extent remaining following distributions of
interest and principal to the related Senior Certificates pursuant to Section
4.01(a)(1)(i) through (iii) above, as applicable, shall be paid in the following
priority: (1) first, to the Class A Certificates related to the
Undercollateralized Subgroup, until the related Undercollateralized Amount is
reduced to zero; and (2) second, to the related Subordinate Certificates,
the Class III-PO Certificates and the related Residual Certificates, pursuant to
Section 4.01(a)(1)(iv) through (viii) above.
(2) All references above to the Certificate Principal Balance
of any Class of Certificates shall be to the Certificate Principal Balance of
such Class prior to the allocation of Extraordinary Trust Fund Expenses and
Realized Losses, in each case allocated to such Class of Certificates, on such
Distribution Date pursuant to Section 4.04.
(b) (i) On each Distribution Date, the aggregate distributions
of principal made on such date in respect of the Subordinate Certificates
pursuant to Section 4.01(a)(1)(vii) above shall be applied among the various
Classes thereof, in the order of priority within each Collateral Pool from the
Class of related Subordinate Certificates with the lowest numerical designation
to the Class of related Subordinate Certificates with the highest numerical
designation, in each case to the extent of remaining available funds up to the
amount allocable to such Class for such Distribution Date and in each case until
the aggregate Certificate Principal Balance of each such Class is reduced to
zero, in an amount with respect to each such Class equal to the sum of (X) the
related Class B Percentage of the amounts described in clauses (i) through (v)
of clause (a) of the definition of Subordinate Principal Distribution Amount,
(Y) the portion of the amounts described in clauses (b), (c) and (e) of the
definition of Subordinate Principal Distribution Amount allocable to such Class
pursuant to Section 4.01(b)(ii) below and (Z) the excess, if any, of the amount
required to be distributed to such Class pursuant to this Section 4.01(b)(i) for
the immediately preceding Distribution Date, over the aggregate distributions of
principal made in respect of such Class of Certificates on such immediately
preceding Distribution Date pursuant to Section 4.01 to the extent that any such
excess is not attributable to Realized Losses which were allocated to
Subordinate Certificates with a lower priority pursuant to Section 4.04.
(ii) On any Distribution Date, the portion of (a) all net
Liquidation Proceeds and Insurance Proceeds with respect to any Group I Mortgage
Loans that were the subject of a Final Recovery Determination in the related
Prepayment Period and (b) all Principal Prepayments received in respect of the
Group I Mortgage Loans in the related Prepayment Period, allocable to principal
and not included in the related Senior Principal Distribution Amount, will be
allocated on a PRO RATA basis among the following Classes of Group I Subordinate
Certificates (each, an "Eligible Class") in proportion to the respective
outstanding Certificate Principal Balances thereof: (i) the Class I-B1
Certificates, (ii) the Class I-B2
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Certificates, if on such Distribution Date the aggregate percentage interest in
Collateral Pool I evidenced by the Class I-B2 Certificates, the Class I-B3
Certificates, the Class I-B4 Certificates, the Class I-B5 Certificates and the
Class I-B6 Certificates equals or exceeds 4.30% before giving effect to
distributions on such Distribution Date, (iii) the Class I-B3 Certificates, if
on such Distribution Date the aggregate percentage interest in Collateral Pool I
evidenced by the Class I-B3 Certificates, the Class I-B4 Certificates, the Class
I-B5 Certificates and the Class I-B6 Certificates equals or exceeds 3.00% before
giving effect to distributions on such Distribution Date, (iv) the Class I-B4
Certificates, if on such Distribution Date the aggregate percentage interest in
Collateral Pool I evidenced by the Class I-B4 Certificates, the Class I-B5
Certificates and the Class I-B6 Certificates equals or exceeds 2.10% before
giving effect to distributions on such Distribution Date, (v) the Class I-B5
Certificates, if on such Distribution Date the aggregate percentage interest in
Collateral Pool I evidenced by the Class I-B5 Certificates and the Class I-B6
Certificates equals or exceeds 1.20% before giving effect to distributions on
such Distribution Date and (vi) the Class I-B6 Certificates, if on such
Distribution Date the percentage interest in Collateral Pool I evidenced by the
Class I-B6 Certificates equals or exceeds 0.50% before giving effect to
distributions on such Distribution Date. If any of the foregoing Certificates is
not an Eligible Class, any amounts allocable to principal and distributable
pursuant to this Section 4.01(b)(ii) will be distributed among the Certificates
that are Eligible Classes in the manner set forth above.
On any Distribution Date, the portion of (a) all net
Liquidation Proceeds and Insurance Proceeds with respect to any Group II-1
Mortgage Loan or Group II-2 Mortgage Loan that were the subject of a Final
Recovery Determination in the related Prepayment Period and (b) all Principal
Prepayments received in respect of the Group II-1 Mortgage Loans or Group II-2
Mortgage Loans in the related Prepayment Period, allocable to principal and not
included in the related Senior Principal Distribution Amounts, will be allocated
on a PRO RATA basis among the following Classes of Group II Subordinate
Certificates (each, an "Eligible Class") in proportion to the respective
outstanding Certificate Principal Balances thereof: (i) the Class II-B1
Certificates, (ii) the Class II-B2 Certificates, if on such Distribution Date
the aggregate percentage interest in Collateral Pool II evidenced by the Class
II-B2 Certificates, the Class II-B3 Certificates, the Class II-B4 Certificates,
the Class II-B5 Certificates and the Class II-B6 Certificates equals or exceeds
3.10% before giving effect to distributions on such Distribution Date, (iii) the
Class II-B3 Certificates, if on such Distribution Date the aggregate percentage
interest in Collateral Pool II evidenced by the Class II-B3 Certificates, the
Class II-B4 Certificates, the Class II-B5 Certificates and the Class II-B6
Certificates equals or exceeds 2.05% before giving effect to distributions on
such Distribution Date, (iv) the Class II-B4 Certificates, if on such
Distribution Date the aggregate percentage interest in Collateral Pool II
evidenced by the Class II-B4 Certificates, the Class II-B5 Certificates and the
Class II-B6 Certificates equals or exceeds 1.35% before giving effect to
distributions on such Distribution Date, (v) the Class II-B5 Certificates, if on
such Distribution Date the aggregate percentage interest in Collateral Pool II
evidenced by the Class II-B5 Certificates and the Class II-B6 Certificates
equals or exceeds 0.80% before giving effect to distributions on such
Distribution Date and (vi) the Class II-B6 Certificates, if on such Distribution
Date the percentage interest in Collateral Pool II evidenced by the Class II-B6
Certificates equals or exceeds 0.30% before giving effect to distributions on
such Distribution Date. If any of the foregoing Certificates is not an Eligible
Class, any amounts allocable to principal and distributable pursuant to this
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Section 4.01(b)(ii) will be distributed among the Certificates that are Eligible
Classes in the manner set forth above.
On any Distribution Date, the portion of (a) all net
Liquidation Proceeds and Insurance Proceeds with respect to any Group III
Mortgage Loans that were the subject of a Final Recovery Determination in the
related Prepayment Period and (b) all Principal Prepayments received in respect
of the Group III Mortgage Loans in the related Prepayment Period, allocable to
principal and not included in the related Senior Principal Distribution Amounts,
will be allocated on a PRO RATA basis among the following Classes of Group III
Subordinate Certificates (each, an "Eligible Class") in proportion to the
respective outstanding Certificate Principal Balances thereof: (i) the Class
III-B1 Certificates, (ii) the Class III-B2 Certificates, if on such Distribution
Date the aggregate percentage interest in Collateral Pool III evidenced by the
Class III-B2 Certificates equals or exceeds 1.25% before giving effect to
distributions on such Distribution Date. If any of the foregoing Certificates is
not an Eligible Class, any amounts allocable to principal and distributable
pursuant to this Section 4.01(b)(ii) will be distributed among the Certificates
that are Eligible Classes in the manner set forth above.
Notwithstanding the foregoing, if the application of the
foregoing on any Distribution Date as provided in Section 4.01 would result in a
distribution in respect of principal to any Class or Classes of Subordinate
Certificates in an amount greater than the remaining Certificate Principal
Balance thereof (any such Class, a "Maturing Class") then: (a) the amount to be
allocated to each Maturing Class shall be reduced to a level that, when applied
as described above, would exactly reduce the Certificate Principal Balance of
such Class to zero and (b) the total amount of the reduction in the amount to be
allocated to the Maturing Class or Classes shall be allocated among the
remaining related Eligible Classes on a PRO RATA basis in proportion to the
respective outstanding Certificate Principal Balances thereof prior to the
allocation thereto of any of the amounts described in the preceding sentence.
(c) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated PRO RATA among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 4.01(e) or
Section 9.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates, and
shall be made by wire transfer of immediately available funds to the account of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and with respect to any Class of Certificates other
than the Residual Certificates is the registered owner of Certificates having an
initial aggregate Certificate Principal Balance that is in excess of the lesser
of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal
Balance of such Class of Certificates, or otherwise by check mailed by first
class mail to the address of such Holder appearing in the Certificate Register.
The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the Corporate Trust Office
of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.
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Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent, the Depositor or the Master Servicer shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.
(d) The rights of the Certificateholders to receive
distributions in respect of the Certificates, and all interests of the
Certificateholders in such distributions, shall be as set forth in this
Agreement. None of the Holders of any Class of Certificates, the Depositor, the
Trustee, the Trust Administrator, the Authenticating Agent, the Paying Agent,
the Certificate Registrar or the Master Servicer shall in any way be responsible
or liable to the Holders of any other Class of Certificates in respect of
amounts properly previously distributed on the Certificates.
(e) Except as otherwise provided in Section 9.01, whenever the
Trust Administrator expects that the final distribution with respect to any
Class of Certificates will be made on the next Distribution Date, the Trust
Administrator shall so timely advise the Paying Agent and the Paying Agent
shall, no later than five days after the latest related Determination Date, mail
on such date to each Holder of such Class of Certificates a notice to the effect
that:
(i) the Paying Agent expects that the final distribution with
respect to such Class of Certificates will be made on such Distribution
Date, but only upon presentation and surrender of such Certificates at
the office of the Certificate Registrar therein specified, and
(ii) no interest shall accrue on such Certificates from and
after the end of the related Interest Accrual Period.
(iii) Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the
failure of such Holder or Holders to tender their Certificates shall,
on such date, be set aside and held in trust by the Paying Agent and
credited to the account of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been given pursuant
to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice,
the Paying Agent shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect
thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the
Paying Agent shall, directly or through an agent, mail a final notice
to remaining non-tendering Certificateholders concerning surrender of
their Certificates and shall continue to hold any remaining funds for
the benefit of non-tendering Certificateholders. The costs and expenses
of maintaining the funds in trust and of contacting such
Certificateholders shall
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be paid out of the assets remaining in such trust fund. If within one
year after the final notice any such Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the
Citigroup Global Markets Inc. all such amounts, and all rights of
non-tendering Certificateholders in or to such amounts shall thereupon
cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Paying Agent as a result of such
Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(e).
SECTION 4.02 Statements to Certificateholders.
On each Distribution Date, the Trust Administrator shall
prepare and make available to the Paying Agent, and the Paying Agent shall make
available to each Holder of the Regular Certificates, a statement as to the
distributions made on such Distribution Date setting forth:
(i) the amount of the distribution made on such
Distribution Date to the Holders of Certificates of each such
Class allocable to principal;
(ii) the amount of the distribution made on such
Distribution Date to the Holders of Certificates of each such
Class allocable to interest;
(iii) with respect to each Collateral Pool, the
aggregate amount of servicing compensation received by the
Master Servicer during the related Due Period and such other
customary information as the Trust Administrator deems
necessary or desirable, or which a Certificateholder
reasonably requests, to enable Certificateholders to prepare
their tax returns;
(iv) with respect to each Collateral Pool, the
aggregate amount of P&I Advances for such Distribution Date;
(v) with respect to each Collateral Pool, the
aggregate Stated Principal Balance of the related Mortgage
Loans and any related REO Properties at the close of business
on such Distribution Date;
(vi) with respect to each Collateral Pool, the
number, aggregate principal balance, weighted average
remaining term to maturity and weighted average Mortgage Rate
of the related Mortgage Loans as of the related Due Date;
(vii) with respect to each Collateral Pool, the
number and aggregate unpaid principal balance of related
Mortgage Loans that are (a) delinquent 30 to 59 days, (b)
delinquent 60 to 89 days, (c) delinquent 90 or more days in
each case, as of the last day of the preceding calendar month,
(d) as to which foreclosure proceedings have been commenced
and (e) with respect to which the related Mortgagor has filed
for protection under applicable bankruptcy laws, with respect
to whom bankruptcy proceedings are pending or with respect to
whom bankruptcy protection is in force;
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(viii) with respect to each Collateral Pool, for any
related Mortgage Loan that became an REO Property during the
preceding calendar month, the unpaid principal balance and the
Stated Principal Balance of such Mortgage Loan as of the date
it became an REO Property;
(ix) with respect to each Collateral Pool, the book
value and the Stated Principal Balance of any related REO
Property as of the close of business on the last Business Day
of the calendar month preceding the Distribution Date;
(x) with respect to each Collateral Pool, the
aggregate amount of Principal Prepayments made during the
related Prepayment Period;
(xi) with respect to each Collateral Pool, the
aggregate amount of Realized Losses incurred during the
related Prepayment Period (or, in the case of Bankruptcy
Losses allocable to interest, during the related Due Period),
separately identifying whether such Realized Losses
constituted Fraud Losses, Special Hazard Losses or Bankruptcy
Losses;
(xii) with respect to each Collateral Pool, the
aggregate amount of Extraordinary Trust Fund Expenses
withdrawn from the Collection Account or the Distribution
Account for such Distribution Date;
(xiii) the aggregate Certificate Principal Balance of
each such Class of Certificates (other than the Class III-XS
Certificates), after giving effect to the distributions, and
allocations of Realized Losses, Extraordinary Trust Fund
Expenses and, in the case of the Group I Certificates, Net
Deferred Interest, made on such Distribution Date, separately
identifying any reduction thereof due to allocations of
Realized Losses, Extraordinary Trust Fund Expenses and, in the
case of the Group I Certificates, Net Deferred Interest;
(xiv) the Certificate Factor for each such Class of
Certificates applicable to such Distribution Date;
(xv) the Interest Distribution Amount in respect of
each such Class of Certificates (other than the Class III-PO
Certificates) for such Distribution Date (separately
identifying any reductions in the case of Subordinate
Certificates resulting from the allocation of Realized Losses
allocable to interest and Extraordinary Trust Fund Expenses on
such Distribution Date) and the respective portions thereof,
if any, remaining unpaid following the distributions made in
respect of such Certificates on such Distribution Date;
(xvi) with respect to each Collateral Pool, the
aggregate amount of any Prepayment Interest Shortfalls for
such Distribution Date, to the extent not covered by payments
by the Master Servicer pursuant to Section 3.24;
(xvii) with respect to each Collateral Pool, the
aggregate amount of Relief Act Interest Shortfalls for such
Distribution Date;
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(xviii) with respect to each Collateral Pool, the
then-applicable Bankruptcy Amount, Fraud Loss Amount, and
Special Hazard Amount;
(xix) with respect to Collateral Pool III, the
weighted average of the Stripped Interest Rates of the related
Mortgage Loans as of the first day of the related Due Period
for such Distribution Date;
(xx) with respect to each Collateral Pool, for any
related Mortgage Loan as to which foreclosure proceedings have
been concluded, the unpaid principal balance of such Mortgage
Loan as of the date of such conclusion of foreclosure
proceedings;
(xxi) with respect to each Collateral Pool, for
related Mortgage Loans as to which a Final Liquidation has
occurred, the number of Mortgage Loans, the unpaid principal
balance of such Mortgage Loans as of the date of such Final
Liquidation and the amount of proceeds (including Liquidation
Proceeds and Insurance Proceeds) collected in respect of such
Mortgage Loans; and
(xxii) with respect to the Class XS Certificates, the
related Notional Amount for such Distribution Date;
(xxiii) with respect to Collateral Pool I, the
aggregate amount of Deferred Interest for such Distribution
Date and the aggregate amount of Net Deferred Interest for
such Distribution Date; and
(xxiv) with respect to the Group I Certificates, the
Adjusted Cap Rate for such Distribution Date, and with respect
to each Class of Group I Certificates, the amount of Net
Deferred Interest allocated to such Class for such
Distribution Date.
In the case of information furnished pursuant to subclauses
(i) through (iii) above, except with respect to the Class III-XS Certificates,
the amounts shall be expressed as a dollar amount per Single Certificate of the
relevant Class.
Within a reasonable period of time after the end of each
calendar year, the Paying Agent shall forward to each Person (with a copy to the
Trust Administrator and the Trustee) who at any time during the calendar year
was a Holder of a Regular Certificate a statement containing the information set
forth in subclauses (i) through (iii) above, aggregated for such calendar year
or applicable portion thereof during which such person was a Certificateholder.
Such obligation of the Paying Agent shall be deemed to have been satisfied to
the extent that substantially comparable information shall be prepared by the
Trust Administrator and provided by the Paying Agent pursuant to any
requirements of the Code as from time to time are in force.
On each Distribution Date, the Paying Agent shall make
available to the Depositor, each Holder of a Residual Certificate, the Trust
Administrator and the Master Servicer, a copy of the reports forwarded to the
Regular Certificateholders on such Distribution Date and a statement setting
forth the amounts, if any, actually distributed with respect to the Residual
Certificates, respectively, on such Distribution Date.
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Within a reasonable period of time after the end of each
calendar year, the Paying Agent shall forward to each Person (with a copy to the
Trust Administrator and the Trustee) who at any time during the calendar year
was a Holder of a Residual Certificate a statement setting forth the amount, if
any, actually distributed with respect to the Residual Certificates, as
appropriate, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Paying
Agent shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared by the Trust Administrator and
furnished by the Paying Agent to such Holders pursuant to the rules and
regulations of the Code as are in force from time to time.
Upon request, the Paying Agent shall forward to each
Certificateholder, during the term of this Agreement, such periodic, special, or
other reports or information, whether or not provided for herein, as shall be
reasonable with respect to the Certificateholder, or otherwise with respect to
the purposes of this Agreement, all such reports or information to be provided
at the expense of the Certificateholder in accordance with such reasonable and
explicit instructions and directions as the Certificateholder may provide. For
purposes of this Section 4.02, the Paying Agent's duties are limited to the
extent that the Paying Agent receives timely reports as required from the Trust
Administrator and the Master Servicer and that the Trust Administrator receives
timely reports as required from the Master Servicer.
On each Distribution Date, the Trust Administrator shall
provide Bloomberg Financial Markets, L.P. ("Bloomberg") (1) CUSIP level factors
for each class of Certificates as of such Distribution Date and (2) the number
and aggregate unpaid principal balance of Mortgage Loans that are (a) delinquent
30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in
each case, as of the last day of the preceding calendar month, (d) as to which
foreclosure proceedings have been commenced and (e) with respect to which the
related Mortgagor has filed for protection under applicable bankruptcy laws,
with respect to whom bankruptcy proceedings are pending or with respect to whom
bankruptcy protection is in force, in each case using a format and media
mutually acceptable to the Trust Administrator and Bloomberg.
SECTION 4.03 Remittance Reports; P&I Advances.
(a) On the second Business Day prior to the related
Distribution Date, the Master Servicer shall deliver to the Trust Administrator,
the Paying Agent and the Trustee by telecopy (or by such other means as the
Master Servicer, the Paying Agent and the Trust Administrator and the Trustee
may agree from time to time) a Remittance Report with respect to the related
Distribution Date. Such Remittance Report will include (i) the amount of P&I
Advances to be made by the Master Servicer in respect of the related
Distribution Date, the aggregate amount of P&I Advances outstanding after giving
effect to such P&I Advances, and the aggregate amount of Nonrecoverable P&I
Advances in respect of such Distribution Date and (ii) such other information
with respect to the Mortgage Loans as the Trust Administrator or the Paying
Agent may reasonably require to perform the calculations necessary for the
Paying Agent to make the distributions contemplated by Section 4.01 and for the
Trust Administrator to prepare the statements to Certificateholders contemplated
by Section 4.02; provided, however, that if the Master Servicer is not the Trust
Administrator, the Master Servicer will forward to the successor Trust
Administrator the information set forth in clause (i) above on the next Business
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Day following the latest related Determination Date and the information set
forth in clause (ii) above on the fifth Business Day following the last day of
the related calendar month. Neither the Trustee, the Paying Agent nor the Trust
Administrator shall be responsible to recompute, recalculate or verify any
information provided to it by the Master Servicer.
(b) The amount of P&I Advances to be made by the Master
Servicer for any Distribution Date shall equal, subject to Section 4.03(d), the
sum of (i) the aggregate amount of Monthly Payments (with each interest portion
thereof net of the related Servicing Fee and the related Administration Fee),
due on the related Due Date in respect of the Mortgage Loans, which Monthly
Payments were delinquent as of the close of business on the related
Determination Date and (ii) with respect to each REO Property, which REO
Property was acquired during or prior to the related Prepayment Period and as to
which such REO Property an REO Disposition did not occur during the related
Prepayment Period, an amount equal to the Monthly Payments (with each interest
portion thereof net of the related Servicing Fee and the related Administration
Fee) that would have been due on the related Due Date in respect of the related
Mortgage Loans.
On or before 12:00 p.m. New York time on the Master Servicer
Remittance Date, the Master Servicer shall remit in immediately available funds
to the Paying Agent for deposit in the Distribution Account an amount equal to
the aggregate amount of P&I Advances, if any, to be made in respect of the
Mortgage Loans and REO Properties for the related Distribution Date either (i)
from its own funds or, if received from a Sub-Servicer, from funds remitted by a
Sub-Servicer in payment of required P&I Advances or (ii) from the Collection
Account, to the extent of funds held therein for future distribution (in which
case, it will cause to be made an appropriate entry in the records of Collection
Account that amounts held for future distribution have been, as permitted by
this Section 4.03, used by the Master Servicer in discharge of any such P&I
Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the
total amount of P&I Advances to be made by the Master Servicer with respect to
the Mortgage Loans and REO Properties. Any amounts held for future distribution
and so used shall be appropriately reflected in the Master Servicer's records
and replaced by the Master Servicer by deposit in the Collection Account on or
before any future Master Servicer Remittance Date to the extent that the
Available Distribution Amount for the related Distribution Date (determined
without regard to P&I Advances to be made on the Master Servicer Remittance
Date) shall be less than the total amount that would be distributed to the
Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date
if such amounts held for future distributions had not been so used to make P&I
Advances. The Trust Administrator will provide notice to the Master Servicer by
telecopy by the close of business on the Master Servicer Remittance Date in the
event that the amount remitted by the Master Servicer to the Trust Administrator
on such Master Servicer Remittance Date is less than the P&I Advances required
to be made by the Master Servicer for the related Distribution Date.
(c) The obligation of the Master Servicer to make such P&I
Advances is mandatory, notwithstanding any other provision of this Agreement but
subject to (d) below, and, with respect to any Mortgage Loan or REO Property,
shall continue until a Final Recovery Determination in connection therewith or
the removal thereof from REMIC I pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section.
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(d) Notwithstanding anything herein to the contrary, no P&I
Advance shall be required to be made hereunder by the Master Servicer if such
P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. The
determination by the Master Servicer that it has made a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance, shall be evidenced by an Officers' Certificate of
the Master Servicer delivered to the Depositor, the Trust Administrator, the
Paying Agent and the Trustee.
(e) If the Master Servicer shall fail to make any P&I Advance
on any Master Servicer Remittance Date required to be made from its own funds
pursuant to this Section 4.03, then the Paying Agent, by not later than 1:00
p.m. on the related Distribution Date, shall make such P&I advance from its own
funds by depositing the amount of such advance into the Distribution Account,
and the Trust Administrator and the Paying Agent shall include the amount so
advanced by the Paying Agent in the Available Distribution Amount distributed on
such Distribution Date.
SECTION 4.04 Allocation of Extraordinary Trust Fund Expenses
and Realized Losses.
(a) Prior to each Distribution Date, the Master Servicer shall
determine as to each Mortgage Loan and REO Property: (i) the total amount of
Realized Losses, if any, incurred in connection with any Final Recovery
Determinations made during the related Prepayment Period; (ii) whether and the
extent to which such Realized Losses constituted Fraud Losses or Special Hazard
Losses; and (iii) the respective portions of such Realized Losses allocable to
interest and allocable to principal. Prior to each Distribution Date, the Master
Servicer shall also determine as to each Mortgage Loan: (A) the total amount of
Realized Losses, if any, incurred in connection with any Deficient Valuations
made during the related Prepayment Period; and (B) the total amount of Realized
Losses, if any, incurred in connection with Debt Service Reductions in respect
of Monthly Payments due during the related Due Period. The information described
in the two preceding sentences that is to be supplied by the Master Servicer
shall be evidenced by an Officers' Certificate delivered to the Trust
Administrator, the Paying Agent and the Trustee by the Master Servicer prior to
the Determination Date immediately following the end of (x) in the case of
Bankruptcy Losses allocable to interest, the Due Period during which any such
Realized Loss was incurred, and (y) in the case of all other Realized Losses,
the Prepayment Period during which any such Realized Loss was incurred.
(b) All Realized Losses on the Mortgage Loans related to each
Collateral Pool (other than Excess Losses) shall be allocated by the Paying
Agent on each Distribution Date in reverse sequential order to the related
Subordinate Certificates, in each case until the Certificate Principal Balance
thereof has been reduced to zero.
Thereafter, (i) with respect to Collateral Pool I, upon the
reduction of the Certificate Principal Balances of the related Subordinate
Certificates to zero, all Realized Losses on the Mortgage Loans related to such
Collateral Pool (other than Excess Losses) shall be allocated to the related
Class A Certificates as set forth below; (ii) with respect to Collateral Pool
II, upon the reduction of the Certificate Principal Balances of the related
Subordinate Certificates to zero, all Realized Losses on the Mortgage Loans
related to such Collateral Pool (other than
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Excess Losses) shall be allocated to the Class II-A1A Certificates and the Class
II-A1B Certificates as set forth below (if such Realized Loss is on a Group II-1
Mortgage Loan) and to the Class II-A2A Certificates and the Class II-A2B
Certificates as set forth below (if such Realized Loss is on a Group II-2
Mortgage Loan); and (iii) with respect to Collateral Pool III, upon the
reduction of the Certificate Principal Balances of the related Subordinate
Certificates to zero, (A) all Realized Losses on the Mortgage Loans (other than
Class PO Mortgage Loans) and Mortgage Loan Components related to such Collateral
Pool (other than Excess Losses) shall be allocated to the Class III-A1
Certificates (if such Realized Loss is on a Mortgage Loan in Subgroup III-A1)
and to the Class III-A2 Certificates (if such Realized Loss is on a Mortgage
Loan in Subgroup III-A2) and (B) all Realized Losses on the Class PO Mortgage
Loans related to such Collateral Pool (other than Excess Losses) shall be
allocated first, to the Class III-PO Certificates in an amount equal to the
Class PO Percentage of each such Realized Loss and second, to the Class III-A1
Certificates.
Excess Losses on the Group I Mortgage Loans will be allocated
on any Distribution Date by allocating (i) the related Senior Percentage of the
Excess Loss to the Class I-A1A Certificates and Class I-A1B Certificates on as
set forth below and (ii) the Group I Subordinate Percentage of the Excess Loss
to the Group I Subordinate Certificates on a pro rata basis. Excess Losses on
the Group II Mortgage Loans will be allocated on any Distribution Date by
allocating (i) the related Senior Percentage of the Excess Loss to the Class
II-A1A Certificates and Class II-A1B Certificates as set forth below (if such
Excess Loss is on a Group II-1 Mortgage Loan) and to the Class II-A2A
Certificates and the Class II-A2B Certificates as set forth below (if such
Excess Loss is on a Group II-2 Mortgage Loan) and (ii) the Group II-1
Subordinate Percentage or the Group II-2 Subordinate Percentage, as applicable,
of the Excess Loss to the Group II Subordinate Certificates on a pro rata basis.
Excess Losses on the Mortgage Loans (other than Class PO Mortgage Loans) and
Mortgage Loan Components in Collateral Pool III will be allocated on any
Distribution Date by allocating (i) the related Senior Percentage of the Excess
Loss to the Class III-A1 Certificates (if such Excess Loss is on a Mortgage Loan
or Mortgage Loan Component in Subgroup III-A1) and to the Class III-A2
Certificates (if such Excess Loss is on a Mortgage Loan or Mortgage Loan
Component in Subgroup III-A2) and (ii) the Group III-A1 Subordinate Percentage
or the Group III-A2 Subordinate Percentage, as applicable, of the Excess Loss to
the Group III Subordinate Certificates on a pro rata basis. Excess Losses on the
Class PO Mortgage Loans in Collateral Pool III will be allocated on any
Distribution Date by first, allocating the Class PO Percentage of each such
Excess Loss to the Class PO Certificates, and second, allocating (i) the related
Senior Percentage of the remainder of such Excess Loss to the Class III-A1
Certificates and (ii) the Group III-A1 Subordinate Percentage or the Group
III-A2 Subordinate Percentage, as applicable, of the Excess Loss to the Group
III Subordinate Certificates on a pro rata basis.
Extraordinary Trust Fund Expenses relating to Collateral Pool
I will be allocated on any Distribution Date as follows: first, to the Class
I-B6 Certificates; second, to the Class I-B5 Certificates; third, to the Class
I-B4 Certificates; fourth, to the Class I-B3 Certificates; fifth, to the Class
I-B2 Certificates; and sixth, to the Class I-B1 Certificates, in each case until
the Certificate Principal Balance of such Class has been reduced to zero.
Thereafter, the Extraordinary Trust Fund Expenses relating to Collateral Pool I
will be allocated on any Distribution Date to the Group I Class A Certificates
as set forth below. Extraordinary Trust Fund Expenses relating to Collateral
Pool II will be allocated on any Distribution Date as
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follows: first, to the Class II-B6 Certificates; second, to the Class II-B5
Certificates; third, to the Class II-B4 Certificates; fourth, to the Class II-B3
Certificates; fifth, to the Class II-B2 Certificates; and sixth, to the Class
II-B1 Certificates, in each case until the Certificate Principal Balance of such
Class has been reduced to zero. Thereafter, the Extraordinary Trust Fund
Expenses relating to Collateral Pool II will be allocated on any Distribution
Date to the Class II-A1A Certificates and the Class II-A1B Certificates, on the
one hand, and to the Class II-A2A Certificates and the Class II-A2B
Certificates, on the other hand, on a pro rata basis based on the aggregate
Certificate Principal Balance of the Class II-A1A Certificates and the Class
II-A1B Certificates, on the one hand, and of the Class II-A2A Certificates and
the Class II-A2B Certificates, on the other hand. Extraordinary Trust Fund
Expenses relating to Collateral Pool III will be allocated on any Distribution
Date as follows: first, to the Class III-B2 Certificates; and second, to the
Class III-B1 Certificates, in each case until the Certificate Principal Balance
of the related class has been reduced to zero. Thereafter, the Extraordinary
Trust Fund Expenses relating to Collateral Pool III will be allocated on any
Distribution Date among the Group III Senior Certificates (other than the Class
III-XS Certificates) on a pro rata basis.
Notwithstanding the method of allocation of Realized Losses
and Extraordinary Fund Expenses above, if any overcollateralization exists when
Realized Losses or Extraordinary Trust Fund Expenses are to be allocated, such
Realized Losses or Extraordinary Trust Fund Expenses will be allocated first to
the overcollateralization, until the overcollateralization is reduced to zero,
prior to allocating such Realized Losses or Extraordinary Trust Fund Expenses to
the Certificates in accordance with the priorities set forth above.
Any allocation of a Realized Loss or Extraordinary Trust Fund
Expense to the Group I Class A Certificates shall be allocated first to the
Class I-A1B Certificates and then to the Class I-A1A Certificates. Any
allocation of a Realized Loss or Extraordinary Trust Fund Expense to the Class
II-A1A Certificates and Class II-A1B Certificates shall be allocated first to
the Class II-A1B Certificates and then to the Class II-A1A Certificates. Any
allocation of a Realized Loss or Extraordinary Trust Fund Expense to the Class
II-A2A Certificates and Class II-A2B Certificates shall be allocated first to
the Class II-A2B Certificates and then to the Class II-A2A Certificates.
As used herein, an allocation of a Realized Loss or
Extraordinary Trust Fund Expense on a "PRO RATA basis" among two or more
specified Classes of Certificates means an allocation on a PRO RATA basis, among
the various Classes so specified, to each such Class of Certificates on the
basis of their then outstanding Certificate Principal Balances prior to giving
effect to distributions to be made on such Distribution Date. All Realized
Losses and all other losses allocated to a Class of Certificates hereunder will
be allocated among the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby. Any allocation of a Realized Loss of
Extraordinary Trust Fund Expense to a Certificate shall be made by reducing the
Certificate Principal Balance thereof by the amount so allocated as of the
Distribution Date following the Prepayment Period in which such Realized Loss
was incurred.
(c) Notwithstanding anything to the contrary herein, in no
event shall the Certificate Principal Balance of a Class A Certificate be
reduced more than once in respect of any particular amount both (i) allocable to
such Certificate in respect of Realized Losses or
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Extraordinary Trust Fund Expenses pursuant to Section 4.04 and (ii) payable to
the Holder of such Certificate pursuant to Section 4.01(a) as a portion of the
Senior Principal Distribution Amount.
SECTION 4.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the
Paying Agent shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Paying Agent reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Paying Agent does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Paying Agent shall indicate the amount withheld to
such Certificateholders.
SECTION 4.06 Commission Reporting.
The Depositor shall prepare or cause to be prepared the initial current
report on Form 8-K. Within 15 days after each Distribution Date, the Trust
Administrator shall, in accordance with industry standards, file with the
Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), a
Form 8-K with a copy of the statement to be furnished to the Certificateholders
for such Distribution Date as an exhibit thereto. Prior to January 30, 2006, the
Trust Administrator shall, in accordance with industry standards, file a Form 15
Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i)
March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have
been filed, March 31st of each year thereafter, the Trust Administrator, in its
capacity as trust administrator hereunder, shall execute and file a Form 10-K,
in substance conforming to industry standards, with respect to the Trust. Such
Form 10-K shall include the Master Servicer Certification, the annual
independent accountant's servicing report and annual statement of compliance to
be delivered by the Master Servicer pursuant to Sections 3.20 and 3.21. The
Depositor hereby grants to the Trust Administrator a limited power of attorney
to execute and file the Forms 8-K and the Form 10-K on behalf of the Depositor.
Such power of attorney shall continue until either the earlier of (i) receipt by
the Trust Administrator from the Depositor of written termination of such power
of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to
promptly furnish to the Trust Administrator and the Master Servicer, from time
to time upon request, such further information, reports and financial statements
within its control related to this Agreement or the Mortgage Loans as the Trust
Administrator or the Master Servicer reasonably deems appropriate to prepare and
file all necessary reports with the Commission. Neither the Trust Administrator
nor the Master Servicer shall have any responsibility to file any items other
than those specified in this Section 4.06; provided, however, the Trust
Administrator and the Master Servicer will cooperate with the Depositor in
connection with any additional filings with respect to the Trust Fund as the
Depositor deems necessary under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Fees and expenses incurred by the Trust Administrator or
the Master Servicer in connection with this Section 4.06 shall not be
reimbursable from the Trust Fund.
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SECTION 4.07 Distributions and Allocations of Realized Losses
on the REMIC II-A Regular Interests and the REMIC
III-A Regular Interests.
(a) Distributions of interest shall be deemed to be made from
amounts received on the Group II Mortgage Loans to the REMIC II-A Regular
Interests at the REMIC II-A Remittance Rate for each such REMIC II-A Regular
Interest on the related Uncertificated Balance. Distributions of principal shall
be deemed to be made from amounts received on the Group II Mortgage Loans to the
REMIC II-A Regular Interests, first, so as to keep the Uncertificated Balance of
each REMIC II-A Regular Interest ending with the designation "B" equal to 0.01%
of the aggregate Scheduled Principal Balance of the Mortgage Loans in the
related Loan Group; second, to each REMIC II-A Regular Interest ending with the
designation "A," so that the Uncertificated Balance of each such REMIC II-A
Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled
Principal Balance of the Mortgage Loans in the related Loan Group over (y) the
Certificate Principal Balance of the related Senior Certificates and Residual
Certificates (except that if any such excess is a larger number than in the
preceding distribution period, the least amount of principal shall be
distributed to such REMIC II-A Regular Interests such that the REMIC II-A
Subordinated Balance Ratio is maintained); and third, any remaining principal to
REMIC II-A Regular Interest LT-ZZZ. Realized Losses on the Group II Mortgage
Loans shall be applied after all distributions have been made on each
Distribution Date first, so as to keep the Uncertificated Balance of each REMIC
II-A Regular Interest ending with the designation "B" equal to 0.01% of the
aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan
Group; second, to each REMIC II-A Regular Interest ending with the designation
"A," so that the Uncertificated Principal Balance of each such REMIC II-A
Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled
Principal Balance of the Mortgage Loans in the related Loan Group over (y) the
Certificate Principal Balance of the related Senior Certificates (except that if
any such excess is a larger number than in the preceding distribution period,
the least amount of Realized Losses shall be applied to such REMIC II-A Regular
Interests such that the REMIC II-A Subordinated Balance Ratio is maintained);
and third, any remaining Realized Losses on the Mortgage Loans shall be
allocated to REMIC II-A Regular Interest LT-ZZZ.
(b) Distributions of interest shall be deemed to be made from
amounts received on the Group III Mortgage Loans to the REMIC III-A Regular
Interests (other than REMIC III-A Regular Interest LT-PO) at the REMIC III-A
Remittance Rate for each such REMIC III-A Regular Interest on the related
Uncertificated Balance. Distributions of principal shall be deemed to be made
from amounts received on the Group III Mortgage Loans to the REMIC III-A Regular
Interests (other than REMIC III-A Regular Interest LT-IO), first, to each REMIC
III-A Regular Interest ending with the designation "A," so that the
Uncertificated Balance of each such REMIC III-A Regular Interest is equal to
0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Subgroup over (y) the Certificate Principal
Balance of the related Senior Certificates and Residual Certificates (except
that if any such excess is a larger number than in the preceding distribution
period, the least amount of principal shall be distributed to such REMIC III-A
Regular Interests such that the REMIC III-A Subordinated Balance Ratio is
maintained) and (provided that a portion of the remaining principal equal to the
Class PO Principal Distribution Amount will be distributed to REMIC III-A
Regular Interest LT-PO); and second, any remaining principal to REMIC III-A
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Regular Interest LT-1ZZZ and REMIC III-A Regular Interest LT-2ZZZ, respectively.
Realized Losses on the Group III Mortgage Loans shall be applied after all
distributions have been made on each Distribution Date first, to each REMIC
III-A Regular Interest ending with the designation "A," so that the
Uncertificated Principal Balance of each such REMIC III-A Regular Interest is
equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of
the Mortgage Loans in the related Subgroup over (y) the Certificate Principal
Balance of the related Senior Certificates (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
Realized Losses shall be applied to such REMIC III-A Regular Interests such that
the REMIC III-A Subordinated Balance Ratio is maintained) and (provided that a
portion of the remaining realized losses equal to the amount of Realized Losses
allocated to the Class III-PO Certificates will be allocated to REMIC III-A
Regular Interest LT-PO); and third, any remaining Realized Losses on the
Mortgage Loans shall be allocated to REMIC III-A Regular Interest LT-1ZZZ and
REMIC III-A Regular Interest LT-2ZZZ, respectively.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The Certificates.
(a) The Certificates in the aggregate will represent the
entire beneficial ownership interest in the Mortgage Loans and all other assets
included in the Trust Fund. At the Closing Date, the aggregate Certificate
Principal Balance of the Certificates will equal the aggregate Stated Principal
Balance of the Mortgage Loans.
The Certificates will be substantially in the forms annexed
hereto as Exhibits A-1 through A-27. The Certificates of each Class will be
issuable in registered form only, in denominations of authorized Percentage
Interests as described in the definition thereof. Each Certificate will share
ratably in all rights of the related Class.
Upon original issue, the Certificates shall be executed by the
Paying Agent and delivered by the Authenticating Agent to or upon the order of
the Depositor. The Certificates shall be executed and attested by manual or
facsimile signature on behalf of the Paying Agent by an authorized signatory.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Paying Agent shall bind the Paying Agent,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the execution, authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.
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(b) The Book-Entry Certificates shall initially be issued as
one or more Certificates held by Book-Entry Custodian or, if appointed to hold
such Certificates as provided below, the Depository and registered in the name
of the Depository or its nominee and, except as provided below, registration of
such Certificates may not be transferred by the Certificate Registrar except to
another Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. The Certificate Owners
shall hold their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided
below, shall not be entitled to definitive, fully registered Certificates
("Definitive Certificates") in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership Interests in the
Book- Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures. The Paying Agent is hereby initially appointed
as the Book-Entry Custodian and hereby agrees to act as such in accordance
herewith and in accordance with the agreement that it has with the Depository
authorizing it to act as such. The Book-Entry Custodian may, and if it is no
longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a
written instrument delivered to the Depositor, the Master Servicer and the Trust
Administrator and any other transfer agent (including the Depository or any
successor Depository) to act as Book-Entry Custodian under such conditions as
the predecessor Book-Entry Custodian and the Depository or any successor
Depository may prescribe, provided that the predecessor Book-Entry Custodian
shall not be relieved of any of its duties or responsibilities by reason of any
such appointment of other than the Depository. If the Paying Agent resigns or is
removed in accordance with the terms hereof, the successor Paying Agent or, if
it so elects, the Depository shall immediately succeed to its predecessor's
duties as Book-Entry Custodian. The Depositor shall have the right to inspect,
and to obtain copies of, any Certificates held as Book-Entry Certificates by the
Book-Entry Custodian.
The Trustee, the Trust Administrator, the Master Servicer, the
Paying Agent, the Authenticating Agent, the Certificate Registrar and the
Depositor may for all purposes (including the making of payments due on the
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Paying Agent may establish a
reasonable record date in connection with solicitations of consents from or
voting by Certificateholders and shall give notice to the Depository of such
record date.
If (i)(A) the Depositor advises the Trust Administrator, the
Paying Agent and the Certificate Registrar in writing that the Depository is no
longer willing or able to properly discharge its responsibilities as Depository,
and (B) the Depositor is unable to locate a qualified successor or (ii) after
the occurrence of a Master Servicer Event of Default, Certificate Owners
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representing in the aggregate not less than 51% of the Ownership Interests of
the Book-Entry Certificates advise the Trust Administrator, the Paying Agent and
the Certificate Registrar through the Depository, in writing, that the
continuation of a book-entry system through the Depository is no longer in the
best interests of the Certificate Owners, the Certificate Registrar shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Certificate Registrar of the Book-
Entry Certificates by the Book-Entry Custodian or the Depository, as applicable,
accompanied by registration instructions from the Depository for registration of
transfer, the Paying Agent shall issue the Definitive Certificates. Such
Definitive Certificates will be issued in minimum denominations of $100,000,
except that any beneficial ownership that was represented by a Book-Entry
Certificate in an amount less than $100,000 immediately prior to the issuance of
a Definitive Certificate shall be issued in a minimum denomination equal to the
amount represented by such Book-Entry Certificate. None of the Depositor, the
Master Servicer, the Trust Administrator, the Authenticating Agent, the Paying
Agent, the Certificate Registrar nor the Trustee shall be liable for any delay
in the delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed by
the Certificate Registrar and the Paying Agent, to the extent applicable with
respect to such Definitive Certificates, and the Certificate Registrar and the
Paying Agent shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
SECTION 5.02 Registration of Transfer and Exchange of
Certificates.
(a) The Certificate Registrar shall cause to be kept at one of
the offices or agencies to be appointed by the Trust Administrator in accordance
with the provisions of Section 8.12 a Certificate Register for the Certificates
in which, subject to such reasonable regulations as it may prescribe, the
Certificate Registrar shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided.
(b) No transfer of any Private Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of a Private Certificate is to be made without
registration or qualification (other than in connection with the initial
transfer of any such Certificate by the Depositor to an affiliate of the
Depositor), the Certificate Registrar shall require, receipt of: (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Certificateholder desiring to effect the
transfer and from such Certificateholder's prospective transferee, substantially
in the forms attached hereto as Exhibit F-1; and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator, the Certificate
Registrar, the Authenticating Agent , the Paying Agent, the Master Servicer in
its capacity as such or any Sub-Servicer), together with copies of the written
certification(s) of the Certificateholder desiring to effect the transfer and/or
such Certificateholder's prospective transferee upon which such Opinion of
Counsel is based, if any. None of the Depositor or the Trustee is obligated to
register
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or qualify any such Certificates under the 1933 Act or any other securities laws
or to take any action not otherwise required under this Agreement to permit the
transfer of such Certificates without registration or qualification. Any
Certificateholder desiring to effect the transfer of any such Certificate shall,
and does hereby agree to, indemnify the Trustee, the Depositor and the Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
(c) (i) No transfer of a Residual Certificate or any interest
therein shall be made to any Plan subject to ERISA or Section 4975 of the Code,
any Person acting, directly or indirectly, on behalf of any such Plan or any
Person acquiring such Certificates with "Plan Assets" of a Plan within the
meaning of the DOL Regulations ("Plan Assets") as certified by such transferee
in the form of Exhibit G, unless the Certificate Registrar is provided with an
Opinion of Counsel on which the Certificate Registrar, the Depositor, the
Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent and
the Master Servicer may rely, to the effect that the purchase and holding of
such Certificates will be permissible under applicable law, ERISA and the Code,
will not constitute or result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code and will not subject the Depositor, the Master
Servicer, the Trustee, the Trust Administrator, the Paying Agent, the
Authenticating Agent, the Certificate Registrar or the Trust Fund to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Master
Servicer, the Trustee, the Trust Administrator, the Paying Agent, the
Authenticating Agent, the Certificate Registrar or the Trust Fund. In lieu of
such Opinion of Counsel, any prospective Transferee of such Certificates may
provide a certification in the form of Exhibit G to this Agreement (or other
form acceptable to the Depositor, the Trustee, the Trust Administrator, the
Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master
Servicer), which the Certificate Registrar may rely upon without further inquiry
or investigation. Neither a certification nor an Opinion of Counsel will be
required in connection with the initial transfer of any such Certificate by the
Depositor to an Affiliate of the Depositor (in which case, the Depositor or any
Affiliate thereof shall have deemed to have represented that such Affiliate is
not a Plan or a Person investing Plan Assets) and the Certificate Registrar
shall be entitled to conclusively rely upon a representation (which, upon the
request of the Certificate Registrar, shall be a written representation) from
the Depositor of the status of such transferee as an affiliate of the Depositor.
(ii) Each beneficial owner of a Private Certificate,
Class I-B1 Certificate, Class I-B2 Certificate, Class I-B3 Certificate, Class
II-B1 Certificate, Class II-B2 Certificate, Class II-B3 Certificate or Class
III-B1 Certificate or any interest therein shall be deemed to have represented,
by virtue of its acquisition and holding of such Certificate or interest
therein, that either (A) it is not a Plan or investing with Plan Assets, (B)
other than with respect to a Private Certificate, it has acquired and is holding
such Certificate in reliance on the Underwriter's Exemption granted by the
Department of Labor on April 18, 1991 as Prohibited Transaction Exemption
("PTE") 91-23 at 56 F.R. 15936 and amended on July 21, 1997 as PTE 97-34 at 62
F.R. 39021 and further amended on November 13, 2000 by PTE 2000-58 at 65 F.R.
67765 and on August 22, 2002 by PTE 2001-41 at 67 F.R. 54487 ("Underwriter's
Exemption"), and that it understands that there are certain conditions to the
availability of the Underwriter's Exemption, including that the certificate must
be rated, at the time of purchase, not lower than "BBB-" (or its equivalent) by
Fitch, Xxxxx'x or S&P, or (C) (i) it is an insurance company, (ii) the
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source of funds used to acquire or hold the Certificate or interest therein is
an "insurance company general account," as defined in Prohibited Transaction
Class Exemption ("PTCE") 95-60, and (iii) the conditions in Sections I and III
of PTCE 95-60 have been satisfied.
(iii) If any Certificate or any interest therein is
acquired or held in violation of the provisions of
the preceding two paragraphs, the next preceding permitted beneficial owner will
be treated as the beneficial owner of that Certificate retroactive to the date
of transfer to the purported beneficial owner. Any purported beneficial owner
whose acquisition or holding of any such Certificate or interest therein was
effected in violation of the provisions of the preceding paragraph shall
indemnify and hold harmless the Depositor, the Master Servicer, the Trustee, the
Trust Administrator, the Certificate Registrar, the Paying Agent, the
Authenticating Agent and the Trust Fund from and against any and all
liabilities, claims, costs or expenses incurred by those parties as a result of
that acquisition or holding.
(d) (i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Paying Agent or its
designee under clause (iii)(A) below to deliver payments to a Person other than
such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of Transfer and to do all other
things necessary in connection with any such sale. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall be a Permitted
Transferee and shall promptly notify the Certificate Registrar
of any change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Residual Certificate, the Certificate
Registrar shall require delivery to it and shall not register
the Transfer of any Residual Certificate until its receipt of
an affidavit and agreement (a "Transfer Affidavit and
Agreement"), in the form attached hereto as Exhibit F-2, from
the proposed Transferee, in form and substance satisfactory to
the Certificate Registrar, representing and warranting, among
other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in the
Residual Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person that is
not a Permitted Transferee, that for so long as it retains its
Ownership Interest in a Residual Certificate, it will endeavor
to remain a Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(d) and agrees to be bound by
them.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under clause
(B) above, if a Responsible Officer of the Certificate
Registrar who is assigned to this transaction has actual
knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer
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of an Ownership Interest in a Residual Certificate to such
proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall agree (x) to require
a Transfer Affidavit and Agreement from any other Person to
whom such Person attempts to transfer its Ownership Interest
in a Residual Certificate and (y) not to transfer its
Ownership Interest unless it provides a transferor affidavit
(a "Transferor Affidavit"), in the form attached hereto as
Exhibit F-2, to the Certificate Registrar stating that, among
other things, it has no actual knowledge that such other
Person is not a Permitted Transferee.
(E) Each Person holding or acquiring an Ownership
Interest in a Residual Certificate, by purchasing an Ownership
Interest in such Certificate, agrees to give the Certificate
Registrar written notice that it is a "pass-through interest
holder" within the meaning of temporary Treasury regulation
Section 1.67- 3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Residual Certificate, if it is, or is
holding an Ownership Interest in a Residual Certificate on
behalf of, a "pass-through interest holder."
(ii) The Certificate Registrar will register the
Transfer of any Residual Certificate only if it shall have
received the Transfer Affidavit and Agreement and all of such
other documents as shall have been reasonably required by the
Certificate Registrar as a condition to such registration. In
addition, no Transfer of a Residual Certificate shall be made
unless the Certificate Registrar shall have received a
representation letter from the Transferee of such Certificate
to the effect that such Transferee is a Permitted Transferee.
(iii) (A) If any purported Transferee shall become a
Holder of a Residual Certificate in violation of the
provisions of this Section 5.02(d), then the last preceding
Permitted Transferee shall be restored, to the extent
permitted by law, to all rights as Holder thereof retroactive
to the date of registration of such Transfer of such Residual
Certificate. The Certificate Registrar shall be under no
liability to any Person for any registration of Transfer of a
Residual Certificate that is in fact not permitted by this
Section 5.02(d) or for making any payments due on such
Certificate to the Holder thereof or for taking any other
action with respect to such Holder under the provisions of
this Agreement.
(B) If any purported Transferee shall become a Holder
of a Residual Certificate in violation of the restrictions in
this Section 5.02(d) and to the extent that the retroactive
restoration of the rights of the Holder of such Residual
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Certificate
Registrar shall have the right, without notice to the Holder
or any prior Holder of such Residual Certificate, to sell such
Residual Certificate to a purchaser selected by the
Certificate Registrar on such terms as the Certificate
Registrar may choose. Such purported Transferee shall promptly
endorse and deliver each Residual Certificate in accordance
with the instructions
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of the Certificate Registrar. Such purchaser may be the
Certificate Registrar itself or any Affiliate of the
Certificate Registrar. The proceeds of such sale, net of the
commissions (which may include commissions payable to the
Certificate Registrar or its Affiliates), expenses and taxes
due, if any, will be remitted by the Certificate Registrar to
such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the
sole discretion of the Certificate Registrar, and the
Certificate Registrar shall not be liable to any Person having
an Ownership Interest in a Residual Certificate as a result of
its exercise of such discretion.
(iv) The Trust Administrator and the Certificate
Registrar shall make available to the Internal Revenue Service
and those Persons specified by the REMIC Provisions all
information necessary to compute any tax imposed (A) as a
result of the Transfer of an Ownership Interest in a Residual
Certificate to any Person who is a Disqualified Organization,
including the information described in Treasury regulations
sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the
"excess inclusions" of such Residual Certificate and (B) as a
result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust,
estate or organization described in Section 1381 of the Code
that holds an Ownership Interest in a Residual Certificate
having as among its record holders at any time any Person
which is a Disqualified Organization. Reasonable compensation
for providing such information may be accepted by the Trust
Administrator and the Certificate Registrar.
(v) The provisions of this Section 5.02(d) set forth
prior to this subsection (v) may be modified, added to or
eliminated, provided that there shall have been delivered to
the Trust Administrator and the Certificate Registrar at the
expense of the party seeking to modify, add to or eliminate
any such provision the following:
(A) written notification from the Rating Agencies to
the effect that the modification, addition to or elimination
of such provisions will not cause the Rating Agencies to
downgrade its then-current ratings of any Class of
Certificates; and
(B) an Opinion of Counsel, in form and substance
satisfactory to the Certificate Registrar and the Trust
Administrator, to the effect that such modification of,
addition to or elimination of such provisions will not cause
any Trust REMIC to cease to qualify as a REMIC and will not
cause (x) any Trust REMIC to be subject to an entity-level tax
caused by the Transfer of any Residual Certificate to a Person
that is not a Permitted Transferee or (y) a Person other than
the prospective transferee to be subject to a REMIC-tax caused
by the Transfer of a Residual Certificate to a Person that is
not a Permitted Transferee.
(e) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the
Certificate Registrar maintained for such purpose pursuant to Section 8.12, the
Certificate Registrar shall give notice of such surrender to
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the Paying Agent and the Authenticating Agent. Upon receipt of such notice, the
Paying Agent shall execute and the Authenticating Agent shall authenticate and
deliver, in the name of the designated Transferee or Transferees, one or more
new Certificates of the same Class of a like aggregate Percentage Interest.
(f) At the option of the Holder thereof, any Certificate may
be exchanged for other Certificates of the same Class with authorized
denominations and a like aggregate Percentage Interest, upon surrender of such
Certificate to be exchanged at any office or agency of the Certificate Registrar
maintained for such purpose pursuant to Section 8.12. Whenever any Certificates
are so surrendered for exchange, upon notice from the Certificate Registrar, the
Paying Agent shall execute, and the Authenticating Agent shall authenticate and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.
(g) No service charge to the Certificateholders shall be made
for any transfer or exchange of Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange
shall be canceled and destroyed by the Certificate Registrar in accordance with
its customary procedures.
SECTION 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Certificate Registrar receive evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Certificate Registrar, the Trustee and the Trust
Administrator such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of actual knowledge by the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser, the
Paying Agent shall execute, and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and of like denomination
and Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Certificate Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04 Persons Deemed Owners.
The Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Certificate Registrar, the Authenticating Agent, the Paying
Agent and any agent of any of them
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may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.01 and for all other purposes whatsoever, and none of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator, the Certificate
Registrar, the Authenticating Agent, the Paying Agent or any agent of any of
them shall be affected by notice to the contrary.
SECTION 5.05 Certain Available Information.
The Paying Agent shall maintain at its Corporate Trust Office
and shall make available free of charge during normal business hours for review
by any Holder of a Certificate or any Person identified to the Paying Agent as a
prospective transferee of a Certificate, originals or copies of the following
items: (A) this Agreement and any amendments hereof entered into pursuant to
Section 11.01, (B) all monthly statements required to be delivered to
Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, and all other notices, reports, statements and written
communications delivered to the Certificateholders of the relevant Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trust Administrator since the Closing
Date pursuant to Section 10.01(h), (D) any and all Officers' Certificates
delivered to the Trust Administrator or the Paying Agent by the Master Servicer
since the Closing Date to evidence the Master Servicer's determination that any
P&I Advance was, or if made, would be a Nonrecoverable P&I Advance and (E) any
and all Officers' Certificates delivered to the Trust Administrator or the
Paying Agent by the Master Servicer since the Closing Date pursuant to Section
4.04(a). Copies and mailing of any and all of the foregoing items will be
available from the Paying Agent upon request at the expense of the person
requesting the same.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01 Liability of the Depositor and the Master
Servicer.
The Depositor and the Master Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Depositor and the Master
Servicer herein.
SECTION 6.02 Merger or Consolidation of the Depositor or the
Master Servicer.
Subject to the following paragraph, the Depositor will keep in
full effect its existence, rights and franchises as a corporation under the laws
of the jurisdiction of its incorporation. Subject to the following paragraph,
the Master Servicer will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation and its qualification as an approved conventional seller/servicer
for Xxxxxx Xxx or Xxxxxxx Mac in good standing. The Depositor and the Master
Servicer each will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this
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Agreement, the Certificates or any of the Mortgage Loans and to perform its
respective duties under this Agreement.
The Depositor or the Master Servicer may be merged or
consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Mae or Xxxxxxx Mac; and provided further that the Rating Agencies'
ratings of the Certificates rated thereby and in effect immediately prior to
such merger or consolidation will not be qualified, reduced or withdrawn as a
result thereof (as evidenced by a letter to such effect from the Rating
Agencies).
SECTION 6.03 Limitation on Liability of the Depositor, the
Master Servicer and Others.
None of the Depositor, the Master Servicer or any of the
directors, officers, employees or agents of the Depositor or the Master Servicer
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer or any such
person against any breach of warranties, representations or covenants made
herein, or against any specific liability imposed on the Master Servicer
pursuant hereto, or against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations and duties hereunder.
The Depositor, the Master Servicer and any director, officer, employee or agent
of the Depositor or the Master Servicer may rely in good faith on any document
of any kind which, PRIMA FACIE, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer and
any director, officer, employee or agent of the Depositor or the Master Servicer
shall be indemnified and held harmless by the Trust Fund against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense to
any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability
or expense shall be otherwise reimbursable pursuant to this Agreement) or any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and, in its opinion, does not involve it in any expense or
liability; provided, however, that each of the Depositor and the Master Servicer
may in its discretion undertake any such action which it may deem necessary or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, unless the Depositor or the Master Servicer acts without the consent of
Holders of Certificates entitled to at least 51% of the Voting Rights (which
consent shall not be necessary in the case of litigation or other legal action
by either to
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enforce their respective rights or defend themselves hereunder), the legal
expenses and costs of such action and any liability resulting therefrom (except
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder) shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor (subject to the limitations
set forth above) and the Master Servicer shall be entitled to be reimbursed
therefor from the Collection Account as and to the extent provided in Section
3.11, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Collection Account.
SECTION 6.04 Limitation on Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that its duties
hereunder are no longer permissible under applicable law or (ii) with the
written consent of the Trustee and the Trust Administrator, which consent may
not be unreasonably withheld, with written confirmation from the Rating Agencies
(which confirmation shall be furnished to the Depositor, the Trustee and the
Trust Administrator) that such resignation will not cause the Rating Agencies to
reduce the then current rating of the Class A Certificates and provided that a
qualified successor has agreed to assume the duties and obligations of the
Master Servicer hereunder. Any such determination pursuant to clause (i) of the
preceding sentence permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect obtained at the expense of the
Master Servicer and delivered to the Trustee and the Trust Administrator. No
resignation of the Master Servicer shall become effective until the Trustee or a
successor servicer shall have assumed the Master Servicer's responsibilities,
duties, liabilities (other than those liabilities arising prior to the
appointment of such successor) and obligations under this Agreement.
Except as expressly provided herein, the Master Servicer shall
not assign nor transfer any of its rights, benefits or privileges hereunder to
any other Person, nor delegate to or subcontract with, nor authorize or appoint
any other Person to perform any of the duties, covenants or obligations to be
performed by the Master Servicer hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer are transferred to a successor master
servicer, the entire amount of the Servicing Fee, the Administration Fee and
other compensation payable to the Master Servicer pursuant hereto shall
thereafter be payable to such successor master servicer.
SECTION 6.05 Rights of the Depositor in Respect of the Master
Servicer.
The Master Servicer shall afford (and any Sub-Servicing
Agreement shall provide that each Sub-Servicer shall afford) the Depositor, the
Trustee and the Trust Administrator, upon reasonable notice, during normal
business hours, access to all records maintained by the Master Servicer (and any
such Sub-Servicer) in respect of the Master Servicer's rights and obligations
hereunder and access to officers of the Master Servicer (and those of any such
Sub-Servicer) responsible for such obligations. Upon request, the Master
Servicer shall furnish to the Depositor, the Trustee and the Trust Administrator
its (and any such Sub-Servicer's) most recent financial statements of the parent
company of the Master Servicer and such other information relating to the Master
Servicer's capacity to perform its obligations under this Agreement that it
possesses. Notwithstanding the foregoing, in the case of the Initial
Sub-Servicer, such access and
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information described in the preceding two sentences shall be required to be
provided only to the extent provided in the Sub-Servicing Agreement. To the
extent such information is not otherwise available to the public, the Depositor,
the Trustee and the Trust Administrator shall not disseminate any information
obtained pursuant to the preceding two sentences without the Master Servicer's
written consent, except as required pursuant to this Agreement or to the extent
that it is appropriate to do so (i) in working with legal counsel, auditors,
taxing authorities or other governmental agencies, rating agencies or reinsurers
or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction
or decree of any court or governmental authority having jurisdiction over the
Depositor, the Trustee, the Trust Administrator or the Trust Fund, and in either
case, the Depositor, the Trustee or the Trust Administrator, as the case may be,
shall use its best efforts to assure the confidentiality of any such
disseminated non-public information. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer under this Agreement and may, but
is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer under this Agreement or exercise the rights of
the Master Servicer under this Agreement; provided that the Master Servicer
shall not be relieved of any of its obligations under this Agreement by virtue
of such performance by the Depositor or its designee. The Depositor shall not
have any responsibility or liability for any action or failure to act by the
Master Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.
ARTICLE VII
DEFAULT
SECTION 7.01 Master Servicer Events of Default.
"Master Servicer Event of Default," wherever used herein,
means any one of the following events:
(i) any failure by the Master Servicer to remit to
the Paying Agent for distribution to the Certificateholders
any payment (other than a P&I Advance required to be made from
its own funds on any Master Servicer Remittance Date pursuant
to Section 4.03) required to be made under the terms of the
Certificates and this Agreement which continues unremedied for
a period of one Business Day after the date upon which written
notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer (with a copy to
the Paying Agent ) by the Depositor, the Trust Administrator
or the Trustee (in which case notice shall be provided by
telecopy), or to the Master Servicer, the Depositor, the Trust
Administrator, the Paying Agent and the Trustee by the Holders
of Certificates entitled to at least 25% of the Voting Rights;
or
(ii) any failure on the part of the Master Servicer
duly to observe or perform in any material respect any of the
covenants or agreements on the part of the Master Servicer
contained in the Certificates or in this Agreement which
continues unremedied for a period of 30 days after the earlier
of (i) the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to
the Master Servicer by the Depositor, the Trust Administrator
or the
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Trustee, or to the Master Servicer, the Depositor, the Trust
Administrator and the Trustee by the Holders of Certificates
entitled to at least 25% of the Voting Rights and (ii) actual
knowledge of such failure by a Servicing Officer of the Master
Servicer; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or the appointment
of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or
similar proceeding, or for the winding-up or liquidation of
its affairs, shall have been entered against the Master
Servicer and if such proceeding is being contested by the
Master Servicer in good faith such decree or order shall have
remained in force undischarged or unstayed for a period of 60
consecutive days or results in the entry of an order for
relief or any such adjudication or appointment; or
(iv) the Master Servicer shall consent to the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the
Master Servicer or of or relating to all or substantially all
of its property; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of
its creditors, or voluntarily suspend payment of its
obligations; or
(vi) any failure of the Master Servicer to make, or
of the Paying Agent to make on behalf of the Master Servicer,
any P&I Advance on any Master Servicer Remittance Date
required to be made from its own funds pursuant to Section
4.03.
If a Master Servicer Event of Default described in clauses (i)
through (v) of this Section shall occur, then, and in each and every such case,
so long as such Master Servicer Event of Default shall not have been remedied,
the Depositor or the Trustee may, and at the written direction of the Holders of
Certificates entitled to at least 51% of Voting Rights, the Trustee shall, by
notice in writing to the Master Servicer (and to the Depositor if given by the
Trustee or to the Trustee if given by the Depositor), terminate all of the
rights and obligations of the Master Servicer in its capacity as a Master
Servicer under this Agreement, to the extent permitted by law, and in and to the
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Mortgage Loans and the proceeds thereof. If a Master Servicer Event of Default
described in clause (vi) hereof shall occur and shall not have been remedied by
1:00 p.m. on the related Distribution Date, the Paying Agent shall notify the
Trustee of the same, and the Trustee shall be obligated to make such P&I Advance
and, then so long as such Master Servicer Event of Default shall not have been
remedied during the applicable time period set forth in clause (vi) above
(including the reimbursement to the Trustee by the Master Servicer, with
interest thereon at the Prime Rate, for any P&I Advance made), the Trustee
shall, by notice in writing to the Master Servicer and the Depositor, terminate
all of the rights and obligations of the Master Servicer in its capacity as a
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof. On or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in
the Trustee pursuant to and under this Section and, without limitation, the
Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise, to
execute and deliver on behalf of and at the expense of the Master Servicer, any
and all documents and other instruments and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees, at its sole cost and expense, promptly (and in any event no later than
ten Business Days subsequent to such notice) to provide the Trustee with all
documents and records requested by it to enable it to assume the Master
Servicer's functions under this Agreement, and to cooperate with the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, the transfer within one
Business Day to the Trustee for administration by it of all cash amounts which
at the time shall be or should have been credited by the Master Servicer to the
Collection Account held by or on behalf of the Master Servicer, the Distribution
Account or any REO Account or Servicing Account held by or on behalf of the
Master Servicer or thereafter be received with respect to the Mortgage Loans or
any REO Property serviced by the Master Servicer (provided, however, that the
Master Servicer shall continue to be entitled to receive all amounts accrued or
owing to it under this Agreement on or prior to the date of such termination,
whether in respect of P&I Advances or otherwise, and shall continue to be
entitled to the benefits of Section 6.03, notwithstanding any such termination,
with respect to events occurring prior to such termination). For purposes of
this Section 7.01, the Trustee shall not be deemed to have knowledge of a Master
Servicer Event of Default unless a Responsible Officer of the Trustee assigned
to and working in the Trustee's Corporate Trust Office has actual knowledge
thereof or unless written notice of any event which is in fact such a Master
Servicer Event of Default is received by the Trustee and such notice references
the Certificates, the Trust Fund or this Agreement.
SECTION 7.02 Trustee to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a
notice of termination, the Trustee shall be the successor in all respects to the
Master Servicer in its capacity as Master Servicer under this Agreement, the
Master Servicer shall not have the right to withdraw any funds from the
Collection Account without the consent of the Trustee and the transactions set
forth or provided for herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on the
Master Servicer (except for any representations or warranties of the Master
Servicer under this Agreement, the responsibilities, duties and liabilities
contained in Section 2.03(c) and its obligation to deposit amounts in respect of
losses pursuant to Section 3.12) by the terms and provisions hereof including,
without limitation, the Master Servicer's obligations to make P&I Advances
pursuant to Section 4.03; provided, however, that if the Trustee is prohibited
by law or regulation from obligating itself to make advances regarding
delinquent mortgage loans, then the Trustee shall not be obligated to make P&I
Advances pursuant to Section 4.03; and provided further, that any failure to
perform such duties or responsibilities caused by the Master Servicer's failure
to provide information required by Section 7.01 shall not be considered a
default by the Trustee as successor to the
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Master Servicer hereunder. As compensation therefor, the Trustee shall be
entitled to the Servicing Fees and Administration Fees and all funds relating to
the Mortgage Loans to which the Master Servicer would have been entitled if it
had continued to act hereunder (other than amounts which were due or would
become due to the Master Servicer prior to its termination or resignation).
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or if it is prohibited by law from making
advances regarding delinquent mortgage loans, or if the Holders of Certificates
entitled to at least 51% of the Voting Rights so request in writing to the
Trustee, promptly appoint or petition a court of competent jurisdiction to
appoint, an established mortgage loan servicing institution acceptable to the
Rating Agencies and having a net worth of not less than $15,000,000 as the
successor to the Master Servicer under this Agreement in the assumption of all
or any part of the responsibilities, duties or liabilities of the Master
Servicer under this Agreement. No appointment of a successor to the Master
Servicer under this Agreement shall be effective until the assumption by the
successor of all of the Master Servicer's responsibilities, duties and
liabilities hereunder. In connection with such appointment and assumption
described herein, the Trustee may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of that
permitted the Master Servicer as such hereunder. The Depositor, the Trustee and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. Pending appointment of a
successor to the Master Servicer under this Agreement, the Trustee shall act in
such capacity as hereinabove provided.
(b) In connection with the termination or resignation of the
Master Servicer hereunder, either (i) the successor servicer, including the
Trustee, if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, in which case the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to revise its records to reflect the
transfer of servicing to the successor Master Servicer as necessary under MERS'
rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
with the successor Master Servicer in causing MERS to execute and deliver an
assignment of Mortgage in recordable form to transfer the Mortgage from MERS to
the Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Master Servicer shall bear any and all fees of MERS, costs of
preparing any assignments of Mortgage, and fees and costs of filing any
assignments of Mortgage that may be required under this Section 7.02(b).
SECTION 7.03 Notification to Certificateholders.
(a) Upon any termination of the Master Servicer pursuant to
Section 7.01 above or any appointment of a successor to the Master Servicer
pursuant to Section 7.02 above, the Trustee shall give prompt written notice
thereof to Certificateholders at their respective addresses appearing in the
Certificate Register.
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(b) Not later than the later of 60 days after the occurrence
of any event, which constitutes or which, with notice or lapse of time or both,
would constitute a Master Servicer Event of Default or five days after a
Responsible Officer of the Trustee becomes aware of the occurrence of such an
event, the Trustee shall transmit by mail to all Holders of Certificates notice
of each such occurrence, unless such default or Master Servicer Event of Default
shall have been cured or waived.
SECTION 7.04 Waiver of Master Servicer Events of Default.
Subject to Section 11.09(d), the Holders representing at least
66% of the Voting Rights evidenced by all Classes of Certificates affected by
any default or Master Servicer Event of Default hereunder may waive such default
or Master Servicer Event of Default; provided, however, that a default or Master
Servicer Event of Default under clause (i) or (vi) of Section 7.01 may be waived
only by all of the Holders of the Regular Certificates. Upon any such waiver of
a default or Master Servicer Event of Default, such default or Master Servicer
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent or
other default or Master Servicer Event of Default or impair any right consequent
thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT
SECTION 8.01 Duties of Trustee, Trust Administrator and
Others.
The Trustee, prior to the occurrence of a Master Servicer
Event of Default and after the curing of all Master Servicer Events of Default
which may have occurred, and each of the Trust Administrator, the Paying Agent,
the Certificate Registrar and the Authenticating Agent, at all times, undertakes
to perform such duties and only such duties as are specifically set forth in
this Agreement. During a Master Servicer Event of Default, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs. Any permissive right of the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar or the Authenticating Agent enumerated
in this Agreement shall not be construed as a duty.
Each of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar and the Authenticating Agent, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to it, which are specifically required to be
furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement; provided,
however, that none of the Trustee, the Trust Administrator, the Paying Agent,
the Certificate Registrar or the Authenticating Agent will be responsible for
the accuracy or content of any such resolutions, certificates, statements,
opinions, reports, documents or other instruments. If any such instrument is
found not to conform to the requirements of this Agreement in a material manner,
it
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shall take such action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to its satisfaction, it will
provide notice thereof to the Certificateholders.
No provision of this Agreement shall be construed to relieve
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent from liability for its own negligent
action, its own negligent failure to act or its own misconduct; provided,
however, that:
(i) With respect to the Trustee, prior to the
occurrence of a Master Servicer Event of Default, and after
the curing of all such Master Servicer Events of Default which
may have occurred, and with respect to the Trust
Administrator, the Paying Agent, the Certificate Registrar and
the Authenticating Agent, at all times, the duties and
obligations of each of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar and the
Authenticating Agent, shall be determined solely by the
express provisions of this Agreement, none of the Trustee, the
Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be liable except
for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants
or obligations shall be read into this Agreement against the
Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent and, in the
absence of bad faith on the part of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or
the Authenticating Agent, as applicable, the Trustee, the
Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent, as the case may be, may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or
the Authenticating Agent, as the case may be, that conform to
the requirements of this Agreement;
(ii) None of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the
Authenticating Agent shall be personally liable for any error
of judgment made in good faith by a Responsible Officer or
Responsible Officers of it unless it shall be proved that it
was negligent in ascertaining the pertinent facts;
(iii) None of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the
Authenticating Agent shall be personally liable with respect
to any action taken, suffered or omitted to be taken by it in
good faith in accordance with the direction of the Holders of
Certificates entitled to at least 25% of the Voting Rights
relating to the time, method and place of conducting any
proceeding for any remedy available to the it or exercising
any trust or power conferred upon it, under this Agreement;
and
(iv) The Trustee shall not be required to take notice
or be deemed to have notice or knowledge of any default unless
a Responsible Officer of the
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Trustee shall have received written notice thereof or a
Responsible Officer shall have actual knowledge thereof. In
the absence of receipt of such notice or actual knowledge, the
Trustee may conclusively assume there is no default.
None of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent shall be required
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, in each case not including expenses, disbursements and
advances incurred or made by the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent, as applicable,
including the compensation and the expenses and disbursements of its agents and
counsel, in the ordinary course of the Trustee's, the Trust Administrator's the
Paying Agent's, the Certificate Registrar's or the Authenticating Agent's, as
the case may be, performance in accordance with the provisions of this
Agreement, if there is reasonable ground for believing that the repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. With respect to the Trustee, none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations of
the Master Servicer under this Agreement, except during such time, if any, as
the Trustee shall be the successor to, and be vested with the rights, duties,
powers and privileges of, the Master Servicer in accordance with the terms of
this Agreement.
SECTION 8.02 Certain Matters Affecting the Trustee, the Trust
Administrator and Others.
(a) Except as otherwise provided in Section 8.01:
(i) Each of the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar and the Authenticating
Agent and any director, officer, employee or agent of the
Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent, as the case
may be, may request and conclusively rely upon and shall be
fully protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or
any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other
paper or document reasonably believed by it to be genuine and
to have been signed or presented by the proper party or
parties;
(ii) Each of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar and the
Authenticating Agent may consult with counsel of its selection
and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) None of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the
Authenticating Agent shall be under any obligation to exercise
any of the trusts or powers vested in it by this Agreement or
to institute, conduct or defend any litigation hereunder or in
relation hereto at the
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request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee, the
Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent, as applicable, security
or indemnity satisfactory to it against the costs, expenses
and liabilities which may be incurred therein or thereby; the
right of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent
to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and none of the Trustee, the
Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be answerable for
other than its negligence or willful misconduct in the
performance of any such act; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the
occurrence of a Master Servicer Event of Default (which has
not been cured or waived), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct
of such person's own affairs;
(iv) None of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the
Authenticating Agent shall be personally liable for any action
taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement;
(v) With respect to the Trustee, prior to the
occurrence of a Master Servicer Event of Default hereunder,
and after the curing of all Master Servicer Events of Default
which may have occurred, and with respect to the Trust
Administrator, the Paying Agent, the Certificate Registrar or
the Authenticating Agent, at all times, none of the Trustee,
the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be bound to make
any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so
by the Holders of Certificates entitled to at least 25% of the
Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar or the Authenticating
Agent, as applicable, of the costs, expenses or liabilities
likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or
the Authenticating Agent, as applicable, not reasonably
assured to the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent,
as applicable, by such Certificateholders, the Trustee, the
Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent, as applicable, may
require indemnity satisfactory to it against such cost,
expense, or liability from such Certificateholders as a
condition to taking any such action;
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(vi) Each of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar and the
Authenticating Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or
by or through agents or attorneys and none of the Trustee, the
Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be responsible for
any misconduct or negligence on the part of any agent or
attorney appointed with due care;
(vii) None of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the
Authenticating Agent shall be personally liable for any loss
resulting from the investment of funds held in the Collection
Account at the direction of the Master Servicer pursuant to
Section 3.12; and
(viii) Any request or direction of the Depositor, the
Master Servicer or the Certificateholders mentioned herein
shall be sufficiently evidenced in writing.
(b) All rights of action under this Agreement or under any of
the Certificates, enforceable by the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar or the Authenticating Agent, may be
enforced by it without the possession of any of the Certificates, or the
production thereof at the trial or other proceeding relating thereto, and any
such suit, action or proceeding instituted by the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent shall be brought in its name for the benefit of all the Holders of such
Certificates, subject to the provisions of this Agreement.
SECTION 8.03 Trustee, Trust Administrator and Others not
Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other
than the signatures of the Trustee, the Trust Administrator and Citibank hereto,
the signature of the Paying Agent and the authentication of the Authenticating
Agent on the Certificates, the acknowledgments of the Trustee and the Trust
Administrator contained in Article II and the representations and warranties of
the Trustee, the Trust Administrator and Citibank in Section 8.12) shall be
taken as the statements of the Depositor and none of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent assumes any responsibility for their correctness. None of the Trustee, the
Trust Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent makes any representations or warranties as to the validity
or sufficiency of this Agreement (other than as specifically set forth in
Section 8.12) or of the Certificates (other than the signature of the Paying
Agent and authentication of the Authenticating Agent on the Certificates) or of
any Mortgage Loan or related document or of MERS or the MERS System. None of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or
the Authenticating Agent shall be accountable for the use or application by the
Depositor of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Collection Account by the Master Servicer.
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SECTION 8.04 Trustee, Trust Administrator and Others May Own
Certificates.
Each of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar and the Authenticating Agent in its individual
capacity or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent, as applicable.
SECTION 8.05 Trustee's, Trust Administrator's, Paying Agent's,
Authenticating Agent's, Certificate Registrar's
and Custodians' Fees and Expenses.
(a) The compensation to be paid to the Trustee, the Trust
Administrator, the Paying Agent, the Authenticating Agent and the Certificate
Registrar in respect of each of its obligations under this Agreement or of a
Custodian's obligations under the applicable Custodial Agreement will be the
amounts paid by the Master Servicer from its own funds or from a portion of the
compensation paid to the Master Servicer hereunder pursuant to letter agreements
between the Master Servicer and the Trustee, the Trust Administrator, the Paying
Agent, the Authenticating Agent, the Certificate Registrar and such Custodian
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) and no such compensation
shall be paid from the assets of the Trust. Each of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent, a Custodian and any director, officer, employee or agent of any of them,
as applicable, shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense (not including expenses, disbursements and
advances incurred or made by the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar, the Authenticating Agent or a Custodian, as
applicable, including the compensation and the expenses and disbursements of its
agents and counsel, in the ordinary course of the Trustee's, the Trust
Administrator's the Paying Agent's, the Certificate Registrar's, the
Authenticating Agent's or a Custodian's, as the case may be, performance in
accordance with the provisions of this Agreement) incurred by the Trustee, the
Trust Administrator, the Paying Agent, the Certificate Registrar, the
Authenticating Agent or a Custodian, as applicable, in connection with any claim
or legal action or any pending or threatened claim or legal action arising out
of or in connection with the acceptance or administration of its obligations and
duties under this Agreement (or, in the case of a Custodian, under the
applicable Custodial Agreement), other than any loss, liability or expense (i)
resulting from any breach of the Master Servicer's (and in the case of the
Trustee, the Trust Administrator's or the Paying Agent's; in the case of the
Trust Administrator, the Trustee's or the Paying Agent's; or in the case of the
Paying Agent, the Trustee's or the Trust Administrator's) obligations in
connection with this Agreement and the Mortgage Loans, (ii) that constitutes a
specific liability of the Trustee, the Trust Administrator or the Paying Agent,
as applicable, pursuant to Section 10.01(g) or (iii) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder (or, in the case of a Custodian, under the
applicable Custodial Agreement) or as a result of a breach of the Trustee's, the
Trust Administrator's or the Paying Agent's obligations under Article X hereof
(or, in the case of a Custodian, as a result of a breach of such Custodian's
obligations under the related Custodial
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Agreement). Any amounts payable to the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar or the Authenticating Agent, a
Custodian, or any director, officer, employee or agent of any of them in respect
of the indemnification provided by this paragraph (a), or pursuant to any other
right of reimbursement from the Trust Fund that the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent, a Custodian or any director, officer, employee or agent of any of them
may have hereunder in its capacity as such, may be withdrawn by the Paying Agent
for payment to the applicable indemnified Person from the Distribution Account
at any time.
(b) The Master Servicer agrees to indemnify the Trustee, the
Trust Administrator, the Paying Agent, the Certificate Registrar, the
Authenticating Agent and any Custodian from, and hold each harmless against, any
loss, liability or expense resulting from a breach of the Master Servicer's
obligations and duties under this Agreement. Such indemnity shall survive the
termination or discharge of this Agreement and the resignation or removal of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar,
the Authenticating Agent or such Custodian, as the case may be. Any payment
hereunder made by the Master Servicer to the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar, the Authenticating Agent or such
Custodian shall be from the Master Servicer's own funds, without reimbursement
from the Trust Fund therefor.
SECTION 8.06 Eligibility Requirements for Trustee and Trust
Administrator.
Each of the Trustee and the Trust Administrator hereunder
shall at all times be a corporation or an association organized and doing
business under the laws of any state or the United States of America, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. In case at any time the Trustee or the Trust
Administrator shall cease to be eligible in accordance with the provisions of
this Section, the Trustee or the Trust Administrator, as the case may be, shall
resign immediately in the manner and with the effect specified in Section 8.07.
SECTION 8.07 Resignation and Removal of the Trustee and the
Trust Administrator.
Either of the Trustee or the Trust Administrator may at any
time resign and be discharged from the trust hereby created by giving written
notice thereof to the Depositor, the Master Servicer and the Certificateholders
and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust
Administrator is resigning, to the Trustee. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee or trust
administrator (which may be the same Person in the event the Trust Administrator
resigns or is removed) by written instrument, in duplicate, which instrument
shall be delivered to the resigning Trustee or Trust Administrator and to the
successor trustee or trust administrator, as applicable. A copy of such
instrument shall be delivered to the Certificateholders, the Trustee or Trust
Administrator, as applicable, and the Master Servicer by the Depositor. If no
successor trustee or trust administrator shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee or Trust
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Administrator, as applicable, may petition any court of competent jurisdiction
for the appointment of a successor trustee or trust administrator, as
applicable.
If at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Depositor (or in the case
of the Trust Administrator, the Trustee), or if at any time the Trustee or the
Trust Administrator shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor (or in the case of the Trust Administrator, the Trustee) may remove
the Trustee or the Trust Administrator, as applicable, and appoint a successor
trustee or trust administrator (which may be the same Person in the event the
Trust Administrator resigns or is removed) by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and to the successor trustee or trust administrator. A copy of such
instrument shall be delivered to the Certificateholders, the Trustee or the
Trust Administrator, as applicable, and the Master Servicer by the Depositor.
The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee or the Trust Administrator and
appoint a successor trustee or trust administrator by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee or the Trust Administrator, as the
case may be, so removed and one complete set to the successor so appointed. A
copy of such instrument shall be delivered to the Certificateholders and the
Master Servicer by the Depositor.
If no successor Trust Administrator shall have been appointed
and shall have accepted appointment within 60 days after the Trust Administrator
ceases to be the Trust Administrator pursuant to this Section 8.07, then the
Trustee shall perform the duties of the Trust Administrator pursuant to this
Agreement. The Trustee shall notify the Rating Agencies of any change of Trust
Administrator.
Any resignation or removal of the Trustee or the Trust
Administrator and appointment of a successor trustee or trust administrator, as
the case may be, pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee or
trust administrator as provided in Section 8.08. Notwithstanding the foregoing,
in the event the Trust Administrator advises the Trustee that it is unable to
continue to perform its obligations pursuant to the terms of this Agreement
prior to the appointment of a successor, the Trustee shall be obligated to
perform such obligations until a new trust administrator is appointed. Such
performance shall be without prejudice to any claim by a party hereto or
beneficiary hereof resulting from the Trust Administrator's breach of its
obligations hereunder. As compensation therefor, the Trustee shall be entitled
to all fees the Trust Administrator would have been entitled to if it had
continued to act hereunder.
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SECTION 8.08 Successor Trustee or Trust Administrator.
Any successor trustee or trust administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Trustee or the Trust Administrator, as applicable, and to its
predecessor trustee or trust administrator an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee or trust administrator shall become effective and such
successor trustee or trust administrator, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee or trust administrator herein. The predecessor trustee or trust
administrator shall deliver to the successor trustee or trust administrator all
Mortgage Files and related documents and statements, as well as all moneys, held
by it hereunder and the Depositor and the predecessor trustee or trust
administrator shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee or trust administrator all such rights,
powers, duties and obligations.
No successor trustee or trust administrator shall accept
appointment as provided in this Section unless at the time of such acceptance
such successor trustee or trust administrator shall be eligible under the
provisions of Section 8.06 and the appointment of such successor trustee or
trust administrator shall not result in a downgrading of any Class of
Certificates by the Rating Agencies, as evidenced by a letter from the Rating
Agencies.
Upon acceptance of appointment by a successor trustee or trust
administrator as provided in this Section, the Depositor shall mail notice of
the succession of such trustee or trust administrator hereunder to all Holders
of Certificates at their addresses as shown in the Certificate Register. If the
Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee or trust administrator, the successor
trustee or trust administrator shall cause such notice to be mailed at the
expense of the Depositor.
SECTION 8.09 Merger or Consolidation of Trustee or Trust
Administrator.
Any corporation or association into which either the Trustee
or the Trust Administrator may be merged or converted or with which it may be
consolidated or any corporation or association resulting from any merger,
conversion or consolidation to which the Trustee or the Trust Administrator, as
the case may be, shall be a party, or any corporation or association succeeding
to the business of the Trustee or the Trust Administrator, as applicable, shall
be the successor of the Trustee or the Trust Administrator, as the case may be,
hereunder, provided such corporation or association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of REMIC I or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons
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approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of REMIC
I, and to vest in such Person or Persons, in such capacity, such title to REMIC
I, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in case a Master Servicer Event of Default shall have
occurred and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to
REMIC I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.
Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trust conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
SECTION 8.11 [intentionally omitted]
SECTION 8.12 Appointment of Office or Agency.
The Trust Administrator or the Paying Agent on its behalf will
appoint an office or agency in the City of New York where the Certificates may
be surrendered for registration of transfer or exchange, and presented for final
distribution, and where notices and demands to or
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upon the Certificate Registrar, the Paying Agent or the Trust Administrator in
respect of the Certificates and this Agreement may be served.
SECTION 8.13 Representations and Warranties.
Each of the Trustee, the Trust Administrator and Citibank
hereby represents and warrants to the Master Servicer, the Depositor and the
Trustee, the Trust Administrator and Citibank, as applicable, as of the Closing
Date, that:
(i) It is duly organized, validly existing and in
good standing under the laws of the State of Delaware, in the
case of the Trust Administrator, and the laws of the United
States, in the case of the Trustee and Citibank.
(ii) The execution and delivery of this Agreement by
it, and the performance and compliance with the terms of this
Agreement by it, will not violate its articles of association
or bylaws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or
other instrument to which it is a party or which is applicable
to it or any of its assets.
(iii) It has the full power and authority to enter
into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization,
execution and delivery by the other parties hereto,
constitutes a valid, legal and binding obligation of it,
enforceable against it in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency,
receivership, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally, and
(B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law.
(v) It is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal,
state or local governmental or regulatory authority, which
violation, in its good faith and reasonable judgment, is
likely to affect materially and adversely either the ability
of the it to perform its obligations under this Agreement or
the financial condition of it.
(vi) No litigation is pending or, to the best of its
knowledge, threatened against it which would prohibit it from
entering into this Agreement or, in its good faith reasonable
judgment, is likely to materially and adversely affect either
the ability of it to perform its obligations under this
Agreement or the financial condition of it.
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SECTION 8.14 Appointment and Removal of Paying Agent,
Authenticating Agent and Certificate Registrar.
(a) The Trust Administrator hereby appoints Citibank as Paying
Agent and Citibank hereby accepts such appointment. The Paying Agent shall hold
all amounts deposited with it by the Trust Administrator or the Master Servicer
for payment on the Certificates in trust for the benefit of the
Certificateholders until the amounts are paid to the Certificateholders or
otherwise disposed of in accordance with this Agreement.
Any corporation or national banking association into which the
Paying Agent may be merged in or converted or with which it may be consolidated,
or any corporation or national banking association resulting from any merger,
conversion or consolidation to which such Paying Agent shall be a party, or any
corporation or national banking association succeeding to the corporate agency
or corporate trust business of the Paying Agent, shall continue to be the Paying
Agent, provided such corporation or national banking association shall be
otherwise eligible under this section 8.14(a), without the execution or filing
of any paper or any further act on the part of the Trustee, the Trust
Administrator or the Paying Agent.
The Paying Agent may resign at any time by giving written
notice thereof to the Trustee and the Trust Administrator. The Trust
Administrator may at any time terminate the Paying Agent by giving written
notice thereof to the Paying Agent and to the Trustee. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Paying Agent shall cease to be eligible in accordance with the provisions of
this section 8.14(a), the Trust Administrator shall appoint a successor and
shall mail written notice of such appointment by first-class mail, postage
prepaid to all Certificateholders as their names and addresses appear in the
Certificate Register and to the Rating Agencies. Following the termination or
resignation of the Paying Agent and prior to the appointment of a successor
Paying Agent, the Trust Administrator shall act as Paying Agent hereunder. Any
successor Paying Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as the Paying Agent herein. No successor
Paying Agent shall be appointed unless eligible under the provisions of this
section 8.14(a).
The Paying Agent and any successor Paying Agent (i) may not be
an Originator, the Master Servicer, a subservicer, the Depositor or an affiliate
of the Depositor unless the Paying Agent is an institutional trust department,
(ii) must be authorized to exercise corporate trust powers under the laws of its
jurisdiction of organization, and (iii) must at all times be rated at xxxxx "X0"
by S&P if S&P is a Rating Agency and at least "A/F1" by Fitch if Fitch is a
rating agency and the equivalent rating by Moody's, if Xxxxx'x is a Rating
Agency.
The Trust Administrator shall pay to the Paying Agent from its
own funds reasonable compensation for its services hereunder, and such expense
of the Trust Administrator shall not be payable from the Trust Fund and shall
not be recoverable by the Trust Administrator from the assets of the Trust Fund
pursuant to section 8.05 or any other provision of this Agreement.
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(b) The Trust Administrator hereby appoints Citibank as
Authenticating Agent and Citibank hereby accepts such appointment. The
Authenticating Agent shall be authorized to authenticate the Certificates, and
Certificates so authenticated shall be entitled to the benefit of this
Agreement.
The Authenticating Agent shall at all times remain a
corporation or national banking association organized and doing business under
the laws of the United States of America, any state thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $15,000,000, authorized under such
laws to conduct a trust business and subject to supervision or examination by
federal or state authority. If the Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this section
8.14(b), the combined capital and surplus of the Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this section 8.14(b),
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this section 8.14(b).
Any corporation or national banking association into which the
Authenticating Agent may be merged in or converted or with which it may be
consolidated, or any corporation or national banking association resulting from
any merger, conversion or consolidation to which such Authenticating Agent shall
be a party, or any corporation or national banking association succeeding to the
corporate agency or corporate trust business of the Authenticating Agent, shall
continue to be the Authenticating Agent, provided such corporation or national
banking association shall be otherwise eligible under this section 8.14(b),
without the execution or filing of any paper or any further act on the part of
the Trustee, the Trust Administrator or the Authenticating Agent.
The Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and the Trust Administrator. The Trust
Administrator may at any time terminate the Authenticating Agent by giving
written notice thereof to the Authenticating Agent and to the Trustee. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this section 8.14(b), the Trust Administrator shall appoint a
successor and shall mail written notice of such appointment by first-class mail,
postage prepaid to all Certificateholders as their names and addresses appear in
the Certificate Register. Following the termination or resignation of the
Authenticating Agent and prior to the appointment of a successor Authenticating
Agent, the Trust Administrator shall act as Authenticating Agent hereunder. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as the Authenticating Agent
herein. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this section 8.14(b).
The Trust Administrator shall pay to the Authenticating Agent
from its own funds reasonable compensation for its services hereunder, and such
expense of the Trust Administrator shall not be payable from the Trust Fund and
shall not be recoverable by the Trust Administrator
146
from the assets of the Trust Fund pursuant to section 8.05 or any other
provision of this Agreement.
(c) The Trust Administrator hereby appoints Citibank as
Certificate Registrar and Citibank hereby accepts such appointment.
Any corporation or national banking association into which the
Certificate Registrar may be merged in or converted or with which it may be
consolidated, or any corporation or national banking association resulting from
any merger, conversion or consolidation to which such Certificate Registrar
shall be a party, or any corporation or national banking association succeeding
to the corporate agency or corporate trust business of the Certificate
Registrar, shall continue to be the Certificate Registrar, provided such
corporation or national banking association shall be otherwise eligible under
this section 8.14(c), without the execution or filing of any paper or any
further act on the part of the Trustee, the Trust Administrator or the
Certificate Registrar.
The Certificate Registrar may resign at any time by giving
written notice thereof to the Trustee and the Trust Administrator. The Trust
Administrator may at any time terminate the Certificate Registrar by giving
written notice thereof to the Certificate Registrar and to the Trustee.
Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Certificate Registrar shall cease to be
eligible in accordance with the provisions of this section 8.14(c), the Trust
Administrator shall appoint a successor and shall mail written notice of such
appointment by first-class mail, postage prepaid to all Certificateholders as
their names and addresses appear in the Certificate Register. Following the
termination or resignation of the Certificate Registrar and prior to the
appointment of a successor Certificate Registrar, the Trust Administrator shall
act as Certificate Registrar hereunder. Any successor Certificate Registrar upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as the Certificate Registrar herein. No successor Certificate
Registrar shall be appointed unless eligible under the provisions of this
section 8.14(c).
The Trust Administrator shall pay to the Certificate Registrar
from its own funds reasonable compensation for its services hereunder, and such
expense of the Trust Administrator shall not be payable from the Trust Fund and
shall not be recoverable by the Trust Administrator from the assets of the Trust
Fund pursuant to section 8.05 or any other provision of this Agreement.
(e) Notwithstanding anything to the contrary herein, in no
event shall the Trustee be liable to any party hereto or to any third party for
the performance of any custody-related functions with respect to which the
applicable Custodian shall fail to take action on behalf of the Trustee or, with
respect to which the performance of custody-related functions pursuant to the
terms of the custodial agreement with the applicable Custodian shall fail to
satisfy all the related requirements under this Agreement.
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SECTION 8.15 No Trustee Liability for Actions or Inactions of
Custodians.
Notwithstanding anything to the contrary herein, in no event
shall the Trustee be liable to any party hereto or to any third party for the
performance of any custody-related functions with respect to which the
applicable Custodian shall fail to take action on behalf of the Trustee or, with
respect to which the performance of custody-related functions pursuant to the
terms of the custodial agreement with the applicable Custodian shall fail to
satisfy all the related requirements under this Agreement.
ARTICLE IX
TERMINATION
SECTION 9.01 Termination Upon Repurchase or Liquidation of the
Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent
and the Trust Administrator with respect to the Group I Mortgage Loans (other
than the obligations of the Master Servicer to the Trustee and the Trust
Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust
Administrator to provide for and the Paying Agent to make payments to the
Holders of the Group I Certificates as hereinafter set forth) shall terminate
upon payment to the Holders of the Group I Certificates and the deposit of all
amounts held by or on behalf of the Trustee or the Trust Administrator and
required hereunder to be so paid or deposited on the Distribution Date
coinciding with or following the earlier to occur of (i) the purchase by the
applicable Terminator of all Group I Mortgage Loans and each related REO
Property remaining in REMIC I and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Group I Mortgage Loan or
related REO Property remaining in REMIC I. The purchase by the applicable
Terminator of all Group I Mortgage Loans and each related REO Property remaining
in REMIC I shall be at a price (the "Group I Termination Price") equal to the
greater of (A) the Purchase Price of the Group I Mortgage Loans included in
REMIC I, plus the appraised value of each related REO Property, if any, included
in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon
by the Master Servicer and the Trustee in their reasonable discretion and (B)
the aggregate fair market value of all of the assets in REMIC I (as determined
by the Master Servicer, with the consent of the Trustee, as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Holders of the Group I Certificates
pursuant to Section 9.01 (e)).
(b) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent
and the Trust Administrator with respect to the Group II Mortgage Loans (other
than the obligations of the Master Servicer to the Trustee and the Trust
Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust
Administrator to provide for and the Paying Agent to make payments to the
Holders of the Group II Certificates as hereinafter set forth) shall terminate
upon payment to the Holders of the
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Group II Certificates and the deposit of all amounts held by or on behalf of the
Trustee or the Trust Administrator and required hereunder to be so paid or
deposited on the Distribution Date coinciding with or following the earlier to
occur of (i) the purchase by the applicable Terminator of all Group II Mortgage
Loans and each related REO Property remaining in REMIC II-A and (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Group II Mortgage Loan or related REO Property remaining in REMIC II-A. The
purchase by the applicable Terminator of all Group II Mortgage Loans and each
related REO Property remaining in REMIC II-A shall be at a price (the
"Termination Price") equal to the greater of (A) the Purchase Price of the Group
II Mortgage Loans included in REMIC II-A, plus the appraised value of each
related REO Property, if any, included in REMIC II-A, such appraisal to be
conducted by an appraiser mutually agreed upon by the Master Servicer and the
Trustee in their reasonable discretion and (B) the aggregate fair market value
of all of the assets in REMIC II-A (as determined by the Master Servicer, with
the consent of the Trustee, as of the close of business on the third Business
Day next preceding the date upon which notice of any such termination is
furnished to Holders of the Group II Certificates pursuant to Section 9.01 (e)).
(c) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent
and the Trust Administrator with respect to the Group III Mortgage Loans (other
than the obligations of the Master Servicer to the Trustee and the Trust
Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust
Administrator to provide for and the Paying Agent to make payments to the
Holders of the Group III Certificates as hereinafter set forth) shall terminate
upon payment to the Holders of the Group III Certificates and the deposit of all
amounts held by or on behalf of the Trustee or the Trust Administrator and
required hereunder to be so paid or deposited on the Distribution Date
coinciding with or following the earlier to occur of (i) the purchase by the
applicable Terminator of all Group III Mortgage Loans and each related REO
Property remaining in REMIC III-A and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Group III Mortgage
Loan or related REO Property remaining in REMIC III-A. The purchase by the
applicable Terminator of all Group III Mortgage Loans and each related REO
Property remaining in REMIC III-A shall be at a price (the "Group III
Termination Price") equal to the greater of (A) the Purchase Price of the Group
III Mortgage Loans included in REMIC III-A, plus the appraised value of each
related REO Property, if any, included in REMIC III-A, such appraisal to be
conducted by an appraiser mutually agreed upon by the Master Servicer and the
Trustee in their reasonable discretion and (B) the aggregate fair market value
of all of the assets in REMIC III-A (as determined by the Master Servicer, with
the consent of the Trustee, as of the close of business on the third Business
Day next preceding the date upon which notice of any such termination is
furnished to Holders of the Group III Certificates pursuant to Section 9.01
(e)).
(d) The related Terminator shall have the right to purchase
all of the Group I Mortgage Loans and each REO Property remaining in REMIC I,
all of the Group II Mortgage Loans and each REO Property remaining in REMIC II-A
and all of the Group III Mortgage Loans and each REO Property remaining in REMIC
III-A pursuant to Section 9.01(a)(i), Section 9.01(b)(i) or Section 9.01(c)(i),
as applicable, no later than the Determination Date in the month immediately
preceding the Distribution Date on which the Group I Certificates, the Group II
Certificates or the Group III Certificates, as applicable, will be retired;
provided, however, that
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the related Terminator, as provided above, may elect to purchase (i) all of the
Group I Mortgage Loans and each REO Property remaining in REMIC I pursuant to
Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group I
Mortgage Loans and each REO Property remaining in REMIC I at the time of such
election is reduced to less than 1% of the aggregate Stated Principal Balance of
the Group I Mortgage Loans at the Cut-off Date, (ii) all of the Group II
Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section
9.01(b)(i) only if the aggregate Stated Principal Balance of the Group II
Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such
election is reduced to less than 10% of the aggregate Stated Principal Balance
of the Group II Mortgage Loans at the Cut-off Date and (iii) all of the Group
III Mortgage Loans and each REO Property remaining in REMIC III-A pursuant to
Section 9.01(c)(i) only if the aggregate Stated Principal Balance of the Group
III Mortgage Loans and each REO Property remaining in REMIC III-A at the time of
such election is reduced to less than 10% of the aggregate Stated Principal
Balance of the Group III Mortgage Loans at the Cut-off Date. For federal income
tax purposes, the purchase by the related Terminator of the Mortgage Loans and
the REO Properties underlying the Certificates is intended to facilitate a
redemption of such Certificates pursuant to a "cleanup call" within the meaning
of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the
applicable Terminator shall have the right to transfer, sell or assign its
rights to purchase the Mortgage Loans and each REO Property remaining in REMIC
I, REMIC II-A or REMIC III-A.
(e) Notice of the liquidation of any Certificates shall be
given promptly by the Paying Agent by letter to the related Certificateholders
(with a copy to the Trustee and the Trust Administrator mailed (a) in the event
such notice is given in connection with the purchase of either the Group I
Mortgage Loans, the Group II Mortgage Loans or the Group III Mortgage Loans and
each related REO Property remaining in REMIC I, REMIC II-A or REMIC III-A, as
applicable, by the related Terminator, not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of the final
distribution on the related Certificates or (b) otherwise during the month of
such final distribution on or before the Determination Date in such month, in
each case specifying (i) the Distribution Date upon which REMIC I, REMIC II-A or
REMIC III-A, as applicable, will terminate and final payment of the Group I
Certificates, the Group II Certificates or the Group III Certificates, as
applicable, will be made upon presentation and surrender of the Certificates at
the office of the Certificate Registrar therein designated, (ii) the amount of
any such final payment, (iii) that no interest shall accrue in respect of the
Certificates from and after the Interest Accrual Period relating to the final
Distribution Date therefor and (iv) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Certificate
Registrar. In the event such notice is given in connection with the purchase of
all of the Group I Mortgage Loans, the Group II Mortgage Loans or the Group III
Mortgage Loans and each related REO Property remaining in REMIC I, REMIC II-A or
REMIC III-A, as applicable, by the related Terminator, the related Terminator
shall deliver to the Paying Agent for deposit in the Distribution Account (with
notice to the Trustee and the Trust Administrator) not later than the last
Business Day of the month next preceding the month in which such distribution
will be made an amount in immediately available funds equal to the Group I
Termination Price, the Group II Termination Price or the Group III Termination
Price, as applicable. Upon certification to the Trustee by a Servicing Officer
of the making of such final deposit, the Trustee shall promptly release or cause
to be released to the related Terminator the Mortgage Files for the remaining
Group I Mortgage Loans, Group II Mortgage Loans or Group
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III Mortgage Loans, as applicable, and the Trustee shall execute all
assignments, endorsements and other instruments delivered to it which are
necessary to effectuate such transfer.]
(f) Upon receipt of notice by the Paying Agent of the
presentation of the Certificates by the Certificateholders on the related final
Distribution Date to the Certificate Registrar, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates the amount otherwise distributable on such Distribution Date in
accordance with Section 4.01 in respect of the Certificates so presented and
surrendered. Any funds not distributed to any Holder or Holders of Certificates
being retired on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust by the Paying Agent and credited to the account of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall, directly or through an agent, mail a final
notice to remaining related non-tendering Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining the funds
in trust and of contacting such Certificateholders shall be paid out of the
assets remaining in the trust funds. If within one year after the final notice
any such Certificates shall not have been surrendered for cancellation, the
Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and
all rights of non-tendering Certificateholders in or to such amounts shall
thereupon cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Paying Agent as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Immediately following the deposit of funds in trust hereunder
in respect of each of the Group I Certificates, the Group II Certificates and
the Group III Certificates, the Trust Fund shall terminate. In no event shall
the trust created hereby continue beyond the earlier of (a) the Latest Possible
Maturity Date and (b) expiration of 21 years from the death of the last survivor
of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States to the Court of St. Xxxxx, living on the date hereof.
SECTION 9.02 Additional Termination Requirements.
(a) In the event that the related Terminator purchases all the
Group I Mortgage Loans and each related REO Property, all the Group II Mortgage
Loans and each related REO Property or all the Group III Mortgage Loans and each
related REO Property, REMIC I (in the case of a purchase of all the Group I
Mortgage Loans and each related REO Property), REMIC II-A (in the case of a
purchase of all the Group II Mortgage Loans and each related REO Property) or
REMIC III-A (in the case of a purchase of all the Group III Mortgage Loans and
each related REO Property) shall be terminated, in each case in accordance with
the following additional requirements (or in connection with the final payment
on or other liquidation of the last Group I Mortgage Loan or related REO
Property remaining in REMIC I, the last Group II Mortgage Loan or related REO
Property remaining in REMIC II-A or the last
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Group III Mortgage Loan or related REO Property remaining in REMIC III-A, the
additional requirement specified in clause (i) below):
(i) The Trust Administrator shall specify the first
day in the 90-day liquidation period in a statement attached
to REMIC I's, REMIC II-A's OR REMIC III-A's, as applicable,
final Tax Return pursuant to Treasury regulation Section
1.860F-1, and such termination shall satisfy all requirements
of a qualified liquidation under Section 860F of the Code and
any regulations thereunder, as evidenced by an Opinion of
Counsel obtained at the expense of the Master Servicer;
(ii) During such 90-day liquidation period, and at or
prior to the time of making of the final payment on the
Certificates, the Trust Administrator on behalf of the Trustee
shall sell all of the assets of REMIC I, REMIC II-A or REMIC
III-A, as applicable, to the related Terminator for cash; and
(iii) At the time of the making of the final payment
on the related Certificates, the Paying Agent shall distribute
or credit, or cause to be distributed or credited, to the
Holders of the Class I-R Certificates all cash on hand in
REMIC I, to the Holders of the Class II-R Certificates all
cash on hand in REMIC II-A and to the Holders of the Class
III-R Certificates all cash on hand in REMIC III-A (in each
case other than cash retained to meet claims), and either
REMIC I, REMIC II-A or REMIC III-A, as applicable, shall
terminate at that time.
(b) At the expense of the related Terminator (or in the event
of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense
of the Trust Administrator), the Trust Administrator shall prepare or cause to
be prepared the documentation required in connection with the adoption of a plan
of liquidation of REMIC I, REMIC II-A or REMIC III-A, as applicable, pursuant to
this Section 9.02.
(c) By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Trust Administrator to specify the 90-day
liquidation period for REMIC I, REMIC II-A or REMIC III-A, as applicable, which
authorization shall be binding upon all successor Certificateholders.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01 REMIC Administration.
(a) The Trustee shall elect to treat each REMIC created
hereunder as a REMIC under the Code and, if necessary, under applicable state
law. Such election will be made by the Trust Administrator on behalf of the
Trustee on Form 1066 or other appropriate federal tax or information return or
any appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. For the purposes of the
REMIC election in respect of REMIC I, the Group I Certificates (other than the
Class I-R Certificates)
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shall be designated as the Regular Interests in REMIC I and the Class I-R
Certificates shall be designated as the Residual Interest in REMIC I. Neither
the Trustee nor the Trust Administrator shall permit the creation of any
"interests" in REMIC I (within the meaning of Section 860G of the Code) other
than the Group I Certificates. For the purposes of the REMIC election in respect
of REMIC II-A, the REMIC II-A Regular Interests shall be designated as the
Regular Interests in REMIC II-A and the Class R-IIA Interest shall be designated
as the Residual Interests in REMIC II-A. For the purposes of the REMIC election
in respect of REMIC II-B, the Group II Certificates (other than the Class II-R
Certificates) shall be designated as the Regular Interests in REMIC II-B and the
Class R-IIB Interest shall be designated as the Residual Interest in REMIC II-B.
Neither the Trustee nor the Trust Administrator shall permit the creation of any
"interests" in REMIC II-A or REMIC II-B (within the meaning of Section 860G of
the Code) other than the REMIC II-A Regular Interests and the Group II
Certificates. For the purposes of the REMIC election in respect of REMIC III-A,
the REMIC III-A Regular Interests shall be designated as the Regular Interests
in REMIC III-A and the Class R-IIIA Interest shall be designated as the Residual
Interests in REMIC III-A. For the purposes of the REMIC election in respect of
REMIC III-B, the Group III Certificates (other than the Class III-R
Certificates) shall be designated as the Regular Interests in REMIC III-B and
the Class R-IIIB Interest shall be designated as the Residual Interest in REMIC
III-B. Neither the Trustee nor the Trust Administrator shall permit the creation
of any "interests" in REMIC III-A or REMIC III-B (within the meaning of Section
860G of the Code) other than the REMIC III-A Regular Interests and the Group III
Certificates.
(b) The Closing Date is hereby designated as the "Startup Day"
of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the
Code.
(c) The Trust Administrator shall pay any and all expenses
relating to any tax audit of the Trust Fund (including, but not limited to, any
professional fees or any administrative or judicial proceedings with respect to
any Trust REMIC that involve the Internal Revenue Service or state tax
authorities), and shall be entitled to reimbursement from the Trust therefor to
the extent permitted under Section 8.05. The Trust Administrator, as agent for
any Trust REMIC's tax matters person, shall (i) act on behalf of the Trust Fund
in relation to any tax matter or controversy involving any Trust REMIC and (ii)
represent the Trust Fund in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with respect
thereto. The Holder of the largest Percentage Interest of the Residual
Certificates shall be designated, in the manner provided under Treasury
regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1, as the tax matters person of the REMIC created hereunder. By
its acceptance thereof, the Holder of the largest Percentage Interest of the
Residual Certificates hereby agrees to irrevocably appoint the Trust
Administrator or an Affiliate as its agent to perform all of the duties of the
tax matters person for the Trust Fund.
(d) The Trust Administrator shall prepare and the Trustee at
the direction of the Trust Administrator shall sign and the Trust Administrator
shall file all of the Tax Returns in respect of the REMIC created hereunder. The
expenses of preparing and filing such returns shall be borne by the Trust
Administrator without any right of reimbursement therefor. The Master Servicer
shall provide on a timely basis to the Trust Administrator or its designee such
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information with respect to the assets of the Trust Fund as is in its possession
and reasonably required by the Trust Administrator to enable it to perform its
obligations under this Article.
(e) The Trust Administrator shall perform on behalf of any
Trust REMIC all reporting and other tax compliance duties that are the
responsibility of the REMIC under the Code, the REMIC Provisions or other
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority including the filing of Form 8811 with the Internal Revenue
Service within 30 days following the Closing Date. Among its other duties, as
required by the Code, the REMIC Provisions or other such compliance guidance,
the Trust Administrator shall provide (i) to any Transferor of a Residual
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any Person who is not a
Permitted Transferee, (ii) to the Certificateholders such information or reports
as are required by the Code or the REMIC Provisions including reports relating
to interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required) and (iii) to the Internal Revenue Service the
name, title, address and telephone number of the person who will serve as the
representative of any Trust REMIC. The Master Servicer shall provide on a timely
basis to the Trust Administrator such information with respect to the assets of
the Trust Fund, including, without limitation, the Mortgage Loans, as is in its
possession and reasonably required by the Trust Administrator to enable it to
perform its obligations under this subsection. In addition, the Depositor shall
provide or cause to be provided to the Trust Administrator, within ten (10) days
after the Closing Date, all information or data that the Trust Administrator
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumption and projected cash flow of the Certificates.
(f) The Master Servicer, the Trustee and the Trust
Administrator shall take such action and shall cause any Trust REMIC to take
such action as shall be necessary to create or maintain the status thereof as a
REMIC under the REMIC Provisions. The Master Servicer, the Trustee and the Trust
Administrator shall not take any action, cause the Trust Fund to take any action
or fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax
upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator
have received an Opinion of Counsel, addressed to the Trustee and the Trust
Administrator (at the expense of the party seeking to take such action but in no
event at the expense of the Trust Administrator or the Trustee) to the effect
that the contemplated action will not, with respect to any Trust REMIC, endanger
such status or result in the imposition of such a tax, nor shall the Master
Servicer take or fail to take any action (whether or not authorized hereunder)
as to which the Trustee or the Trust Administrator has advised it in writing
that it has received an Opinion of Counsel to the effect that an Adverse REMIC
Event could occur with respect to such action. In addition, prior to taking any
action with respect to any Trust REMIC or its assets, or causing any Trust REMIC
to take any action, which is not contemplated under the terms of this Agreement,
the Master Servicer will consult with the Trustee and the Trust Administrator or
their designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to any Trust REMIC, and the Master
Servicer shall not take any such action or cause any Trust
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REMIC to take any such action as to which the Trustee or the Trust Administrator
has advised it in writing that an Adverse REMIC Event could occur. The Trust
Administrator and the Trustee may consult with counsel to make such written
advice, and the cost of same shall be borne by the party seeking to take the
action not permitted by this Agreement, but in no event shall such cost be an
expense of the Trustee or the Trust Administrator. At all times as may be
required by the Code, the Trust Administrator, the Trustee or the Master
Servicer will ensure that substantially all of the assets of any Trust REMIC
will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the
Code and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of the REMIC created hereunder as defined in Section 860F(a)(2) of
the Code, on the "net income from foreclosure property" of the REMIC as defined
in Section 860G(c) of the Code, on any contributions to the REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trust Administrator pursuant to Section
10.03 hereof, if such tax arises out of or results from a breach by the Trust
Administrator of any of its obligations under this Article X, (ii) to the
Trustee pursuant to Section 10.03 hereof, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under this Article X,
(iii) to the Master Servicer pursuant to Section 10.03 hereof, if such tax
arises out of or results from a breach by the Master Servicer of any of its
obligations under Article III or this Article X, (iv) to the Paying Agent
pursuant to Section 10.03 hereof, if such tax arises out of or results from a
breach by the Paying Agent of any of its obligations under this Article X, or
otherwise (v) against amounts on deposit in the Distribution Account and shall
be paid by withdrawal therefrom.
(h) [Reserved].
(i) The Trust Administrator shall, for federal income tax
purposes, maintain books and records with respect to any Trust REMIC on a
calendar year and on an accrual basis.
(j) Following the Startup Day, the Master Servicer, the
Trustee and the Trust Administrator shall not accept any contributions of assets
to any Trust REMIC other than in connection with any Qualified Substitute
Mortgage Loan delivered in accordance with Section 2.03 unless it shall have
received an Opinion of Counsel to the effect that the inclusion of such assets
in the Trust Fund will not cause the REMIC to fail to qualify as a REMIC at any
time that any Certificates are outstanding or subject the REMIC to any tax under
the REMIC Provisions or other applicable provisions of federal, state and local
law or ordinances.
(k) None of the Trustee, the Trust Administrator or the Master
Servicer shall enter into any arrangement by which any Trust REMIC will receive
a fee or other compensation for services nor permit either such REMIC to receive
any income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
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SECTION 10.02 Prohibited Transactions and Activities.
None of the Depositor, the Master Servicer, the Trust
Administrator, the Paying Agent or the Trustee shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
foreclosure of a Mortgage Loan, including but not limited to, the acquisition or
sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the
bankruptcy of any Trust REMIC, (iii) the termination of any Trust REMIC pursuant
to Article IX of this Agreement, (iv) a substitution pursuant to Article II of
this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III
of this Agreement), nor acquire any assets for any Trust REMIC (other than REO
Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose
of any investments in the Collection Account or the Distribution Account for
gain, nor accept any contributions to any Trust REMIC after the Closing Date
(other than a Qualified Substitute Mortgage Loan delivered in accordance with
Section 2.03), unless it has received an Opinion of Counsel, addressed to the
Trustee and the Trust Administrator (at the expense of the party seeking to
cause such sale, disposition, substitution, acquisition or contribution but in
no event at the expense of the Trustee or the Trust Administrator) that such
sale, disposition, substitution, acquisition or contribution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC
to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.
SECTION 10.03 Master Servicer and Trust Administrator
Indemnification.
(a) The Trust Administrator agrees to indemnify the Trust
Fund, the Depositor, the Master Servicer and the Trustee for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee as
a result of a breach of the Trust Administrator's covenants set forth in this
Article X.
(b) The Master Servicer agrees to indemnify the Trust Fund,
the Depositor, the Trust Administrator and the Trustee for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Depositor, the Trust Administrator or the
Trustee, as a result of a breach of the Master Servicer's covenants set forth in
Article III or this Article X.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment.
This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate
Registrar, the Authenticating Agent and the Trust Administrator without the
consent of any of the Certificateholders, (i) to cure any ambiguity or defect,
(ii) to correct, modify or supplement any provisions herein (including to give
effect to the expectations of Certificateholders) or (iii) to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion
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of Counsel delivered to the Trustee and the Trust Administrator, adversely
affect in any material respect the interests of any Certificateholder. No
amendment shall be deemed to adversely affect in any material respect the
interests of any Certificateholder who shall have consented thereto, and no
Opinion of Counsel shall be required to address the effect of any such amendment
on any such consenting Certificateholder.
This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate
Registrar, the Authenticating Agent and the Trust Administrator with the consent
of the Holders of Certificates entitled to at least 66% of the Voting Rights for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Holders of Certificates; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner, other than as described in (i), without the
consent of the Holders of Certificates of such Class evidencing at least 66% of
the Voting Rights allocated to such Class, or (iii) modify the consents required
by the immediately preceding clauses (i) and (ii) without the consent of the
Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the Master Servicer or any Affiliate thereof shall be entitled
to Voting Rights with respect to matters affecting such Certificates.
Notwithstanding any contrary provision of this Agreement, the
Trust Administrator shall not consent to any amendment to this Agreement unless
it shall have first received an Opinion of Counsel to the effect that such
amendment will not result in the imposition of any tax on any Trust REMIC
pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as
a REMIC at any time that any Certificates are outstanding.
Prior to executing any amendment pursuant to this Section, the
Trust Administrator shall be entitled to receive an Opinion of Counsel (provided
by the Person requesting such amendment) to the effect that such amendment is
authorized or permitted by this Agreement.
Promptly after the execution of any such amendment the Trust
Administrator shall furnish a copy of such amendment to each Certificateholder.
It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trust Administrator may prescribe.
The cost of any Opinion of Counsel to be delivered pursuant to
this Section 11.01 shall be borne by the Person seeking the related amendment,
but in no event shall such Opinion of Counsel be an expense of the Trustee or
the Trust Administrator.
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Notwithstanding the foregoing, each of the Trustee, the Paying
Agent, the Certificate Registrar, the Authenticating Agent and Trust
Administrator may, but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.
SECTION 11.02 Recordation of Agreement; Counterparts.
To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Certificateholders, but
only upon direction of Certificateholders accompanied by an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
SECTION 11.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of any of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless (i)
such Holder previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and (ii) the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more
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Holders of Certificates shall have any right in any manner whatsoever by virtue
of any provision of this Agreement to affect, disturb or prejudice the rights of
the Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.
SECTION 11.04 Governing Law.
This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
SECTION 11.05 Notices.
All directions, demands and notices hereunder shall be sent
(i) via facsimile (with confirmation of receipt) or (ii) in writing and shall be
deemed to have been duly given when received if personally delivered at or
mailed by first class mail, postage prepaid, or by express delivery service or
delivered in any other manner specified herein, to (a) in the case of the
Depositor, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage
Finance Group (telecopy number (000) 000-0000), or such other address or
telecopy number as may hereafter be furnished to the Master Servicer, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent and the Trustee in writing by the Depositor, (b) in the case of the Master
Servicer, Master Servicing Division, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX
00000, Attention: Compliance Manager (telecopy number 972-770-3705) (with a copy
to, 0000 Xxxxxxxxxx Xxxxx, X'Xxxxxx, XX 00000, Attention: Chief Legal Counsel
(telecopy number 636-261-6518)) or such other address or telecopy number as may
hereafter be furnished to the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar, the Authenticating Agent and the Depositor in
writing by the Master Servicer, (c) in the case of the Trust Administrator, 0000
Xxxxxxxxxx Xxxxx, X.X. 000, X'Xxxxxx, Xxxxxxxx 00000, Attention: Mortgage
Finance (telecopy number (000) 000-0000), or such other address or telecopy
number as may hereafter be furnished to the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar, the Authenticating Agent and the
Depositor in writing by the Master Servicer (d) in the case of the Paying Agent,
the Authenticating Agent and the Certificate Registrar, 000 Xxxxxxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Citibank Agency & Trust, CMLTI
2005-1, (telephone number (000) 000-0000), or such other address or telecopy
number as may hereafter be furnished to the Master Servicer, the Depositor, the
Trust Administrator and the Trustee in writing by the Paying Agent, the
Certificate Registrar or the Authenticating Agent and (e) in the case of the
Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services (telecopy number (617)
603-6638), or such other address or telecopy number as may hereafter be
furnished to the Master Servicer, the Trust Administrator, the Paying Agent, the
Certificate Registrar, the Authenticating Agent and the Depositor in writing by
the Trustee. Any notice required or permitted to be given to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly
159
given when mailed, whether or not the Certificateholder receives such notice. A
copy of any notice required to be telecopied hereunder also shall be mailed to
the appropriate party in the manner set forth above.
SECTION 11.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.07 Notice to Rating Agencies.
The Trust Administrator shall use its best efforts promptly to
provide notice to the Rating Agencies, and each of the Master Servicer and the
Paying Agent shall use its best efforts promptly to provide notice to the Trust
Administrator, with respect to each of the following of which the Trust
Administrator, the Master Servicer or the Paying Agent, as applicable, has
actual knowledge:
1. Any material change or amendment to this
Agreement;
2. The occurrence of any Master Servicer Event of
Default that has not been cured or waived;
3. The resignation or termination of the Master
Servicer, the Trust Administrator, the Paying Agent, the
Certificate Registrar, the Authenticating Agent or the
Trustee;
4. The repurchase or substitution of Mortgage Loans
pursuant to or as contemplated by Section 2.03;
5. The final payment to the Holders of any Class of
Certificates;
6. Any change in the location of the Collection
Account or the Distribution Account;
7. Any event that would result in the inability of
the Trustee, were it to succeed as Master Servicer, to make
advances regarding delinquent Mortgage Loans; and
8. The filing of any claim under the Master
Servicer's blanket bond and errors and omissions insurance
policy required by Section 3.14 or the cancellation or
material modification of coverage under any such instrument.
In addition, the Trust Administrator shall make available to
the Rating Agencies copies of each report to Certificateholders described in
Section 4.02 and the Master Servicer, as
160
required pursuant to Section 3.20 and Section 3.21, shall promptly furnish to
the Rating Agencies copies of the following:
1. Each annual statement as to compliance described
in Section 3.20; and
2. Each annual independent public accountants'
servicing report described in Section 3.21.
Any such notice pursuant to this Section 11.07 shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, or by express delivery service
to Standard & Poor's Ratings Services, a division of the XxXxxx-Xxxx Companies,
Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; to Xxxxx'x Investors Services,
00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; and to Fitch Ratings, Xxx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other addresses as the Rating
Agencies may designate in writing to the parties hereto.
SECTION 11.08 Article and Section References.
All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.
SECTION 11.09 Grant of Security Interest.
It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Depositor to the Trustee be, and be
construed as, a sale of the Mortgage Loans by the Depositor and not a pledge of
the Mortgage Loans by the Depositor to secure a debt or other obligation of the
Depositor. However, in the event that, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Depositor,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt
or other obligation of the Depositor and (b)(1) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
Uniform Commercial Code as in effect from time to time in the State of New York;
(2) the conveyance provided for in Section 2.01 hereof shall be deemed to be a
grant by the Depositor to the Trustee of a security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and all
amounts payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Collection Account and the Distribution Account,
whether in the form of cash, instruments, securities or other property; (3) the
obligations secured by such security agreement shall be deemed to be all of the
Depositor's obligations under this Agreement, including the obligation to
provide to the Certificateholders the benefits of this Agreement relating to the
Mortgage Loans and the Trust Fund; and (4) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable
161
law. Accordingly, the Depositor hereby grants to the Trustee a security interest
in the Mortgage Loans and all other property described in clause (2) of the
preceding sentence, for the purpose of securing to the Trustee the performance
by the Depositor of the obligations described in clause (3) of the preceding
sentence. Notwithstanding the foregoing, the parties hereto intend the
conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
sale of the Mortgage Loans and assets constituting the Trust Fund by the
Depositor to the Trustee.
162
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate
Registrar and the Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized, in each case as of the day and
year first above written.
CITIGROUP MORTGAGE LOAN TRUST INC.,
as Depositor
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
CITIMORTGAGE, INC.,
as Master Servicer and Trust Administrator
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
CITIBANK, N.A.,
as Paying Agent, Certificate Registrar and
Authenticating Agent
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
U.S. BANK NATIONAL
ASSOCIATION, not in its
individual capacity but
solely as Trustee
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of March 2005, before me, a notary public in
and for said State, personally appeared ___________________, known to me to be
an ______________________ of Citigroup Mortgage Loan Trust Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________________
Notary Public
[Notarial Seal]
STATE OF ____________)
)ss.:
COUNTY OF ___________)
On the ____ day of March 2005, before me, a notary public in
and for said State, personally appeared ______________, known to me to be a
________________ of CitiMortgage, Inc., one of the corporations that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________________
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of March 2005, before me, a notary public in
and for said State, personally appeared _____________________, known to me to be
an ____________________ of Citibank, N.A., one of the corporations that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________________
Notary Public
[Notarial Seal]
STATE OF ____________)
)ss.:
COUNTY OF ___________)
On the ____ day of March 2005, before me, a notary public in
and for said State, personally appeared ____________________, known to me to be
a ____________________ of U.S. Bank National Association, one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________________
Notary Public
[Notarial Seal]
EXHIBIT A-1
FORM OF CLASS I-A1A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
I-A1A Certificates as of the Issue
Pass-Through Rate: Variable Date: $74,845,000
Cut-off Date and date of Pooling and Servicing Agreement: Denomination: $74,845,000
March 1, 2005
Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005
Trust Administrator: CitiMortgage, Inc.
No. 1
Certificate Registrar, Paying Agent and
Authenticating Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 6
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-1-1
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class I-A1A Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class I-A1A Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class I-A1A Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
A-1-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust
A-1-3
Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-1-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-1-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-1-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
X-0-0
XXXXXXX X-0
FORM OF CLASS I-A1B CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
Series 2005-1 Initial Notional Amount of the Class I-A1B
Certificates as of the Issue Date: $6,340,000
Pass-Through Rate: Variable
Denomination: $6,340,000
Cut-off Date and date of Pooling and Servicing Agreement:
March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 4
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE
A-2-1
AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class I-A1B Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class I-A1B Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class I-A1B Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice
A-2-2
by the Paying Agent of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
A-2-3
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-2-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-2-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-2-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
X-0-0
XXXXXXX X-0
FORM OF CLASS I-B1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
I-B1 Certificates as of the Issue
Pass-Through Rate: Variable Date: $3,082,000
Denomination: $3,082,000
Cut-off Date and date of Pooling and Servicing Agreement:
March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005
Trust Administrator: CitiMortgage, Inc.
No.1
Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 2
A-3-1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class I-B1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class I-B1 Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class I-B1 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying
A-3-2
Agent in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Paying Agent of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Paying
Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
A-3-3
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-3-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-3-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-3-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
X-0-0
XXXXXXX X-0
FORM OF CLASS I-B2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE
CLASS I-B1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
I-B2 Certificates as of the Issue
Pass-Through Rate: Variable Date: $1,145,000
Cut-off Date and date of Pooling and Denomination: $1,145,000
Servicing Agreement: March 1, 2005
Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005
Trust Administrator: CitiMortgage, Inc.
No.1
Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 7
A-4-1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class I-B2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class I-B2 Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer,
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class I-B2 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying
A-4-2
Agent in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Paying Agent of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Paying
Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
A-4-3
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-4-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-4-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-4-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
X-0-0
XXXXXXX X-0
FORM OF CLASS I-B3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
I-B1 CERTIFICATES AND THE CLASS I-B2 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
I-B3 Certificates as of the Issue
Pass-Through Rate: Variable Date: $792,000
Cut-off Date and date of Pooling and Servicing Agreement: Denomination: $792,000
March 1, 2005
Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005
Trust Administrator: CitiMortgage, Inc.
No.1
Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 5
A-5-1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class I-B3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class I-B3 Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class I-B3 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying
A-5-2
Agent in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Paying Agent of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Paying
Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
A-5-3
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-5-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-5-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-5-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
X-0-0
XXXXXXX X-0
FORM OF CLASS I-B4 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
I-B1 CERTIFICATES, THE CLASS I-B2 CERTIFICATES AND THE CLASS I-B3
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
I-B4 Certificates as of the Issue
Pass-Through Rate: Variable Date: $793,000
Cut-off Date and date of Pooling and Servicing Agreement: Denomination: $793,000
March 1, 2005
Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005
Trust Administrator: CitiMortgage, Inc.
No. 1
Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
A-6-1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
I-B4 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class I-B4 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class I-B4 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds
A-6-2
to the account of the Person entitled thereto if such Person shall have so
notified the Paying Agent in writing at least five Business Days prior to the
Record Date immediately prior to such Distribution Date or otherwise by check
mailed by first class mail to the address of the Person entitled thereto, as
such name and address shall appear on the Certificate Register. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Paying Agent of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No
A-6-3
service charge will be made for any such registration of transfer or exchange of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Certificate Registrar shall require receipt
of (i) if such transfer is purportedly being made in reliance upon Rule 144A
under the 1933 Act, written certifications from the Holder of the Certificate
desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator, the Certificate Registrar, the Paying Agent, the
Authenticating Agent or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor or
the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar,
the Paying Agent, the Authenticating Agent and the Master Servicer against any
A-6-4
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-6-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-6-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-6-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
X-0-0
XXXXXXX X-0
FORM OF CLASS I-B5 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
I-B1 CERTIFICATES, THE CLASS I-B2 CERTIFICATES, THE CLASS I-B3
CERTIFICATES AND THE CLASS I-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
I-B5 Certificates as of the Issue Date: $616,000
Pass-Through Rate: Variable
Denomination: $616,000
Cut-off Date and date of Pooling and Servicing Agreement:
March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
A-7-1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
I-B4 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class I-B4 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class I-B4 Certificates on such Distribution
Date pursuant to the Agreement.
A-7-2
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., and the Trustee with the consent of the Holders
of Certificates entitled to at least 66% of the Voting Rights. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are
A-7-3
exchangeable for new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same. No service charge will be made for any such registration
of transfer or exchange of Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Certificate Registrar shall require receipt
of (i) if such transfer is purportedly being made in reliance upon Rule 144A
under the 1933 Act, written certifications from the Holder of the Certificate
desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator, the Certificate Registrar, the Paying Agent, the
Authenticating Agent or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor or
the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be
A-7-4
required to indemnify the Trustee, the Depositor, the Trust Administrator, the
Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-7-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-7-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-7-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
X-0-0
XXXXXXX X-0
FORM OF CLASS I-B6 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
I-B1 CERTIFICATES, THE CLASS I-B2 CERTIFICATES, THE CLASS I-B3
CERTIFICATES, THE CLASS I-B4 CERTIFICATES AND THE CLASS I-B5
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
I-B6 Certificates as of the Issue
Pass-Through Rate: Variable Date: $440,875.71
Cut-off Date and date of Pooling and Servicing Agreement: Denomination: $440,875.71
March 1, 2005
Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005
Trust Administrator: CitiMortgage, Inc.
No. 1
Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
A-8-1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
I-B6 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class I-B6 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class I-B6 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds
A-8-2
to the account of the Person entitled thereto if such Person shall have so
notified the Paying Agent in writing at least five Business Days prior to the
Record Date immediately prior to such Distribution Date or otherwise by check
mailed by first class mail to the address of the Person entitled thereto, as
such name and address shall appear on the Certificate Register. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Paying Agent of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., and the Trustee with the consent of the Holders
of Certificates entitled to at least 66% of the Voting Rights. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but
A-8-3
the Certificate Registrar may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Certificate Registrar shall require receipt
of (i) if such transfer is purportedly being made in reliance upon Rule 144A
under the 1933 Act, written certifications from the Holder of the Certificate
desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator, the Certificate Registrar, the Paying Agent, the
Authenticating Agent or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor or
the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar,
the Paying Agent, the Authenticating Agent and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
A-8-4
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-8-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-8-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-8-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
X-0-0
XXXXXXX X-0
FORM OF CLASS I-R CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OTHER
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE
TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT
FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION
IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A
A-9-1
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION,
SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION
5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY
PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
I-R Certificates as of the Issue Date:
Pass-Through Rate: Variable $100.00
Cut-off Date and date of Pooling and Servicing Agreement: Denomination: $100.00
March 1, 2005
Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005
Trust Administrator: CitiMortgage, Inc.
No.1
Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 3
A-9-2
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE,
THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets, Inc. is the
registered owner of the Percentage Interest evidenced by this Certificate
specified above in that certain beneficial ownership interest evidenced by all
the Class I-R Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Master Servicer, the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class I-R Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
A-9-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A. and the Trustee and the rights of the Certificateholders, under
the Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
A-9-4
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Certificate Registrar (i) an affidavit to the effect that such transferee is any
Person other than a Disqualified Organization or the agent (including a broker,
nominee or middleman) of a Disqualified Organization, and (ii) a certificate
that acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a PRO RATA share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause any Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
A-9-5
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-9-6
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-9-7
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-9-8
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-9-9
EXHIBIT A-10
FORM OF CLASS II-A1A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
II-A1A Certificates as of the Issue
Pass-Through Rate: Variable Date: $88,007,000
Denomination: $88,007,000
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE
A-10-1
AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class II-A1A Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class II-A1A Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class II-A1A Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice
A-10-2
by the Paying Agent of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
A-10-3
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-10-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-10-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-10-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-10-7
EXHIBIT A-11
FORM OF CLASS II-AIB CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the
Class II-AIB Certificates as of the Issue
Pass-Through Rate: Variable Date: $4,645,000
Cut-off Date and date of Pooling and Denomination: $4,645,000
Servicing Agreement: March 1, 2005
Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and
Authenticating Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 9
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE
A-11-1
AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class II-AIB Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class II-AIB Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class II-AIB Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice
A-11-2
by the Paying Agent of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
A-11-3
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-11-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:_____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:_____________________________________
Authorized Officer
A-11-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-11-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-11-7
EXHIBIT A-12
FORM OF CLASS II-A2A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE AGREEMENT.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
II-A2A Certificates as of the Issue Date: $66,749,000
Pass-Through Rate: Variable
Denomination: $66,749,000
Cut-off Date and date of Pooling and Servicing
Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and
Authenticating Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 6
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE
A-12-1
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class II-A2A Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class II-A2A Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class II-A2A Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
A-12-2
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Paying Agent of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Paying Agent for that purpose as provided in the
Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the
A-12-3
same aggregate Percentage Interest, as requested by the Holder surrendering the
same. No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-12-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-12-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-12-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-12-7
EXHIBIT A-13
FORM OF CLASS II-A2B CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
II-A2B Certificates as of the Issue Date: $3,523,000
Pass-Through Rate: Variable
Denomination: $3,523,000
Cut-off Date and date of Pooling and Servicing
Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and
Authenticating Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 4
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-13-1
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the II-A2B Certificates as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class II-A2B Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class II-A2B Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
A-13-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust
A-13-3
Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-13-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-13-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-13-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-13-7
EXHIBIT A-14
FORM OF CLASS II-B1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE AGREEMENT.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
II-B1 Certificates as of the Issue Date: $3,697,000
Pass-Through Rate: Variable
Denomination: $3,697,000
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
A-14-1
CUSIP: 00000XXX 2
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class II-B1 Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class II-B1 Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class II-B1 Certificates on such
Distribution Date pursuant to the Agreement.
A-14-2
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using
A-14-3
"Plan Assets" to acquire this Certificate shall be made except in accordance
with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-14-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-14-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-14-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-14-7
EXHIBIT A-15
FORM OF CLASS II-B2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, AND THE
CLASS II-B1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE AGREEMENT.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
II-B2 Certificates as of the Issue Date: $1,805,000
Pass-Through Rate: Variable
Denomination: $1,805,000
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
A-15-1
Issue Date: March 31, 2005
CUSIP: 00000XXX 0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class II-B2 Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class II-B2 Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class II-B2 Certificates on such
Distribution Date pursuant to the Agreement.
A-15-2
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using
A-15-3
"Plan Assets" to acquire this Certificate shall be made except in accordance
with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-15-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:___________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:___________________________________
Authorized Officer
A-15-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-15-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-15-7
EXHIBIT A-16
FORM OF CLASS II-B3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
II-B1 CERTIFICATES AND THE CLASS II-B2 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE AGREEMENT.
Series 2005-HBY2 Aggregate Certificate Principal Balance of the Class
II-B3 Certificates as of the Issue Date: $1,204,000
Pass-Through Rate: Variable
Denomination: $1,204,000
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
A-16-1
Issue Date: March 31, 2005
CUSIP: 00000XXX 8
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class II-B3 Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class II-B3 Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class II-B3 Certificates on such
Distribution Date pursuant to the Agreement.
A-16-2
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using
A-16-3
"Plan Assets" to acquire this Certificate shall be made except in accordance
with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-16-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-16-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-16-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-16-7
EXHIBIT A-17
FORM OF CLASS II-B4 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
II-B1 CERTIFICATES, THE CLASS II-B2 CERTIFICATES AND THE CLASS II-B3
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
II-B4 Certificates as of the Issue Date: $946,000
Pass-Through Rate: Variable
Denomination: $946,000
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
A-17-1
Issue Date: March 31, 2005
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
II-B4 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class II-B4 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class II-B4 Certificates on such
Distribution Date pursuant to the Agreement.
A-17-2
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are
A-17-3
exchangeable for new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same. No service charge will be made for any such registration
of transfer or exchange of Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Certificate Registrar shall require receipt
of (i) if such transfer is purportedly being made in reliance upon Rule 144A
under the 1933 Act, written certifications from the Holder of the Certificate
desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator, the Certificate Registrar, the Paying Agent, the
Authenticating Agent or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor or
the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be
A-17-4
required to indemnify the Trustee, the Depositor, the Trust Administrator, the
Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-17-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-17-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-17-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-17-8
EXHIBIT A-18
FORM OF CLASS II-B5 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
II-B1 CERTIFICATES, THE CLASS II-B2 CERTIFICATES, THE CLASS II-B3
CERTIFICATES AND THE CLASS II-B4 CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
II-B5 Certificates as of the Issue Date: $859,000
Pass-Through Rate: Variable
Denomination: $859,000
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
A-18-1
Issue Date: March 31, 2005
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
II-B5 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class II-B5 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class II-B5 Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds
A-18-2
to the account of the Person entitled thereto if such Person shall have so
notified the Paying Agent in writing at least five Business Days prior to the
Record Date immediately prior to such Distribution Date or otherwise by check
mailed by first class mail to the address of the Person entitled thereto, as
such name and address shall appear on the Certificate Register. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Paying Agent of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No
A-18-3
service charge will be made for any such registration of transfer or exchange of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Certificate Registrar shall require receipt
of (i) if such transfer is purportedly being made in reliance upon Rule 144A
under the 1933 Act, written certifications from the Holder of the Certificate
desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator, the Certificate Registrar, the Paying Agent, the
Authenticating Agent or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor or
the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar,
the Paying Agent, the Authenticating Agent and the Master Servicer against any
A-18-4
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-18-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-18-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-18-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-18-8
EXHIBIT A-19
FORM OF CLASS II-B6 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
II-B1 CERTIFICATES, THE CLASS II-B2 CERTIFICATES, THE CLASS II-B3
CERTIFICATES, THE CLASS II-B4 CERTIFICATES AND THE CLASS II-B5
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
II-B6 Certificates as of the Issue Date: $516,643.56
Pass-Through Rate: Variable
Denomination: $516,643.56
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
A-19-1
Issue Date: March 31, 2005
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
II-B6 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class II-B6 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class II-B6 Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds
A-19-2
to the account of the Person entitled thereto if such Person shall have so
notified the Paying Agent in writing at least five Business Days prior to the
Record Date immediately prior to such Distribution Date or otherwise by check
mailed by first class mail to the address of the Person entitled thereto, as
such name and address shall appear on the Certificate Register. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Paying Agent of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No
A-19-3
service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Certificate Registrar shall require receipt
of (i) if such transfer is purportedly being made in reliance upon Rule 144A
under the 1933 Act, written certifications from the Holder of the Certificate
desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator, the Certificate Registrar, the Paying Agent, the
Authenticating Agent or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor or
the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar,
the Paying Agent, the Authenticating Agent and the Master Servicer against any
A-19-4
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-19-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-19-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-19-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-19-8
EXHIBIT A-20
FORM OF CLASS II-R CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OTHER
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE
TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT
FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION
IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A
A-20-1
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION,
SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION
5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY
PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
II-R Certificates as of the Issue Date: $100.00
Pass-Through Rate: Variable
Denomination: $100.00
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 5
A-20-2
EXHIBIT A-21
FORM OF MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE,
THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets, Inc. is the
registered owner of the Percentage Interest evidenced by this Certificate
specified above in that certain beneficial ownership interest evidenced by all
the Class II-R Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Master Servicer, the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class II-R Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and
A-20-3
surrender of this Certificate at the office or agency appointed by the Paying
Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A. and the Trustee and the rights of the Certificateholders, under
the Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but
A-20-4
the Certificate Registrar may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Certificate Registrar (i) an affidavit to the effect that such transferee is any
Person other than a Disqualified Organization or the agent (including a broker,
nominee or middleman) of a Disqualified Organization, and (ii) a certificate
that acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a PRO RATA share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause any Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
A-20-5
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-20-6
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-20-7
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-20-8
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-20-9
EXHIBIT A-21
FORM OF CLASS III-A1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
III-A1 Certificates as of the Issue Date: $68,774,000
Pass-Through Rate: 6.500%
Denomination: $68,774,000
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 9
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE
A-21-1
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class III-A1 Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class III-A1 Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, Trust Administrator, Citibank, N.A. and the Trustee, a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class III-A1 Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
A-21-2
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Paying Agent of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Paying Agent for that purpose as provided in the
Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
A-21-3
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-21-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-21-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-21-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-21-7
EXHIBIT A-22
FORM OF CLASS III-A2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
III-A2 Certificates as of the Issue Date: $17,930,000
Pass-Through Rate: 7.500%
Denomination: $17,930,000
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and
Authenticating Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 7
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-22-1
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class III-A2 Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class III-A2 Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class III-A2 Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
A-22-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust
A-22-3
Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-22-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-22-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-22-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-22-7
EXHIBIT A-23
FORM OF CLASS III-XS CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
Series 2005-1 Notional Balance of the Class III-XS
Certificates as of the Issue Date: Variable
Pass-Through Rate: 7.500%
Master Servicer: CitiMortgage, Inc.
Cut-off Date and date of Pooling and Servicing
Agreement: March 1, 2005 Trust Administrator: CitiMortgage, Inc.
First Distribution Date: April 2005 Certificate Registrar, Paying Agent and
Authenticating Agent: Citibank, N.A.
No. 1
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 3
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY VARY
FROM THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
A-23-1
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class III-XS Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class III-XS Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class III-XS Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
A-23-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust
A-23-3
Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-23-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-23-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-23-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-23-7
EXHIBIT A-24
FORM OF CLASS III-PO CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the
Class III-PO Certificates as of the Issue Date:
Pass-Through Rate: None $707,943
Cut-off Date and date of Pooling Denomination: $707,943
and Servicing Agreement: March 1, 2005
Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005
Trust Administrator: CitiMortgage, Inc.
No. 1
Certificate Registrar, Paying Agent and
Authenticating Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 5
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
A-24-1
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class III-PO Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class III-PO Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class III-PO Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
A-24-2
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust
A-24-3
Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-24-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-24-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-24-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-24-7
EXHIBIT A-25
FORM OF CLASS III-B1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
III-B1 Certificates as of the Issue Date: $445,000
Pass-Through Rate: Variable
Denomination: $445,000
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 1
A-25-1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class III-B1 Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class III-B1 Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class III-B1 Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying
A-25-2
Agent in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Paying Agent of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Paying
Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
A-25-3
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-25-4
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-25-5
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-25-6
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-25-7
EXHIBIT A-26
FORM OF CLASS III-B2 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE
CLASS III-B1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
III-B2 Certificates as of the Issue Date: $1,112,703.45
Pass-Through Rate: Variable
Denomination: $1,112,703.45
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No. 1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
A-26-1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST
ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
III-B2 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class III-B2 Certificates in the Trust Fund
created pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), among Citigroup Mortgage Loan Trust Inc. (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement),
the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class III-B2 Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds
A-26-2
to the account of the Person entitled thereto if such Person shall have so
notified the Paying Agent in writing at least five Business Days prior to the
Record Date immediately prior to such Distribution Date or otherwise by check
mailed by first class mail to the address of the Person entitled thereto, as
such name and address shall appear on the Certificate Register. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Paying Agent of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Paying Agent for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the
Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No
A-26-3
service charge will be made for any such registration of transfer or exchange of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 1% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Certificate Registrar shall require receipt
of (i) if such transfer is purportedly being made in reliance upon Rule 144A
under the 1933 Act, written certifications from the Holder of the Certificate
desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator, the Certificate Registrar, the Paying Agent, the
Authenticating Agent or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor or
the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar,
the Paying Agent, the Authenticating Agent and the Master Servicer against any
A-26-4
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any person using Plan Assets to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-26-5
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
A-26-6
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-26-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-26-8
EXHIBIT A-27
FORM OF CLASS III-R CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OTHER
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE
TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT
FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION
IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A
A-27-1
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION,
SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION
5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY
PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
Series 0000-0 Xxxxxxxxx Certificate Principal Balance of the Class
III-R Certificates as of the Issue Date: $100.00
Pass-Through Rate: Variable
Denomination: $100.00
Cut-off Date and date of Pooling and
Servicing Agreement: March 1, 2005 Master Servicer: CitiMortgage, Inc.
First Distribution Date: April 2005 Trust Administrator: CitiMortgage, Inc.
No.1 Certificate Registrar, Paying Agent and Authenticating
Agent: Citibank, N.A.
Trustee: U.S. Bank National Association
Issue Date: March 31, 2005
CUSIP: 00000XXX 8
A-27-2
MORTGAGE PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by
CITIGROUP MORTGAGE LOAN TRUST INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE,
THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Citigroup Global Markets, Inc. is the
registered owner of the Percentage Interest evidenced by this Certificate
specified above in that certain beneficial ownership interest evidenced by all
the Class III-R Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Master Servicer, the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class III-R Certificates on such
Distribution Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Paying Agent by wire transfer
in immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Paying Agent in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date or otherwise by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Paying Agent for that purpose as
provided in the Agreement.
A-27-3
This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified above in the Class of Certificates to which
this Certificate belongs.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A. and the Trustee and the rights of the Certificateholders, under
the Agreement at any time by the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Certificate Registrar as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.
The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
A-27-4
Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Certificate Registrar (i) an affidavit to the effect that such transferee is any
Person other than a Disqualified Organization or the agent (including a broker,
nominee or middleman) of a Disqualified Organization, and (ii) a certificate
that acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a PRO RATA share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause any Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer,
the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trust Administrator,
Citibank, N.A., the Trustee nor any such agent shall be affected by notice to
the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the Trust Fund and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the Trust Fund
of all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all the Mortgage Loans and all
property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.
A-27-5
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
A-27-6
IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be
duly executed.
Dated: March___, 2005
CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent
By:____________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned
Agreement.
CITIGROUP MORTGAGE LOAN TRUST INC.,
MORTGAGE PASS THROUGH CERTIFICATES,
SERIES 0000-0
XXXXXXXX, N.A., not in its individual
capacity, but solely as Authenticating
Agent
By:____________________________________
Authorized Officer
<
A-27-7
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right
if survivorship and not as _______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
A-27-8
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _______________________________, account number
______________________________, or, if mailed by check, to
___________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.
A-27-9
EXHIBIT B
---------
[Reserved]
B-1
EXHIBIT C
---------
[RESERVED]
C-1
EXHIBIT D
---------
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
D-1
MORTGAGE LOAN PURCHASE AGREEMENT
This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated March 30, 2005, between Citigroup Mortgage Loan Trust Inc., a Delaware
corporation (the "Purchaser") and Citigroup Global Markets Realty Corp., a New
York corporation (the "Seller").
Preliminary Statement
---------------------
The Seller intends to sell the Mortgage Loans (as hereinafter
defined) to the Purchaser on the terms and subject to the conditions set forth
in this Agreement. The Purchaser intends to deposit the Mortgage Loans into a
mortgage pool comprising the trust fund. The trust fund will be evidenced by a
single series of mortgage pass-through certificates designated as Series 2005-1
(the "Certificates"). The Certificates will consist of 27 classes of
certificates. The Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of March 1, 2005 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, CitiMortgage, Inc. as master
servicer (in such capacity, the "Master Servicer") and as trust administrator
(in such capacity, the "Trust Administrator") Citibank, N.A. as paying agent,
certificate registrar and authenticating agent and U.S. Bank Trust National
Association as trustee (the "Trustee"). Capitalized terms used but not defined
herein shall have the meanings set forth in the Pooling and Servicing Agreement.
The parties hereto agree as follows:
SECTION 1. AGREEMENT TO PURCHASE. The Seller agrees to sell,
and the Purchaser agrees to purchase, on or before March 31, 2005 (the "Closing
Date"), certain adjustable-rate, conventional residential mortgage loans (the
"Mortgage Loans") originated by Countrywide Home Loans, Inc. ("Countrywide"),
Quicken Loans Inc. ("Quicken") MortgageIT, Inc. ("MortgageIT") and Xxxxx Fargo
Bank, N.A. ("Xxxxx Fargo") (each, an "Originator", and collectively, the
"Originators"), having an aggregate principal balance as of the close of
business on March 1, 2005 (the "Cut-off Date") of $348,975,466 (the "Closing
Balance"), after giving effect to all payments due on the Mortgage Loans on or
before the Cut-off Date, whether or not received.
SECTION 2. MORTGAGE LOAN SCHEDULE. The Purchaser and the
Seller have agreed upon which of the mortgage loans owned by the Seller are to
be purchased by the Purchaser pursuant to this Agreement and the Seller will
prepare or cause to be prepared on or prior to the Closing Date a final schedule
(the "Closing Schedule") that together shall describe such Mortgage Loans and
set forth all of the Mortgage Loans to be purchased under this Agreement. The
Closing Schedule will conform to the requirements set forth in this Agreement
and to the definition of "Mortgage Loan Schedule" under the Pooling and
Servicing Agreement. The Closing Schedule shall be used as the Mortgage Loan
Schedule under the Pooling and Servicing Agreement and shall be prepared by the
Seller based on information provided by the Originators.
SECTION 3. CONSIDERATION.
(a) In consideration for the Mortgage Loans to be
purchased hereunder, the Purchaser shall, as described in Section 7, pay to or
upon the order of the Seller in immediately
available funds an amount (the "Mortgage Loan Purchase Price") equal to the net
sale proceeds of the Certificates, plus accrued interest.
(b) The Purchaser or any assignee, transferee or designee
of the Purchaser shall be entitled to all scheduled payments of principal due
after the Cut-off Date, all other payments of principal due and collected after
the Cut-off Date, and all payments of interest on the Mortgage Loans allocable
to the period after the Cut-off Date. All scheduled payments of principal and
interest due on or before the Cut-off Date and collected after the Cut-off Date
shall belong to the Seller.
(c) Pursuant to the Pooling and Servicing Agreement, the
Purchaser will assign all of its right, title and interest in and to the
Mortgage Loans, together with its rights under this Agreement, to the Trustee
for the benefit of the related Certificateholders.
SECTION 4. TRANSFER OF THE MORTGAGE LOANS.
(a) POSSESSION OF MORTGAGE FILES. The Seller does hereby
sell, transfer, assign, set over and convey to the Purchaser, without recourse
but subject to the terms of this Agreement, all of its right, title and interest
in, to and under the Mortgage Loans. The contents of each Mortgage File not
delivered to the Purchaser or to any assignee, transferee or designee of the
Purchaser on or prior to the Closing Date are and shall be held in trust by the
Seller for the benefit of the Purchaser or any assignee, transferee or designee
of the Purchaser. Upon the sale of the Mortgage Loans, the ownership of each
Mortgage Note, the related Mortgage and the other contents of the related
Mortgage File is vested in the Purchaser and the ownership of all records and
documents with respect to the related Mortgage Loan prepared by or that come
into the possession of the Seller on or after the Closing Date shall immediately
vest in the Purchaser and shall be delivered immediately to the Purchaser or as
otherwise directed by the Purchaser.
(b) DELIVERY OF MORTGAGE LOAN DOCUMENTS. The Seller will,
on or prior to the Closing Date, deliver or cause to be delivered to the
Purchaser or any assignee, transferee or designee of the Purchaser each of the
following documents for each Mortgage Loan:
(i) the original Mortgage Note, endorsed in one
of the following forms: (i) in the name of the Trustee or (ii)
in blank, in each case, with all prior and intervening
endorsements showing a complete chain of endorsement from the
originator to the Person so endorsing to the Trustee;
(ii) the original Mortgage with evidence of
recording thereon;
(iii) an original Assignment of the Mortgage in
recordable form in blank or to the Trustee;
(iv) the original recorded Assignment or
Assignments of the Mortgage showing a complete chain of
assignment from the originator to the Person assigning the
Mortgage in blank or to the Trustee as contemplated by the
immediately preceding clause (iii);
2
(v) the original of or a copy of each related
assumption, modification, consolidation or extension
agreement, with evidence of recording thereon, if any;
(vi) with respect to any Mortgage Loan listed on
the Mortgage Loan Schedule as subject to a Primary Mortgage
Insurance Policy, the original Primary Mortgage Insurance
Policy or certificate;
(vii) the original mortgagee title insurance
policy or an attorney's opinion of title where customary; and
(viii) any of the following that are in the
possession of the Seller or a document custodian on its
behalf: (A) the original of or a copy of any security
agreement, chattel mortgage or equivalent document executed in
connection with the Mortgage or (B) the original of or a copy
of any power of attorney, if applicable.
With respect to a maximum of approximately 5.00% of the
Original Mortgage Loans, by outstanding principal balance of the Original
Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to
in Section 4(b)(i) above cannot be located, the obligations of the Seller to
deliver such documents shall be deemed to be satisfied upon delivery to the
Trust Administrator (as designee of the Purchaser) of a photocopy of such
Mortgage Note, if available, with a lost note affidavit. If any of the original
Mortgage Notes for which a lost note affidavit was delivered to the Trust
Administrator is subsequently located, such original Mortgage Note shall be
delivered to the Trust Administrator within three Business Days.
If any of the documents referred to in Sections 4(b)(ii),
(iii) or (iv) above has as of the Closing Date been submitted for recording but
either (x) has not been returned from the applicable public recording office or
(y) has been lost or such public recording office has retained the original of
such document, the obligations of the Seller to deliver such documents shall be
deemed to be satisfied upon (1) delivery to the Trust Administrator of a copy of
each such document certified by the Originator in the case of (x) above or the
applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is certified by the Originator, delivery to the Trust Administrator
promptly upon receipt thereof of either the original or a copy of such document
certified by the applicable public recording office to be a true and complete
copy of the original.
To the extent not already recorded, the Trust Administrator,
at the expense of the Seller shall pursuant to the Pooling and Servicing
Agreement promptly (and in no event later than three months following the later
of the Closing Date and the date of receipt by the Trust Administrator of the
recording information for a Mortgage) submit or cause to be submitted for
recording, at no expense to the Trust Estate or the Trust Administrator, in the
appropriate public office for real property records, each Assignment delivered
to it pursuant to Sections 4(b)(iii) and (iv) above. In the event that any such
Assignment is lost or returned unrecorded because of a defect therein, the Trust
Administrator, at the expense of the Seller, shall promptly prepare or cause to
be prepared a substitute Assignment or cure or cause to be cured such defect, as
the case may be, and thereafter cause each such Assignment to be duly recorded.
Notwithstanding the foregoing, but without limiting the requirement that such
Assignments be in recordable form,
3
neither the Trust Administrator nor the Trustee shall be required to submit or
cause to be submitted for recording each Assignment delivered to it pursuant to
Sections 4(b)(iii) and (iv) if such recordation shall not, as of the Closing
Date, be required by the Rating Agencies, as a condition to their assignment on
the Closing Date of their initial ratings to the Certificates, as evidenced by
the delivery by the Rating Agencies of their ratings letters on the Closing
Date.
The Seller shall deliver or cause to be delivered to the Trust
Administrator promptly upon receipt thereof any other original documents
constituting a part of a Mortgage File received with respect to any Mortgage
Loan, including, but not limited to, any original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan.
All original documents relating to the Mortgage Loans that are
not delivered to the Trust Administrator are and shall be held by or on behalf
of the Seller, the Servicer, the Purchaser or the Master Servicer, as the case
may be, in trust for the benefit of the Trustee on behalf of the
Certificateholders. In the event that any such original document is required
pursuant to the terms of this Section to be a part of a Mortgage File, such
document shall be delivered promptly to the Trust Administrator. Any such
original document delivered to or held by the Seller or the Purchaser that is
not required pursuant to the terms of this Section to be a part of a Mortgage
File, shall be delivered promptly to the related Servicer.
(c) ACCEPTANCE OF MORTGAGE LOANS. The documents delivered
pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any
assignee, transferee or designee of the Purchaser at any time before or after
the Closing Date (and with respect to each document permitted to be delivered
after the Closing Date within seven days of its delivery) to ascertain that all
required documents have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.
(d) TRANSFER OF INTEREST IN AGREEMENTS. The Purchaser has
the right to assign its interest under this Agreement, in whole or in part, to
the Trustee, as may be required to effect the purposes of the Pooling and
Servicing Agreement, without the consent of the Seller, and the assignee shall
succeed to the rights and obligations hereunder of the Purchaser. Any expense
reasonably incurred by or on behalf of the Purchaser or the Trustee in
connection with enforcing any obligations of the Seller under this Agreement
will be promptly reimbursed by the Seller.
(e) EXAMINATION OF MORTGAGE FILES. Prior to the Closing
Date, the Seller shall either (i) deliver in escrow to the Purchaser or to any
assignee, transferee or designee of the Purchaser, for examination, the Mortgage
File pertaining to each Mortgage Loan, or (ii) make such Mortgage Files
available to the Purchaser or to any assignee, transferee or designee of the
Purchaser for examination. Such examination may be made by the Purchaser or the
Trustee, and their respective designees, upon reasonable notice to the Seller
during normal business hours before the Closing Date and within 60 days after
the Closing Date. If any such person makes such examination prior to the Closing
Date and identifies any Mortgage Loans that do not conform to the requirements
of the Purchaser as described in this Agreement, such Mortgage Loans shall be
deleted from the Closing Schedule. The Purchaser may, at its option and without
notice to the Seller, purchase all or part of the Mortgage Loans without
conducting any partial or complete examination. The fact that the Purchaser or
any person has conducted or has failed to
4
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of the Purchaser or any assignee, transferee or designee of
the Purchaser to demand repurchase or other relief as provided herein or under
the Pooling and Servicing Agreement.
SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SELLER.
The Seller and the Purchaser understand, acknowledge and agree
that, the representations and warranties set forth in this Section 5 are made as
of the Closing Date or as of the date specifically provided herein.
As permitted under the Amended and Restated Master Mortgage
Loan Purchase and Servicing Agreement (the "Countrywide Servicing Agreement")
dated as of December 15, 2003, between Countrywide and the Seller, the Master
Mortgage Loan Purchase and Interim Servicing Agreement (the "Quicken Servicing
Agreement") dated as of November 1, 2004, between Quicken and the Seller, the
Master Mortgage Loan Purchase and Interim Servicing Agreement (the "MortgageIT
Agreement"), dated as of November 1, 2004, between MortgageIT and the Seller and
the Seller's Warranties and Servicing Agreement (the "Xxxxx Servicing Agreement"
and collectively with the Countrywide Servicing Agreement, the Quicken Servicing
Agreement and the MortgageIT Agreement, the "Servicing Agreements") dated as of
July 1, 2004 between the Seller and Xxxxx, the Seller hereby assigns to the
Purchaser all of its right, title and interest under the Servicing Agreements to
the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule,
including, but not limited to, any representations and warranties of the
Originators concerning the Mortgage Loans.
(a) The Seller hereby represents and warrants, as to each
Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing
Date, and covenants, that:
(i) To the best of the Seller's knowledge,
nothing has occurred in the period of time from the date each
representation and warranty was made by each Originator
pursuant to the respective Servicing Agreement to the Closing
Date which would cause such representation and warranty to be
untrue in any material respect on the Closing Date.
(ii) Each Mortgage Loan at the time it was made
complied in all material respects with applicable local, state
and federal laws, including, but not limited to, all
applicable predatory and abusive lending laws.
(iii) None of the mortgage loans are (i) "High
Cost" as such term is defined in the Home Ownership Protection
Act of 1994 ("HOEPA") or (ii) a reasonably equivalent
provision as defined by the applicable predatory and abusive
lending laws.
(iv) An appraisal form 1004 or Form 2055 with an
interior inspection for first lien mortgage loans has been
obtained.
(v) No Mortgage Loan is a high cost loan or a
covered loan, as applicable (as such terms are defined in
Standard & Poor's LEVELS Version 5.6b Glossary Revised,
Appendix E).
5
(vi) There is no mortgage loan in the trust that
was originated on or after October 1, 2002 and before March 7,
2003 which is secured by property located in the State of
Georgia.
(b) The Seller hereby represents and warrants to the
Purchaser, as of the date hereof and as of the Closing Date, and covenants,
that:
(i) The Seller is duly organized, validly
existing and in good standing as a corporation under the laws
of the State of New York with full corporate power and
authority to conduct its business as presently conducted by it
to the extent material to the consummation of the transactions
contemplated herein. The Seller has the full corporate power
and authority to own the Mortgage Loans and to transfer and
convey the Mortgage Loans to the Purchaser and has the full
corporate power and authority to execute and deliver, engage
in the transactions contemplated by, and perform and observe
the terms and conditions of this Agreement.
(ii) The Seller has duly authorized the
execution, delivery and performance of this Agreement, has
duly executed and delivered this Agreement, and this
Agreement, assuming due authorization, execution and delivery
hereof by the Purchaser, constitutes a legal, valid and
binding obligation of the Seller, enforceable against it in
accordance with its terms except as the enforceability thereof
may be limited by bankruptcy, insolvency or reorganization or
by general principles of equity.
(iii) The execution, delivery and performance of
this Agreement by the Seller (x) does not conflict and will
not conflict with, does not breach and will not result in a
breach of and does not constitute and will not constitute a
default (or an event, which with notice or lapse of time or
both, would constitute a default) under (A) any terms or
provisions of the articles of incorporation or by-laws of the
Seller, (B) any term or provision of any material agreement,
contract, instrument or indenture, to which the Seller is a
party or by which the Seller or any of its property is bound
or (C) any law, rule, regulation, order, judgment, writ,
injunction or decree of any court or governmental authority
having jurisdiction over the Seller or any of its property and
(y) does not create or impose and will not result in the
creation or imposition of any lien, charge or encumbrance
which would have a material adverse effect upon the Mortgage
Loans or any documents or instruments evidencing or securing
the Mortgage Loans.
(iv) No consent, approval, authorization or order
of, registration or filing with, or notice on behalf of the
Seller to any governmental authority or court is required,
under federal laws or the laws of the State of New York, for
the execution, delivery and performance by the Seller of, or
compliance by the Seller with, this Agreement or the
consummation by the Seller of any other transaction
contemplated hereby and by the Pooling and Servicing
Agreement; provided, however, that the Seller makes no
representation or warranty regarding federal or state
securities laws in connection with the sale or distribution of
the Certificates.
6
(v) This Agreement does not contain any untrue
statement of material fact or omit to state a material fact
necessary to make the statements contained herein not
misleading. The written statements, reports and other
documents prepared and furnished or to be prepared and
furnished by the Seller pursuant to this Agreement or in
connection with the transactions contemplated hereby taken in
the aggregate do not contain any untrue statement of material
fact or omit to state a material fact necessary to make the
statements contained therein not misleading.
(vi) The Seller is not in violation of, and the
execution and delivery of this Agreement by the Seller and its
performance and compliance with the terms of this Agreement
will not constitute a violation with respect to, any order or
decree of any court or any order or regulation of any federal,
state, municipal or governmental agency having jurisdiction
over the Seller or its assets, which violation might have
consequences that would materially and adversely affect the
condition (financial or otherwise) or the operation of the
Seller or its assets or might have consequences that would
materially and adversely affect the performance of its
obligations and duties hereunder.
(vii) The Seller does not believe, nor does it
have any reason or cause to believe, that it cannot perform
each and every covenant contained in this Agreement.
(viii) Immediately prior to the sale of the
Mortgage Loans to the Purchaser as herein contemplated, the
Seller will be the owner of the related Mortgage and the
indebtedness evidenced by the related Mortgage Note, and, upon
the payment to the Seller of the Purchase Price, in the event
that the Seller retains or has retained record title, the
Seller shall retain such record title to each Mortgage, each
related Mortgage Note and the related Mortgage Files with
respect thereto in trust for the Purchaser as the owner
thereof from and after the date hereof.
(ix) There are no actions or proceedings against,
or investigations known to it of, the Seller before any court,
administrative or other tribunal (A) that might prohibit its
entering into this Agreement, (B) seeking to prevent the sale
of the Mortgage Loans by the Seller or the consummation of the
transactions contemplated by this Agreement or (C) that might
prohibit or materially and adversely affect the performance by
the Seller of its obligations under, or validity or
enforceability of, this Agreement.
(x) The consummation of the transactions
contemplated by this Agreement are in the ordinary course of
business of the Seller, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the
Seller are not subject to the bulk transfer or any similar
statutory provisions.
(xi) The Seller has not dealt with any broker,
investment banker, agent or other person, except for the
Purchaser or any of its affiliates, that may be
7
entitled to any commission or compensation in connection with
the sale of the Mortgage Loans.
(xii) There is no litigation currently pending or,
to the best of the Seller's knowledge without independent
investigation, threatened against the Seller that would
reasonably be expected to adversely affect the transfer of the
Mortgage Loans, the issuance of the Certificates or the
execution, delivery, performance or enforceability of this
Agreement, or that would result in a material adverse change
in the financial condition of the Seller.
(xiii) The Seller is solvent and will not be
rendered insolvent by the consummation of the transactions
contemplated hereby. The Seller is not transferring any
Mortgage loan with any intent to hinder, delay or defraud any
of its creditors.
(c) With respect to the Countrywide Mortgage Loans, the
Seller hereby represents and warrants, for the benefit of the Purchaser, that
the representations and warranties set forth on Exhibit A hereto are true and
correct and as of the date hereof and as of the Closing Date.
(d) With respect to the Quicken Mortgage Loans, the
Seller hereby represents and warrants, for the benefit of the Purchaser, that
the representations and warranties set forth on Exhibit B hereto are true and
correct as of the date hereof and as of the Closing Date.
(e) With respect to the MortgageIT Mortgage Loans, the
Seller hereby represents and warrants, for the benefit of the Purchaser, that
the representations and warranties set forth on Exhibit C hereto are true and
correct as of the date hereof and as of the Closing Date.
(f) With respect to the Xxxxx Mortgage Loan, the Seller
hereby represents and warrants, for the benefit of the Purchaser, that the
representations and warranties set forth on Exhibit D hereto are true and
correct as of the date hereof and as of the Closing Date.
(g) With respect to the Collateral Pool III loans, the
Seller hereby represents and warrants, for the benefit of the Purchaser, that :
(i) The information set forth in the Mortgage
Loan Schedule is complete, true and correct as of the Cut-off
Date;
(ii) [Reserved];
(iii) All payments required to be made up to the
close of business on the Closing Date for such Mortgage Loan
under the terms of the Mortgage Note have been made; the
Seller has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other
than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by the
Mortgage Note or Mortgage; and except with respect to
approximately 0.55% of the Mortgage Loans (by aggregate
principal balance as of the Cut-off Date), there had been
8
no Mortgagor thirty days or more delinquent in their monthly
payments more than once in the twelve months prior to the
Cut-off Date;
(iv) To the best knowledge of the Seller, there
are no delinquent taxes, ground rents, water charges, sewer
rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments or other
outstanding charges affecting the related Mortgaged Property;
(v) To the best knowledge of the Seller, the
terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except
by written instruments included in the Mortgage File, recorded
in the applicable public recording office if necessary to
maintain the lien priority of the Mortgage; the substance of
any such waiver, alteration or modification has been approved
by the title insurer, to the extent required by the related
policy, and is reflected on the Mortgage Loan Schedule. No
instrument of waiver, alteration or modification has been
executed by the Seller or any other person in the chain of
title from the Seller, and no Mortgagor has been released, in
whole or in part, except in connection with an assumption
agreement approved by the title insurer, to the extent
required by the policy, and the terms of which are reflected
in the Mortgage Loan Schedule and included in the related
Mortgage File;
(vi) The Mortgage Note and the Mortgage are not
subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, nor will the
operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder, render the
Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense,
including the defense of usury and no such right of
rescission, set-off, counterclaim or defense has been asserted
with respect thereto;
(vii) To the best knowledge of the Seller, any and
all requirements of any federal, state or local law including,
without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protection, equal
credit opportunity or disclosure laws applicable to the
origination and servicing of the Mortgage Loan have been
complied with;
(viii) The Mortgage has not been satisfied,
canceled, subordinated or rescinded, in whole or in part, and
the Mortgaged Property has not been released from the lien of
the Mortgage, in whole or in part, nor has any instrument been
executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;
(ix) The Mortgage is a valid, existing and
enforceable first lien on the Mortgaged Property, including
all improvements on the Mortgaged Property subject only to (a)
the lien of current real property taxes and assessments not
yet due and payable, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of
the public record as of the date of recording being acceptable
to mortgage lending institutions generally and specifically
referred to in the lender's title insurance policy delivered
to the originator of the Mortgage Loan and which do not
adversely
9
affect the appraised value of the Mortgaged Property and (c)
other matters to which like properties are commonly subject
which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged
Property. Any security agreement, chattel mortgage or
equivalent document related to and delivered in connection
with the Mortgage Loan establishes and creates a valid,
existing and enforceable first lien and first priority
security interest;
(x) The Mortgage Note and the related Mortgage
are genuine and each is the legal, valid and binding
obligation of the maker thereof, enforceable in accordance
with its terms and with respect to any Mortgage Note marked
"Renewal and Extension," such Mortgage Note is the legal,
valid and binding obligation of the maker thereof, enforceable
in accordance with its terms;
(xi) To the best knowledge of the Seller, all
parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and
deliver the Mortgage Note and the Mortgage, and the Mortgage
Note and the Mortgage have been duly and properly executed by
such parties. The Mortgagor is a natural person who is a party
to the Mortgage Note and the Mortgage is in an individual
capacity or family trust that is guaranteed by a natural
person;
(xii) The proceeds of the Mortgage Loan have been
fully disbursed to or for the account of the Mortgagor and
there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion
of any on-site or off-site improvement and as to disbursements
of any escrow funds therefor have been complied with. All
costs, fees and expenses incurred in making or closing the
Mortgage Loan and the recording of the Mortgage have been
paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due to the Mortgagee pursuant to the Mortgage
Note or Mortgage;
(xiii) [Reserved];
(xiv) To the best knowledge of the Seller, all
parties which have had any interest in the Mortgage Loan,
whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such
interest, were) in compliance with any and all applicable
"doing business" and licensing requirements of the laws of the
state wherein the Mortgaged Property is located;
(xv) There is no default, breach, violation or
event of acceleration existing under the Mortgage or the
Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of
acceleration, and the Seller has not waived any default,
breach, violation or event of acceleration;
(xvi) There are no mechanics' or similar liens or
claims which have been filed for work, labor or materials (and
no rights are outstanding that under law
10
could give rise to such lien) affecting the related Mortgaged
Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage;
(xvii) To the best of the Seller's knowledge, all
improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly
within the boundaries and building restriction lines of the
Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
(xviii) The Mortgage Loan was (i) originated by the
originator or by a savings and loan association, a savings
bank, a commercial bank or similar banking institution which
is supervised and examined by a federal or state authority, or
by a mortgagee approved as such by the Secretary of HUD, (ii)
purchased by the Seller in the secondary mortgage market or
(iii) acquired by the Seller directly through loan brokers or
correspondents such that (a) the Mortgage Loan was originated
in conformity with the Seller's underwriting guidelines, (b)
the Seller approved the Mortgage Loan prior to funding and (c)
the Seller provided the funds used to originate the Mortgage
Loan and acquired the Mortgage Loan on the date of origination
thereof;
(xix) Principal payments on the Mortgage Loan
commenced no more than two months after the proceeds of the
Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Rate. The Mortgage Note is payable on the day
of each month set forth in the Mortgage Loan Schedule and in
Monthly Payments which will amortize the Stated Principal
Balance of the Mortgage Loan over its remaining term at the
Mortgage Rate. Interest on the Mortgage Loan is calculated on
the basis of a 360-day year consisting of twelve 30-day
months. The Mortgage Note does not permit negative
amortization. As of the Cut-off Date, the construction phase
of any Mortgage Loan originated as a construction permanent
loan has expired;
(xx) The origination and collection practices
used by the originator with respect to each Mortgage Note and
Mortgage have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry.
The Mortgage Loan has been serviced by the Master Servicer or
Citibank, N.A. (directly or through a subservicer) and any
predecessor servicer in accordance with the terms of the
Mortgage Note. With respect to escrow deposits and Escrow
Payments, if any, all such payments are in the possession of,
or under the control of, the Master Servicer and there exist
no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. No
escrow deposits or Escrow Payments or other charges or
payments due the Master Servicer or Citibank, N.A. have been
capitalized under any Mortgage or the related Mortgage Note;
(xxi) To the best knowledge of the Seller, the
Mortgaged Property is free of damage and waste and there is no
proceeding pending for the total or partial condemnation
thereof;
(xxii) The Mortgage and related Mortgage Note
contain customary and enforceable provisions such as to render
the rights and remedies of the holder thereof
11
adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (a)
in the case of a Mortgage designated as a deed of trust, by
trustee's sale and (b) otherwise by judicial foreclosure.
There is no homestead or other exemption available to the
Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to
foreclose the Mortgage. The Mortgagor has not notified the
Seller, and the Seller has no knowledge of any relief
requested or allowed to the Mortgagor under the Soldiers and
Sailors Civil Relief Act of 1940;
(xxiii) The Mortgage Note is not and has not been
secured by any collateral except the lien of the corresponding
Mortgage on the Mortgaged Property and the security interest
of any applicable security agreement or chattel mortgage
referred to in (ix) above;
(xxiv) In the event the Mortgage constitutes a deed
of trust, a trustee, duly qualified under applicable law to
serve as such, has been properly designated and currently so
serves and is named in the Mortgage, and no fees or expenses
are or will become payable by the Purchaser to the trustee
under the deed of trust, except in connection with a trustee's
sale after default by the Mortgagor;
(xxv) No Mortgage Loan contains provisions
pursuant to which Monthly Payments are (a) paid or partially
paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the
Mortgagor, (b) paid by any source other than the Mortgagor or
(c) contains any other similar provisions which may constitute
a "buydown" provision. The Mortgage Loans are not graduated
payment mortgage loans and the Mortgage Loans do not have
shared appreciation or other contingent interest features;
(xxvi) If the Mortgage Loan is a refinanced
Mortgage Loan, the Mortgagor has received all disclosure and
rescission materials required by applicable law with respect
to the making of a refinanced Mortgage Loan, and evidence of
such receipt is and will remain in the Mortgage File;
(xxvii) Except with respect to any Mortgage Loan
which was originated as a construction permanent loan and
which has since converted to permanent financing on the
related Mortgaged Property, no Mortgage Loan was made in
connection with facilitating the trade-in or exchange of a
Mortgaged Property. If a Mortgage Loan was originated in
connection with the construction or rehabilitation of a
Mortgaged Property, such construction or rehabilitation has
been completed;
(xxviii) [Reserved];
(xxix) To the best knowledge of the Seller, the
Mortgaged Property is lawfully occupied under applicable law;
all inspections, licenses and certificates required to be made
or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and occupancy
of the same, including but not
12
limited to certificates of occupancy, have been made or
obtained from the appropriate authorities;
(xxx) The Assignment is in recordable form and is
acceptable for recording under the laws of the jurisdiction in
which the Mortgaged Property is located;
(xxxi) To the best knowledge of the Seller, neither
the Seller nor the affiliate of the Seller has made a mortgage
on any Mortgaged Property other than the Mortgage Loan at
origination;
(xxxii) The Mortgaged Property consists of a parcel
of real property with a single family residence erected
thereon, or a two to four-family dwelling, or an individual
condominium unit in a low-rise or high-rise condominium
project, or an individual unit in a planned unit development.
The Mortgaged Property is improved with a Residential
Dwelling. The Mortgaged Property does not consist of any of
the following property types: (a) co-operative units, (b)
mobile homes except to the extent such structures satisfy the
requirements of 00 Xxxxxx Xxxxxx Code Section 5402(6) and are
deemed to be real property under applicable state law and (c)
manufactured homes (other than as defined in 00 Xxxxxx Xxxxxx
Code Section 5402(6)). The Mortgaged Property is either a fee
simple estate or a long-term residential lease. If the
Mortgage Loan is secured by a long-term residential lease,
unless otherwise specifically disclosed in the Mortgage Loan
Schedule, (A) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the
lease without the lessor's consent (or the lessor's consent
has been obtained and such consent is the Mortgage File) and
the acquisition by the holder of the Mortgage of the rights of
the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with
substantially similar protection; (B) the terms of such lease
do not (x) allow the termination thereof upon the lessee's
default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such
default or (y) prohibit the holder of the Mortgage from being
insured under the hazard insurance policy relating to the
Mortgaged Property; (C) the original term of such lease is not
less than 15 years; (D) the term of such lease does not
terminate earlier than ten years after the maturity date of
the Mortgage Note; and (E) the Mortgaged Property is located
in a jurisdiction in which the use of leasehold estates for
residential properties is an accepted practice;
(xxxiii) The Mortgage, and if required by applicable
law the related Mortgage Note, contains a provision for the
acceleration of the payment of the unpaid principal balance of
the Mortgage Loan in the event that the Mortgaged Property is
sold or transferred without the prior written consent of the
Mortgagee, at the option of the Mortgagee;
(xxxiv) To the best knowledge of the Seller, no
error, omission, misrepresentation, negligence, fraud or
similar occurrence with respect to a Mortgage Loan has taken
place on the part of any person, including, without
limitation, the Mortgagor, any appraiser, any builder or
developer, or any other party involved in the
13
origination of the Mortgage Loan or in the application of any
insurance in relation to such Mortgage Loan;
(xxxv) With respect to any assumption,
modification, consolidation or extension agreements, such
agreement has been recorded by the Seller if required under
applicable law;
(xxxvi) The Seller has delivered each certificate,
certified by an officer of the Seller, or other evidence of
merger or change of name, signed or stamped by the applicable
regulatory authority, if any of the Mortgage Loans were
acquired by the Seller by merger or acquired or originated by
the Seller while conducting business under a name other than
its present name and such certificate or other evidence is not
recorded in the public recording office where the related
Mortgage is required to be recorded;
(xxxvii) No Mortgage Loan is (a) subject to the
provisions of the Homeownership and Equity Protection Act of
1994 as amended ("HOEPA"), (b) a "high cost" mortgage loan,
"covered" mortgage loan or "predatory" mortgage loan or any
other comparable term, no matter how defined under any
federal, state or local law or (c) subject to any comparable
federal, state or local statutes or regulations;
(xxxviii) No predatory, abusive or deceptive lending
practices, including but not limited to, the extension of
credit to a mortgagor without regard for the mortgagor's
ability to repay the Mortgage Loan and the extension of credit
to a mortgagor which has no apparent benefit to the mortgagor,
were employed in connection with the origination of the
Mortgage Loan;
(xxxix) The Seller has accurately and fully reported
its borrower credit files to each of the Credit Repositories
in a timely manner;
(xl) No Mortgagor was required to purchase any
single premium credit insurance policy (e.g. life, disability,
accident, unemployment or health insurance product) or debt
cancellation agreement as a condition of obtaining the
extension of credit. No Mortgagor obtained a prepaid single
premium credit insurance policy (e.g. life, disability,
accident, unemployement, mortgage or health insurance) in
connection with the origination of the Mortgage Loan. No
proceeds from any Mortgage Loan were used to purchase single
premium credit insurance policies or debt cancellation
agreements as part of the origination of, or as a condition to
closing, such Mortgage Loan;
(xli) Except as set forth on the related Mortgage
Loan Schedule, none of the Mortgage Loans are subject to a
Prepayment Charge. For any Mortgage Loan originated prior to
October 1, 2002 that is subject to a Prepayment Charge, such
Prepayment Charge does not extend beyond five years after the
date of origination. For any Mortgage Loan originated on or
following October 1, 2002 that is subject to a Prepayment
Charge, such Prepayment Charge does not extend beyond three
years after the date of origination. With respect to any
Mortgage Loan that contains a provision
14
permitting imposition of a premium upon a prepayment prior to
maturity: (i) prior to the Mortgage Loan's origination, the
Mortgagor agreed to such premium in exchange for a monetary
benefit, including but not limited to a rate or fee reduction,
(ii) prior to the Mortgage Loan's origination, the Mortgagor
was offered the option of obtaining a Mortgage Loan that did
not require payment of such a premium, (iii) the prepayment
premium is disclosed to the Mortgagor in the loan documents
pursuant to applicable state and federal law, (iv) for loans
originated on or after September 1, 2004, the duration of the
prepayment period shall not exceed three (3) years from the
date of the note, unless the loan was modified to reduce the
prepayment period to no more than three years from the date of
the note and the borrower was notified in writing of such
reduction in prepayment period, and (v) notwithstanding any
state or federal law to the contrary, the Seller shall not
impose such prepayment premium in any instance when the
mortgage debt is accelerated as the result of the Mortgagor's
default in making the loan payments;
(xlii) The information set forth in the Prepayment
Charge Schedule is complete, true and correct in all material
respects and each Prepayment Charge is permissible,
enforceable and collectable under applicable federal and state
law;
(xliii) No Mortgage Loan which is a Cash-out
Refinancing was originated in the State of Texas;
(xliv) The Mortgage Loan complies with all
applicable consumer credit statutes and regulations,
including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa,
Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming, has
been originated by a properly licensed entity, and in all
other respects, complies with all of the material requirements
of any such applicable laws;
(xlv) The Mortgage Loan was not prepaid in full
prior to the Closing Date and the Seller has not received
notification from a Mortgagor that a prepayment in full shall
be made after the Closing Date; (xlvi) No Mortgage Loan is
secured by cooperative housing, commercial property or mixed
use property;
(xlvii) The Seller has complied with all applicable
anti-money laundering laws and regulations, including without
limitation the USA Patriot Act of 2001 (collectively, the
"Anti-Money Laundering Laws"); the Seller has established an
anti-money laundering compliance program as required by the
Anti-Money Laundering Laws, has conducted the requisite due
diligence in connection with the origination of each Mortgage
Loan for purposes of the Anti-Money Laundering Laws, including
with respect to the legitimacy of the applicable Mortgagor and
the origin of the assets used by the said Mortgagor to
purchase the property in question, and maintains, and will
maintain, sufficient information to identify the applicable
Mortgagor for purposes of the Anti-Money Laundering Laws;
15
(xlviii) No Mortgagor was encouraged or required to
select a Mortgage Loan product offered by the originator which
is a higher cost product designed for less creditworthy
borrowers, unless at the time of the Mortgage Loan's
origination, such Mortgagor did not qualify taking into
account credit history and debt to income ratios for a lower
cost credit product then offered by the originator or any
affiliate of the originator. If, at the time of loan
application, the Mortgagor may have qualified for a for a
lower cost credit product than offered by any mortgage lending
affiliate of the originator, the originator referred the
Mortgagor's application to such affiliate for underwriting
consideration;
(xlix) The methodology used in underwriting the
extension of credit for each Mortgage Loan employs objective
mathematical principles which relate the Mortgagor's income,
assets and liabilities to the proposed payment and such
underwriting methodology does not rely on the extent of the
Mortgagor's equity in the collateral as the principal
determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of
origination (application/approval) the Mortgagor had a
reasonable ability to make timely payments on the Mortgage
Loan;
(l) All fees and charges (including finance
charges) and whether or not financed, assessed, collected or
to be collected in connection with the origination and
servicing of each Mortgage Loan have been disclosed in writing
to the Mortgagor in accordance with applicable state and
federal law and regulation;
(li) Each Mortgage Loan has been serviced in
accordance with the Securitized Asset Services Corporation
Servicing Guide, the Xxxxx Fargo Bank, National Association
Master Servicing Guide, a servicing agreement or a similar
document governing the servicing of the related mortgage
loans;
(lii) Each Mortgage Loan at the time it was made
complied in all material respects with applicable local,
state, and federal laws, including, but not limited to, all
applicable predatory and abusive lending laws;
(liii) The Seller has good title to the Mortgage
Loans and is sole owner of the Mortgage Loans free and clear
of any mortgage, pledge, lien, security interest, charge or
other encumbrance and has full authority to sell the Mortgage
Loans;
(liv) No selection procedures believed by Seller
to be adverse to the interest of the Certificateholders have
been used in selecting the Mortgage Loans;
(lv) As of the Closing Date, the related
Mortgaged Property is free of material damage and is in good
repair;
(lvi) At the time of origination, no improvement
located on or being part of the related Mortgaged Property was
in violation of any applicable zoing and subdivision laws or
ordinances;
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(lvii) Each original Mortgage has been recorded or
is in the process of being recorded in the appropriate
jurisdictions wherein such recordation is required to perfect
the lien thereof for the benefit of the Trust Fund; and
(lviii) Appraisal form 1004 or form 2005 with an
interior inspection for the Mortgage Loans has been obtained;
(lix) No Mortgage Loan is a balloon mortgage loan
that has an original state maturity of less than seven (7)
years;
(lx) No Mortgage Loan is a high cost loan or a
covered loan, as applicable (as such terms are defined in
Standard and Poor's LEVELS Version 5.6b Glossary Revised,
Appendix E); and
(lxi) Each Mortgage Loan has been serviced in
accordance with Lomas Mortgage USA Master Servicer for the
Meridian Capital Markets Correspondent Purchase Program,
Citimae Sellers' Servicers' Guide, GE Capital Mortgage
Services, Inc. Serviver's Guide, the Securitized Asset
Services Corporation Servicing Guide, the Xxxxx Fargo Bank,
National Association Master Servicing Guide, a servicing
agreement or a similar document governing the servicing of the
related mortgage loans.
SECTION 6. REPURCHASE OBLIGATION FOR DEFECTIVE DOCUMENTATION
AND FOR BREACH OF REPRESENTATION AND WARRANTY.
It is understood and agreed that the representations and
warranties set forth in Section 5 shall survive the sale of the Mortgage Loans
to the Purchaser and shall inure to the benefit of the Purchaser and any
assignee, transferee or designee of the Purchaser, including the Trustee for the
benefit of holders of the Mortgage Pass-Through Certificates evidencing an
interest in all or a portion of the Mortgage Loans, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination or lack of examination of any Mortgage File. With respect to the
representations and warranties contained herein that are made to the knowledge
or the best knowledge of the Seller, or as to which the Seller has no knowledge,
if it is discovered that the substance of any such representation and warranty
is inaccurate and the inaccuracy materially and adversely affects the value of
the related Mortgage Loan, or the interest therein of the Purchaser or the
Purchaser's assignee, designee or transferee, then notwithstanding the Seller's
lack of knowledge with respect to the substance of such representation and
warranty being inaccurate at the time the representation and warranty was made,
such inaccuracy shall be deemed a breach of the applicable representation and
warranty and the Seller shall take such action described in the following
paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by
either the Seller or the Purchaser of a breach of any of the foregoing
representations and warranties made by the Seller that materially and adversely
affects the value of the Mortgage Loans or the interest of the Purchaser (or
which materially and adversely affects the interests of the Purchaser in the
related Mortgage Loan in the case of a representation and warranty relating to a
particular Mortgage Loan), the party discovering such breach shall give prompt
written notice to the other.
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Within 90 days of the earlier of either discovery by or notice
to the Seller of any breach of a representation or warranty made by the Seller
that materially and adversely affects the value of a Mortgage Loan or the
Mortgage Loans or the interest therein of the Purchaser, the Seller shall use
its best efforts promptly to cure such breach in all material respects and, if
such breach cannot be cured, the Seller shall, at the Purchaser's option,
repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the
request of the Purchaser and assuming the Seller has a Qualified Substitute
Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided
above, remove such Mortgage Loan and substitute in its place a Qualified
Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified
Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage
Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions
of this Section 6 shall occur on a date designated by the Purchaser and shall be
accomplished by deposit in accordance with Section 2.03 of the Pooling and
Servicing Agreement. Any repurchase or substitution required by this Section
shall be made in a manner consistent with Section 2.03 of the Pooling and
Servicing Agreement.
At the time of substitution or repurchase by the Seller of any
deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the
reassignment of the repurchased or substituted Mortgage Loan to the Seller and
the delivery to the Seller of any documents held by the Trustee relating to the
deficient or repurchased Mortgage Loan. In the event the Purchase Price is
deposited in the Collection Account. The Seller shall, simultaneously with such
deposit, give written notice to the Purchaser that such deposit has taken place.
Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the
withdrawal of the repurchased Mortgage Loan from this Agreement.
As to any Deleted Mortgage Loan for which the Seller
substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall
effect such substitution by delivering to the Purchaser or its designee for such
Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the
Assignment and such other documents and agreements as are required by the
Pooling and Servicing Agreement, with the Mortgage Note endorsed as required
therein. The Seller shall remit for deposit in the Collection Account the
Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the
month following the date of such substitution. Monthly payments due with respect
to Qualified Substitute Mortgage Loans in the month of substitution will be
retained by the Seller. For the month of substitution, distributions to the
Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in
the month of substitution, and the Seller shall thereafter be entitled to retain
all amounts subsequently received by the Seller in respect of such Deleted
Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans
shall be subject to the terms of this Agreement in all respects, and the Seller
shall be deemed to have made with respect to such Qualified Substitute Mortgage
Loan or Loans as of the date of substitution, the covenants, representations and
warranties set forth in Section 5.
It is understood and agreed that the representations and
warranties set forth in Section 5 shall survive delivery of the respective
Mortgage Files to the Trustee on behalf of the Purchaser.
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It is understood and agreed that (i) the obligations of the
Seller set forth in this Section 6 to cure, repurchase and substitute for a
defective Mortgage Loan and (ii) the obligations of the Seller as provided in
the next sentence constitute the sole remedies of the Purchaser respecting a
missing or defective document or a breach of the representations and warranties
contained in Section 5. The Seller shall indemnify the Purchaser and hold it
harmless against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach of the representations and warranties
contained in Sections 5(a), (c), (d) and (e) this Agreement.
SECTION 7. CLOSING; PAYMENT FOR THE MORTGAGE LOANS. The
closing of the purchase and sale of the Mortgage Loans shall be held at the New
York City office of Xxxxxxx Xxxxxxxx & Wood LLP at 10:00 AM New York City time
on the Closing Date.
The closing shall be subject to each of the following
conditions:
(a) All of the representations and warranties of the
Seller under this Agreement shall be true and correct in all material respects
as of the date as of which they are made and no event shall have occurred which,
with notice or the passage of time, would constitute a default under this
Agreement;
(b) The Purchaser shall have received, or the attorneys
of the Purchaser shall have received in escrow (to be released from escrow at
the time of closing), all Closing Documents as specified in Section 8 of this
Agreement, in such forms as are agreed upon and acceptable to the Purchaser,
duly executed by all signatories other than the Purchaser as required pursuant
to the respective terms thereof;
(c) The Seller shall have delivered or caused to be
delivered and released to the Purchaser or to its designee, all documents
(including without limitation, the Mortgage Loans) required to be so delivered
by the Purchaser; and
(d) All other terms and conditions of this Agreement
shall have been complied with.
Subject to the foregoing conditions, the Purchaser shall
deliver or cause to be delivered to the Seller on the Closing Date, against
delivery and release by the Seller to the Trustee of all documents required
pursuant to the Pooling and Servicing Agreement, the consideration for the
Mortgage Loans as specified in Section 3 of this Agreement, by delivery to the
Seller of the Mortgage Loan Purchase Price.
SECTION 8. CLOSING DOCUMENTS. Without limiting the generality
of Section 7 hereof, the closing shall be subject to delivery of each of the
following documents:
(a) An Officers' Certificate of the Seller, dated the
Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the
"Underwriter") may rely, in a form acceptable to the Purchaser;
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(b) A Secretary's Certificate of the Seller, dated the
Closing Date, upon which the Purchaser and the Underwriter may rely, in a form
acceptable to the Purchaser, and attached thereto copies of the certificate of
incorporation, by-laws and certificate of good standing of the Seller;
(c) An Opinion of Counsel of the Seller, dated the
Closing Date and addressed to the Purchaser and the Underwriter, in a form
acceptable to the Purchaser;
(d) An Officers' Certificate of each Originator, dated
the Closing Date, upon which the Purchaser and the Underwriter may rely, in a
form acceptable to the Purchaser;
(e) A Secretary's Certificate of each Originator, dated
the Closing Date, upon which the Purchaser and the Underwriter may rely, in a
form acceptable to the Purchaser, and attached thereto copies of the certificate
of incorporation, by-laws and certificate of good standing of the Originator;
(f) Such opinions of counsel as the Rating Agencies or
the Trustee may request in connection with the sale of the Mortgage Loans by the
Seller to the Purchaser or the Seller's execution and delivery of, or
performance under, this Agreement;
(g) A letter from Deloitte & Touche L.L.P., certified
public accountants, dated the date hereof and to the effect that they have
performed certain specified procedures as a result of which they determined that
certain information of an accounting, financial or statistical nature set forth
in the Purchaser's Prospectus Supplement, dated March 30, 2005, agrees with the
records of the Seller;
(h) Letters from certified public accountants for each
Originator, dated the date hereof and to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Purchaser's Prospectus Supplement, dated March 30, 2005 under the subheading
"The Master Servicer and the Servicers--The Servicers" agrees with the records
of the Servicer; and
(i) Such further information, certificates, opinions and
documents as the Purchaser or the Underwriter may reasonably request.
SECTION 9. COSTS. The Seller shall pay (or shall reimburse the
Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all necessary and reasonable costs and expenses incurred
directly in delivering this Agreement, the Pooling and Servicing Agreement, the
Certificates, the prospectus, prospectus supplement and private placement
memorandum relating to the Certificates and other related documents, the initial
fees, costs and expenses of the Trust Administrator and the Trustee set forth in
an engagement letter delivered to the Seller by the Trust Administrator, the
fees and expenses of the Purchaser's counsel in connection with the preparation
of all documents relating to the securitization of the Mortgage Loans, the
filing fee charged by the Securities and Exchange Commission for registration of
the Certificates, the fees charged by any rating agency to rate the Certificates
and the ongoing expenses of the Rating Agencies. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expense.
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SECTION 10. [Reserved].
SECTION 11. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST.
The sale and delivery on the Closing Date of the Mortgage Loans described on the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Seller's failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in the
Seller's interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser's (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted by this
Agreement and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 7 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released from
the security interest created hereby. The Seller agrees that, upon acceptance of
the Mortgage Loans by the Purchaser or its designee and delivery of payment to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.
Notwithstanding the foregoing, if on the Closing Date, each of
the conditions set forth in Section 7 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the Mortgage Loan Purchase
Price, or any such condition shall not have been waived or satisfied and the
Purchaser determines not to pay or cause to be paid the Mortgage Loan Purchase
Price, the Purchaser shall immediately effect the redelivery of the Mortgage
Loans, if delivery to the Purchaser has occurred and the security interest
created by this Section 11 shall be deemed to have been released.
SECTION 12. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing, if
to the Purchaser, addressed to the Purchaser at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group, or such other
address as may hereafter be furnished to the Seller in writing by the Purchaser,
and if to the Seller, addressed to the Seller at 000 Xxxxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group, or such
other address as may hereafter be furnished to the Purchaser in writing by the
Seller.
SECTION 13. SEVERABILITY OF PROVISIONS. Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement which
is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability
21
without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction as to any Mortgage Loan shall not
invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the parties hereto waive any provision
of law which prohibits or renders void or unenforceable any provision hereof.
SECTION 14. AGREEMENT OF PARTIES. The Seller and the Purchaser
each agree to execute and deliver such instruments and take such actions as
either of the others may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement and the
Pooling and Servicing Agreement.
SECTION 15. SURVIVAL. The Seller agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the Purchaser, notwithstanding any investigation heretofore or
hereafter made by the Purchaser or on its behalf, and that the representations,
warranties and agreements made by the Seller herein or in any such certificate
or other instrument shall survive the delivery of and payment for the Mortgage
Loans and shall continue in full force and effect, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes and notwithstanding
subsequent termination of this Agreement, the Pooling and Servicing Agreement or
the Trust Fund.
SECTION 16. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING THE CHOICE OF LAW
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.
SECTION 17. MISCELLANEOUS. This Agreement may be executed in
two or more counterparts, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement
supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in
Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the
Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller
to the Purchaser to secure a debt or other obligation of the Seller. However, in
the event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a
22
debt or other obligation of the Seller and (b) (1) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code; (2) the conveyance provided for in Section 4
hereof shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in
accordance with the terms thereof and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account whether
in the form of cash, instruments, securities or other property; (3) the
possession by the Purchaser or its agent of Mortgage Notes, the related
Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party" for purposes of perfecting the security interest pursuant to
Section 9-305 of the New York Uniform Commercial Code; and (4) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
such security interest under applicable law. Any assignment of the interest of
the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an
assignment of any security interest created hereby. The Seller and the Purchaser
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement.
SECTION 18. INDEMNIFICATION. The Seller shall indemnify and
hold harmless each of (i) the Purchaser, (ii) Citigroup Global Markets Inc. and
(iii) each person, if any, who controls the Purchaser within the meaning of
Section 15 of the Securities Act of 1933, as amended (the "1933 Act") ((i)
through (iii) collectively, the "Indemnified Party") against any and all losses,
claims, expenses, damages or liabilities to which the Indemnified Party may
become subject, under the 1933 Act or otherwise, insofar as such losses, claims,
expenses, damages or liabilities (or actions in respect thereof) arise out of,
are based upon, or result from, a breach by the Seller of any of the
representations and warranties made by the Seller herein, it being understood
that the Purchaser has relied upon such representations and warranties.
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IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their names to be signed by their respective officers thereunto duly authorized
as of the date first above written.
CITIGROUP MORTGAGE LOAN TRUST INC.
By:
------------------------------------
Name:
Title:
CITIGROUP GLOBAL MARKETS REALTY CORP.
By:
------------------------------------
Name:
Title:
EXHIBIT A
REPRESENTATION AND WARRANTIES WITH RESPECT TO THE COUNTRYWIDE MORTGAGE LOANS
Except for "Mortgage Loans", which shall mean the Countywide Mortgage
Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit
A shall have the meanings ascribed to them in the Countrywide Servicing
Agreement.
(a) MORTGAGE LOAN SCHEDULE. The information contained in
the Mortgage Loan Schedule is complete, true and correct in all material
respects;
(b) NO DELINQUENCIES OR ADVANCES. All payments required
to be made prior to the related Cut-off Date for such Mortgage Loan under the
terms of the Mortgage Note have been made; Countrywide has not advanced funds,
or induced, solicited or knowingly received any advance of funds from a party
other than the owner of the Mortgaged Property subject to the Mortgage, directly
or indirectly, for the payment of any amount required by the Mortgage Loan; and
there has been no delinquency of more than thirty (30) days in any payment by
the Mortgagor thereunder during the last twelve (12) months;
(c) TAXES, ASSESSMENTS, INSURANCE PREMIUMS AND OTHER
CHARGES. There are no delinquent taxes, ground rents, or insurance premiums, and
Countrywide has no knowledge of any delinquent water charges, sewer rents,
assessments, leasehold payments, including assessments payable in future
installments or other outstanding charges affecting the related Mortgaged
Property;
(d) NO MODIFICATIONS. The terms of the Mortgage Note and
the Mortgage have not been impaired, waived, altered or modified in any respect,
except by written instruments that have been or will be recorded or registered
with the MERS System, if necessary to protect the interests of the Purchaser,
and that have been or will be delivered to the Purchaser, all in accordance with
this Agreement. The substance of any such waiver, alteration or modification has
been approved by the primary mortgage guaranty insurer, if any, and by the title
insurer, to the extent required by the related policy and its terms are
reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in
whole or in part, except in connection with an assumption agreement approved by
the primary mortgage insurer, if any, and the title insurer, to the extent
required by the policy, and which assumption agreement is part of the Collateral
File and the terms of which are reflected in the Mortgage Loan Schedule if
executed prior to the Closing Date;
(e) NO DEFENSES. The Mortgage Note and the Mortgage are
not subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury, nor will the operation of any of the terms of
the Mortgage Note and the Mortgage, or the exercise of any right thereunder,
render the Mortgage unenforceable, in whole or in part, or subject to any right
of rescission, set-off, counterclaim or defense, including the defense of usury,
and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto;
(f) HAZARD AND FLOOD INSURANCE. All buildings upon the
Mortgaged Property are insured by an insurer acceptable to an Agency against
loss by fire, hazards of extended
coverage and such other hazards as are customary in the area where the Mortgaged
Property is located, and such insurer is licensed to do business in the state
where the Mortgaged Property is located. All such insurance policies contain a
standard mortgagee clause naming Countrywide, its successors and assigns as
mortgagee, and all premiums thereon have been paid. If, upon the origination of
the Mortgage Loan, the Mortgaged Property was, or was subsequently deemed to be,
in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance has
been made available), a flood insurance policy that meets the requirements of
the current guidelines of the Federal Insurance Administration (or any successor
thereto) and conforms to the requirements of an Agency is in effect. The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance at
the Mortgagor's expense and, upon the failure of the Mortgagor to do so, the
holder of the Mortgage is authorized to maintain such insurance at the
Mortgagor's expense and to seek reimbursement herefore from the Mortgagor;
(g) COMPLIANCE WITH APPLICABLE LAW. Each Mortgage Loan,
including any Prepayment Charge or penalty in connection therewith, at the time
of origination complied in all material respects with applicable local, state
and federal laws, and any applicable ordinances, including truth in lending,
real estate settlement procedures, consumer credit protection, equal credit
opportunity, predatory and abusive lending and disclosure laws applicable to the
Mortgage Loan;
(h) NO RELEASE OF MORTGAGE. The Mortgage has not been
satisfied, canceled, subordinated, or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such
release, cancellation, subordination or rescission;
(i) ENFORCEABILITY OF MORTGAGE DOCUMENTS. The Mortgage
Note and the related Mortgage are genuine and each is the legal, valid and
binding obligation of the maker thereof, enforceable in accordance with its
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or similar laws;
(j) VALID FIRST OR SECOND LIEN. Each related Mortgage is
a valid, subsisting and enforceable First Lien (with respect to a First Lien
Mortgage Loan) or Second Lien (with respect to a Second Lien Mortgage Loan) on
the related Mortgaged Property, including all improvements on the Mortgaged
Property. The lien of the Mortgage is subject only to:
(i) the lien of current real property taxes and
assessments not yet due and payable;
(ii) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as
of the date of recording that are acceptable to mortgage
lending institutions generally and specifically referred to in
the lender's title insurance policy delivered to the
originator of the Mortgage Loan and that do not adversely
affect the Appraised Value (as evidenced by an appraisal
referred to in such definition) of the Mortgaged Property set
forth in such appraisal;
(iii) with respect to a Second Lien Mortgage Loan
only, the lien of the first mortgage on the Mortgaged
Property; and
(iv) other matters to which like properties are
commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the
related Mortgaged Property;
(k) DISBURSEMENTS OF PROCEEDS. The proceeds of the
Mortgage Loan have been fully disbursed, and there is no requirement for future
advances thereunder, and any and all requirements as to completion of any
on-site or off-site improvement and as to disbursements of any escrow funds
herefore have been complied with. All costs, fees and expenses incurred in
making or closing the Mortgage Loan and recording the Mortgage were paid, and
the Mortgagor is not entitled to any refund of any amounts paid or due under the
Mortgage Note or Mortgage;
(l) SOLE OWNER. Countrywide is the sole owner and holder
of the Mortgage Loan. The Mortgage Loan is not assigned or pledged, and
Countrywide has good and marketable title thereto, and has full right to
transfer and sell the Mortgage Loan to the Purchaser free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest and has
full right and authority subject to no interest or participation of, or
agreement with, any other party, to sell and assign each Mortgage Loan pursuant
to the terms of this Agreement;
(m) TITLE INSURANCE. Each Mortgage Loan that is a First
Lien Mortgage Loan and each Mortgage Loan that is a Second Lien Mortgage Loan
with an original principal balance greater than $100,000, in either case, is
covered by a lender's title insurance policy acceptable to an Agency, issued by
a title insurer acceptable to an Agency and qualified to do business in the
jurisdiction where the related Mortgaged Property is located, insuring (subject
to the exceptions contained in Section 3.02(j)(i), (ii) and (iii) above)
Countrywide, its successors and assigns as to the first or second priority lien
of the Mortgage, as applicable. Additionally, such lender's title insurance
policy affirmatively insures ingress and egress, and against encroachments by or
upon the Mortgaged Property or any interest therein. With respect to any
Adjustable Rate Mortgage Loan, such title insurance policy insures against any
loss by reason of the invalidity or unenforceability of the lien resulting from
the provisions of the Mortgage Note providing for adjustment of the Mortgage
Interest Rate and Monthly Payment. Countrywide is the sole insured of such
lender's title insurance policy, and such lender's title insurance policy is in
full force and effect and will be in full force and effect upon the consummation
of the transactions contemplated by this Agreement. No claims have been made
under such lender's title insurance policy, and no prior holder of the related
Mortgage, including Countrywide, has done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy;
(n) NO DEFAULT. There is no default, breach, violation or
event of acceleration existing under the Mortgage or the Mortgage Note and no
event which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or event of
acceleration, and Countrywide has not waived any default, breach, violation or
event of acceleration, and with respect to any Second Lien Mortgage Loan,
Countrywide has not received a written notice of default of any senior mortgage
loan related to the Mortgaged Property which has not been cured;
(o) NO MECHANICS' LIENS. There are no mechanics' or
similar liens or claims which have been filed for work, labor or material (and
no rights are outstanding that under law could give rise to such lien) affecting
the related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage;
(p) ORIGINATION, SERVICING AND COLLECTION PRACTICES. The
origination, servicing and collection practices used by Countrywide with respect
to each Mortgage Note and Mortgage have been in all respects legal, proper,
prudent and customary in the mortgage origination and servicing business. With
respect to escrow deposits and Escrow Payments, if any, all such payments are in
the possession of, or under the control of, Countrywide and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments or
other charges or payments due Countrywide have been capitalized under any
Mortgage or the related Mortgage Note. With respect to Adjustable Rate Mortgage
Loans, all Mortgage Interest Rate adjustments have been made in strict
compliance with state and federal law and the terms of the related Mortgage
Note. Any interest required to be paid pursuant to state and local law has been
properly paid and credited;
(q) NO CONDEMNATION OR DAMAGE. The Mortgaged Property is
free of material damage and waste and there is no proceeding pending for the
total or partial condemnation thereof;
(r) CUSTOMARY AND ENFORCEABLE PROVISIONS. The Mortgage
contains customary and enforceable provisions such as to render the rights and
remedies of the holder thereof adequate for the realization against the
Mortgaged Property of the benefits of the security provided thereby including
(a) in the case of a Mortgage designated as a deed of trust, by trustee's sale,
and (b) otherwise by judicial foreclosure;
(s) COLLATERAL. The Mortgage Note is not and has not been
secured by any collateral except the lien of the corresponding Mortgage;
(t) APPRAISAL. Unless the Mortgage Loan was underwritten
pursuant to one of Countrywide's streamline documentation programs, the Credit
File contains an appraisal of the related Mortgaged Property signed prior to the
approval of the Mortgage Loan application by an appraiser who meets the minimum
requisite qualifications of an Agency for appraisers, duly appointed by the
originator, that had no interest, direct or indirect in the Mortgaged Property,
and whose compensation is not affected by the approval or disapproval of the
Mortgage Loan; the appraisal is in a form acceptable to an Agency, with such
riders as are acceptable to such Agency. All improvements which were considered
in determining the Appraised Value of the related Mortgaged Property lay wholly
within the boundaries and building restriction lines of the Mortgaged Property,
and no improvements on adjoining properties encroach upon the Mortgaged
Property. Each appraisal of the Mortgage Loan was made in accordance with the
relevant provisions of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989;
(u) TRUSTEE FOR DEED OF TRUST. In the event the Mortgage
constitutes a deed of trust, a trustee, duly qualified under applicable law to
serve as such, has been properly designated and currently so serves and is named
in the Mortgage, and no fees or expenses are or will
become payable by the Purchaser to the trustee under the deed of trust, except
in connection with a trustee's sale after default by the Mortgagor;
(v) PRIVATE MORTGAGE INSURANCE, FHA INSURANCE AND VA
GUARANTEES. Each Mortgage Loan, except a Second Lien Mortgage Loan or a Mortgage
Loan underwritten in accordance with sub-prime credit underwriting guidelines
(as any such Mortgage Loans may be identified in the Mortgage Loan Schedule),
with an LTV at origination in excess of eighty percent (80%) is and will be
subject to a PMI Policy, which insures that portion of the Mortgage Loan over
seventy-five percent (75%) of the Appraised Value of the related Mortgaged
Property. All provisions of such PMI Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due thereunder
have been paid. Any Mortgage subject to any such PMI Policy obligates the
Mortgagor thereunder to maintain such insurance and to pay all premiums and
charges in connection therewith or, in the case of a lender paid mortgage
insurance policy, the premiums and charges are included in the Mortgage Interest
Rate for the Mortgage Loan. Each Government Mortgage Loan either has, or will
have in due course, a valid and enforceable MIC or LGC, as applicable and, in
each case, all premiums due thereunder have been paid;
(w) LAWFULLY OCCUPIED. At origination, to the best of
Countrywide's knowledge as of the Closing Date, the Mortgaged Property is
lawfully occupied under applicable law. All inspections, licenses and
certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the same
including certificates of occupancy, have been made or obtained from the
appropriate authorities;
(x) ASSIGNMENT OF MORTGAGE. Except for the absence of
recording information, the Assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. The original Mortgage was or is being recorded
and, unless the Mortgage Loan is subject to the MERS System, all subsequent
assignments of the original Mortgage (other than the assignment to Purchaser)
have been recorded in the appropriate jurisdiction wherein such recordation is
necessary to perfect the lien thereof against creditors of Countrywide, or is in
the process of being recorded;
(y) CONSOLIDATION OF FUTURE ADVANCES. Any future advances
made to the Mortgagor prior to the Cut-off Date have been consolidated with the
outstanding principal amount secured by the Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment term.
The consolidated principal amount does not exceed the original principal amount
of the Mortgage Loan;
(z) FORM OF MORTGAGE NOTE AND MORTGAGE. The Mortgage Note
and Mortgage are on forms acceptable to an Agency;
(aa) SECTION 32 LOANS. No Mortgage Loan is (a) subject to
the provisions of the Homeownership and Equity Protection Act of 1994 as amended
("HOEPA"), (b) a "high cost" mortgage loan, "high risk" mortgage loan; "covered"
mortgage loan or "predatory" mortgage loan or a similarly classified mortgage
loan using different terminology under a law
imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and /or fees, no
matter how defined, under any federal, state or local law or ordinance,
including, without limitation, Section 6-L of the New York Banking Law or (c)
subject to any comparable federal, state or local statutes or regulations,
including, without limitation, the provisions of the Georgia Fair Lending Act or
any other statute or regulation providing assignee liability to holders of such
mortgage loans;
(bb) ORIGINATOR SUPERVISION. The Mortgage Loan was
originated by Countrywide or by a savings bank, a commercial bank or similar
banking institution which is supervised and examined by a federal or state
authority, or by a mortgagee approved as such by the Secretary of HUD;
(cc) FORECLOSURE; BANKRUPTCY. The Mortgaged Property has
not been subject to any bankruptcy proceeding or foreclosure proceeding and the
Mortgagor has not filed for protection under applicable bankruptcy laws. There
is no homestead or other exemption available to the Mortgagor which would
interfere with the right to sell the Mortgaged Property at a trustee's sale or
the right to foreclose the Mortgage. Countrywide has no knowledge of any relief
requested or allowed to the Mortgagor under the Soldiers and Sailors Civil
Relief Act of 1940;
(dd) PAYMENT SOURCE; BUYDOWN. No Mortgage contains
provisions pursuant to which Monthly Payments are (a) paid or partially paid
with funds deposited in any separate account established by the Seller, the
Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any source other
than the Mortgagor or (c) contains any other similar provisions which may
constitute a "buydown" provision. The Mortgage Loan is not a graduated payment
mortgage loan and the Mortgage Loan does not have a shared appreciation or other
contingent interest feature;
(ee) CONSTRUCTION; EXCHANGE. No Mortgage Loan was made
solely in connection with (a) the construction or rehabilitation of a Mortgaged
Property or (b) facilitating the trade-in or exchange of a Mortgaged Property.
(ff) INVESTMENT. Countrywide has no knowledge of any
circumstances or condition with respect to the Mortgage, the Mortgaged Property,
the Mortgagor, or the Mortgagor's credit standing that can reasonably be
expected to cause the Mortgage Loan to be an unacceptable investment, cause the
Mortgage Loan to become delinquent, or materially and adversely affect the value
of the Mortgage Loan.
(gg) ACCRUAL METHOD. Interest on each Mortgage Loan is
calculated on the basis of a 360-day year consisting of twelve 30-day months;
and
(hh) LENDING PRACTICES. No predatory, abusive or deceptive
lending practices, including, but not limited to, the extension of credit to the
Mortgagor without regard for the Mortgagor's ability to repay the Mortgage Loan
and the extension of credit to the Mortgagor which has no apparent benefit to
the Mortgagor, were employed by the originator of the Mortgage Loan in
connection with the origination of the Mortgage Loan;
(ii) PREPAYMENT CHARGES. Each Prepayment Charge or penalty
with respect to any Mortgage Loan is permissible, enforceable and collectible
under applicable federal, state and local law;
(jj) NO ADVERSE SELECTION. The Mortgage Loans were not
selected from the outstanding one to four-family mortgage loans in Countrywide's
portfolio at the related Closing Date as to which the representations and
warranties set forth in this Agreement could be made in a manner so as to affect
adversely the interests of the Purchaser;
(kk) DUE ON SALE. The Mortgage contains an enforceable
provision for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan in the event that the Mortgaged Property is sold or
transferred without the prior written consent of the Mortgagee thereunder;
(ll) LEGAL CAPACITY. To the best of Countrywide's
knowledge, all parties to the Mortgage Note and the Mortgage had legal capacity
to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and
the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly
executed by such parties. The Mortgagor is a natural person;
(mm) DOING BUSINESS. Countrywide is, and to the best of
Countrywide's knowledge, all parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, hereof or otherwise, are (or, during the
period in which they held and disposed of such interest, were) in compliance
with any and all applicable "doing business" and licensing requirements of the
laws of the state wherein the Mortgaged Property is located;
(nn) INTEREST RATES; AMORTIZATION. Except for a Mortgage
Loan, the Monthly Payment of which consists of interest only for a specified
period of time (and which Mortgage Loan is identified on the Mortgage Loan
Schedule), principal payments on the Mortgage Loan commenced no more than sixty
days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan
bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan
other than an interest-only Mortgage Loan or Balloon Mortgage Loan, the Mortgage
Note is payable on the first day of each month in Monthly Payments, which, in
the case of a Fixed Rate Mortgage Loan, is sufficient to fully amortize the
original principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate, and, in the case of an Adjustable Rate
Mortgage Loan, is changed on each Adjustment Date and is sufficient to fully
amortize the original principal balance over the original term thereof and to
pay interest at the related Mortgage Interest Rate. With respect to each
Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only
Mortgage Loan, the interest-only period shall not exceed the period specified on
the Mortgage Loan Schedule and, following the expiration of such interest-only
period, the remaining Monthly Payments shall be sufficient to fully amortize the
original principal balance over the remaining term of the Mortgage Loan. With
respect to each Balloon Mortgage Loan, the Mortgage Note requires Monthly
Payments sufficient to fully amortize the original principal balance over the
original term thereof and to pay interest at the related Mortgage Interest Rate
but requires a final Monthly Payment which is substantially greater than the
penultimate Monthly Payment and sufficient to repay the remaining unpaid
principal balance of the Balloon Mortgage Loan on the Due Date of such final
Monthly Payment;
(oo) UNDERWRITING STANDARDS. The Mortgage Loan was
underwritten in accordance with the underwriting standards of Countrywide in
effect at the time the Mortgage Loan was originated;
(pp) DISCLOSURES. The Mortgagor has received all
disclosure materials required by applicable law with respect to the making of
fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
(qq) NO FRAUD. No error, omission, misrepresentation,
fraud or similar occurrence with respect to a Mortgage Loan has taken place on
the part of Countrywide or, to the best of Countrywide's knowledge, any other
person, including without limitation the Mortgagor, any appraiser, any builder
or developer, or any other party involved in the origination of the Mortgage
Loan or in the application of any insurance in relation to such Mortgage Loan;
(rr) CONDOMINIUMS; PLANNED UNIT DEVELOPMENTS. If the
Residential Dwelling on the Mortgaged Property is a condominium unit or a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of FNMA and FHLMC;
(ss) NO CREDIT LIFE. No Mortgagor was required to purchase
any credit life, disability, accident or health insurance product as a condition
of obtaining the extension of credit. No proceeds from any Mortgage Loan were
used to purchase single premium credit insurance policies as a condition to
closing such Mortgage Loan;
(tt) DISCLOSURE OF FEES AND CHARGES. All fees and charges
(including finance charges), whether or not financed, assessed, collected or to
be collected in connection with the origination and servicing of a Mortgage
Loan, have been disclosed in writing to the Mortgagor in accordance with
applicable state and federal law and regulation;
(uu) COMPLIANCE WITH CONSUMER CREDIT STATUTES. The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine,
Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly
licensed entity, and in all other respects, complies with all of the material
requirements of any such applicable laws;
(vv) NO COOPS, COMMERCIAL PROPERTY OR MOBILE HOMES. No
Mortgage Loan is secured by cooperative housing, commercial property or mixed
use property, and no Mortgage Loan is a manufactured or mobile home;
(ww) FAIR CREDIT REPORTING. Countrywide has fully
furnished and will continue to furnish, in accordance with the Fair Credit
Reporting Act and its implementing regulations (the "FCRA"), accurate and
complete information (i.e., favorable and unfavorable) on its Mortgagor credit
files to Equifax, Experian, and Trans Union Credit Information Company (three of
the credit repositories), on a monthly basis, and will fully furnish, in
accordance with the FCRA, accurate and complete information (i.e., favorable and
unfavorable) on its mortgagor
credit files to Equifax, Experian, and Trans Union Credit Information Company,
on a monthly basis;
(xx) PRIVACY. With regard to each Mortgagor, Countrywide
shall at all times comply with all laws and regulations regarding use,
disclosure and safeguarding of any and all customer information, including
without limitation the Gramm Xxxxx Xxxxxx Act, the Fair Credit Reporting Act and
Regulation P. Countrywide has implemented or will implement appropriate measures
designed to meet the objectives of the Interagency Guidelines Establishing
Standards for Safeguarding Customer Information, 12 CFR Part 30 Appendix B, and
has been and continues to be engaged in reviewing its information security
program, training of staff, and testing of controls, systems and procedures as
required by those guidelines;
(yy) ANTI-MONEY LAUNDERING LAWS. Countrywide has complied
with all applicable anti-money laundering laws and regulations, including
without limitation the USA Patriot Act of 2001 (collectively, the "Anti-Money
Laundering Laws"); Countrywide has established an anti-money laundering
compliance program as required by the Anti-Money Laundering Laws, has conducted
the requisite due diligence in connection with the origination of each Mortgage
Loan for purposes of the Anti-Money Laundering Laws, including with respect to
the legitimacy of the applicable Mortgagor and the origin of the assets used by
the said Mortgagor to purchase the property in question, and maintains, and will
maintain, sufficient information to identify the applicable Mortgagor for
purposes of the Anti-Money Laundering Laws;
(zz) OFAC. No Mortgage Loan is subject to nullification
pursuant to Executive Order 13224, an no Mortgagor is subject to the provisions
of such Executive Order;
(aaa) MOM LOANS; ASSIGNMENTS. With respect to each MOM
Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the
Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly
and properly recorded, or has been delivered for recording to the applicable
recording office;
(bbb) MOM LOANS; NO NOTICES OF LIENS. With respect to each
MOM Loan, Countrywide has not received any notice of liens or legal actions with
respect to such Mortgage Loan and no such notices have been electronically
posted by MERS;
(ccc) The Mortgage Note (or lost note affidavit with market
standard indemnification), the Mortgage, the assignment of Mortgage and any
other documents required to be delivered with respect to each Mortgage Loan have
been delivered to the Purchaser all in compliance with the specific requirements
of this Agreement. With respect to each Mortgage Loan, Countrywide is in
possession of a complete Credit File except for such documents as have been
delivered to the Purchaser or as otherwise permitted under this Agreement. No
more than 2% of the related Mortgage Loan Package may consist of lost note
affidavits in lieu of Mortgage Notes; and
(ddd) Immediately prior to the payment of the Purchase
Price for each Mortgage Loan, Countrywide was the owner of the related Mortgage
and the indebtedness evidenced by the related Mortgage Note and upon the payment
of the Purchase Price by the Purchaser, in the
event that Countrywide or one of its affiliates retains record title,
Countrywide or such affiliate shall retain such record title to each Mortgage,
each related Mortgage Note and the related Mortgage Files with respect thereto
in trust for the Purchaser as the owner thereof and only for the purpose of
servicing and supervising or facilitating the servicing of each Mortgage Loan.
EXHIBIT B
REPRESENTATION AND WARRANTIES WITH RESPECT TO THE QUICKEN MORTGAGE LOANS
Except for "Mortgage Loans", which shall mean the Quicken Mortgage
Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit
C shall have the meanings ascribed to them in the Quicken Servicing Agreement.
(a) The information set forth in the related Mortgage
Loan Schedule is complete, true and correct;
(b) The Mortgage Loan is in compliance with all
requirements set forth in the related Confirmation, and the characteristics of
the related Mortgage Loan Package as set forth in the related Confirmation are
true and correct;
(c) All payments required to be made up to the close of
business on the Closing Date for such Mortgage Loan under the terms of the
Mortgage Note have been made. The Seller has not advanced funds, or induced,
solicited or knowingly received any advance of funds from a party other than the
owner of the related Mortgaged Property, directly or indirectly, for the payment
of any amount required by the Mortgage Note or Mortgage; and there has been no
delinquency, exclusive of any period of grace, in any payment by the Mortgagor
thereunder since the origination of the Mortgage Loan;
(d) There are no delinquent taxes, ground rents, water
charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments or other outstanding
charges affecting the related Mortgaged Property;
(e) The terms of the Mortgage Note and the Mortgage have
not been impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office or registered
with the MERS System if necessary to maintain the lien priority of the Mortgage,
and which have been delivered to the Purchaser or its designee; the substance of
any such waiver, alteration or modification has been approved by the title
insurer, to the extent required by the related policy, and is reflected on the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in whole or
in part, except in connection with an assumption agreement approved by the title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Purchaser or its designee and the terms of which are
reflected in the related Mortgage Loan Schedule;
(f) The Mortgage Note and the Mortgage are not subject to
any right of rescission, set-off, counterclaim or defense, including the defense
of usury, nor will the operation of any of the terms of the Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto. Each Prepayment Charge or penalty with respect to any Mortgage
Loan is permissible, enforceable and collectible under applicable federal, state
and local law;
(g) All buildings upon the Mortgaged Property are insured
by an insurer acceptable to FNMA or FHLMC against loss by fire, hazards of
extended coverage and such other hazards as are customary in the area where the
Mortgaged Property is located, pursuant to insurance policies conforming to the
requirements of FNMA or FHLMC. All such insurance policies contain a standard
mortgagee clause naming the Seller, its successors and assigns as mortgagee and
all premiums thereon have been paid. If the Mortgaged Property is in an area
identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
is in effect which policy conforms to the requirements of FNMA or FHLMC. The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance at
the Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
cost and expense and to seek reimbursement therefor from the Mortgagor;
(h) Any and all requirements of any federal, state or
local law including, without limitation, usury, truth in lending, real estate
settlement procedures, predatory and abusive lending, consumer credit
protection, equal credit opportunity, fair housing or disclosure laws applicable
to the origination and servicing of mortgage loans of a type similar to the
Mortgage Loans have been complied with;
(i) The Mortgage has not been satisfied, cancelled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or in part, nor has
any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;
(j) The Mortgage is a valid, existing and enforceable
first or second (as indicated on the Mortgage Loan Schedule) lien on the
Mortgaged Property, including all improvements on the Mortgaged Property subject
only to (a) the lien of current real property taxes and assessments not yet due
and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender's title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value of
the Mortgaged Property, (c) to the extent the Mortgage Loan is a second lien
Mortgage Loan, the related first lien on the Mortgaged Property; and (d) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes and
creates a valid, existing and enforceable first or second (as indicated on the
Mortgage Loan Schedule) lien and first or second (as indicated on the Mortgage
Loan Schedule) priority security interest on the property described therein and
the Seller has full right to sell and assign the same to the Purchaser. The
Mortgaged Property was not, as of the date of origination of the Mortgage Loan,
subject to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of the Mortgage;
(k) The Mortgage Note and the related Mortgage are
genuine and each is the legal, valid and binding obligation of the maker
thereof, enforceable in accordance with its terms except as such enforcement may
be limited by bankruptcy;
(l) All parties to the Mortgage Note and the Mortgage had
legal capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been
duly and properly executed by such parties. The Mortgagor is a natural person;
(m) The proceeds of the Mortgage Loan have been fully
disbursed to or for the account of the Mortgagor and there is no obligation for
the Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvement and as to
disbursements of any escrow funds therefor have been complied with. All costs,
fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage have been paid, and the Mortgagor is not entitled to
any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage
Note or Mortgage;
(n) The Seller is the sole legal, beneficial and
equitable owner of the Mortgage Note and the Mortgage and has full right to
transfer and sell the Mortgage Loan to the Purchaser free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest;
(o) All parties which have had any interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) in
material compliance with any and all applicable "doing business" and licensing
requirements of the laws of the state wherein the Mortgaged Property is located
(or were otherwise exempt from such requirements under applicable law);
(p) The Mortgage Loan is covered by an American Land
Title Association ("ALTA") lender's title insurance policy (which, in the case
of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement
in the form of ALTA 6.0 or 6.1) acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (x)(a) and (b) above) the Seller, its successors and
assigns as to the first or second (as indicated on the Mortgage Loan Schedule)
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan and, with respect to any Adjustable Rate Mortgage Loan, against any loss by
reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment in the Mortgage Interest
Rate and Monthly Payment. Additionally, such lender's title insurance policy
affirmatively insures ingress and egress to and from the Mortgaged Property, and
against encroachments by or upon the Mortgaged Property or any interest therein.
The Seller is the sole insured of such lender's title insurance policy, and such
lender's title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such lender's title
insurance policy;
(q) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration, and the Seller has not waived any default, breach, violation or
event of acceleration. With respect to each second lien mortgage loan (i) the
first lien mortgage loan is in full force and effect, (ii) there is no default,
breach, violation or event of acceleration existing under such first lien
mortgage or the related mortgage note, (iii) no event which, with the passage of
time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration thereunder, and
either (A) the first lien mortgage contains a provision which allows or (B)
applicable law requires, the mortgagee under the second lien Mortgage Loan to
receive notice of, and affords such mortgagee an opportunity to cure any default
by payment in full or otherwise under the first lien mortgage;
(r) There are no mechanics' or similar liens or claims
which have been filed for work, labor or material (and no rights are outstanding
that under law could give rise to such lien) affecting the related Mortgaged
Property which are or may be liens prior to, or equal or coordinate with, the
lien of the related Mortgage;
(s) All improvements which were considered in determining
the Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and no
improvements on adjoining properties encroach upon the Mortgaged Property;
(t) As of the origination of the Mortgage Loan, no
improvement located on the Mortgaged Property was in violation of any applicable
zoning or subdivision laws or ordinances;
(u) The Mortgage Loan was originated by the Seller or by
a savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a
federal or state authority, or by a mortgagee approved as such by the Secretary
of HUD pursuant to Section 203 and 211 of the National Housing Act;
(v) Principal payments on the Mortgage Loan commenced no
more than sixty days after the proceeds of the Mortgage Loan were disbursed. The
Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each
Mortgage Loan, the Mortgage Note is payable on the first day of each month in
Monthly Payments, which, other than with respect to a Balloon Mortgage Loan, in
the case of a Fixed Rate Mortgage Loans, are sufficient to fully amortize the
original principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate, and, in the case of an Adjustable Rate
Mortgage Loan, are changed on each Adjustment Date, and in any case, are
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Interest Rate. The
Index for each Adjustable Rate Mortgage Loan is as defined in the related
Confirmation. With respect to each Balloon Mortgage Loan, the Mortgage Note
requires a monthly payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate and requires a final Monthly Payment
substantially greater than the preceding monthly payment which is sufficient
to repay the remained unpaid principal balance of the Balloon Mortgage Loan as
of the Due Date of such monthly payment. The Mortgage Note does not permit
negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;
(w) The origination and collection practices used by the
Seller with respect to each Mortgage Note and Mortgage have been in all respects
legal, proper, prudent and customary in the mortgage origination and servicing
industry. The Mortgage Loan has been serviced by the Seller and any predecessor
servicer in accordance with the terms of the Mortgage Note. With respect to
escrow deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments or
other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property which
has not been completed;
(x) The Mortgaged Property is in good repair and is free
of damage and waste and there is no proceeding pending for the total or partial
condemnation thereof;
(y) The Mortgage and related Mortgage Note contain
customary and enforceable provisions such as to render the rights and remedies
of the holder thereof adequate for the realization against the Mortgaged
Property of the benefits of the security provided thereby, including, (a) in the
case of a Mortgage designated as a deed of trust, by trustee's sale, and (b)
otherwise by judicial foreclosure. The Mortgaged Property has not been subject
to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
filed for protection under applicable bankruptcy laws. There is no homestead or
other exemption available to the Mortgagor which would interfere with the right
to sell the Mortgaged Property at a trustee's sale or the right to foreclose the
Mortgage. The Mortgagor has not notified the Seller and the Seller has no
knowledge of any relief requested or allowed to the Mortgagor under the
Servicemembers' Civil Relief Act;
(z) The Mortgage Loan was underwritten in accordance with
the underwriting standards of the Seller in effect at the time the Mortgage Loan
was originated which underwriting standards satisfy the standards of FNMA or
FHLMC; and the Mortgage Note and Mortgage are on forms acceptable to FNMA or
FHLMC;
(aa) The Mortgage Note is not and has not been secured by
any collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (xi) above;
(bb) The Mortgage File contains an appraisal of the
related Mortgaged Property which satisfied the standards of FNMA or FHLMC, was
on appraisal form 1004 or form 2055 with an interior inspection with respect to
each first lien Mortgage Loan, and on appraisal form 704, 2065 or 2055 with an
exterior inspection with respect to each second lien Mortgage Loan, and was made
and signed, prior to the approval of the Mortgage Loan application, by a
qualified appraiser, duly appointed by the Seller, who had no interest, direct
or indirect in the Mortgaged Property or in any loan made on the security
thereof, whose compensation is not affected by the approval or disapproval of
the Mortgage Loan and who met the minimum qualifications of
FNMA or FHLMC. Each appraisal of the Mortgage Loan was made in accordance with
the relevant provisions of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989;
(cc) In the event the Mortgage constitutes a deed of
trust, a trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in the Mortgage, and no
fees or expenses are or will become payable by the Purchaser to the trustee
under the deed of trust, except in connection with a trustee's sale after
default by the Mortgagor;
(dd) No Mortgage Loan contains provisions pursuant to
which Monthly Payments are (a) paid or partially paid with funds deposited in
any separate account established by the Seller, the Mortgagor, or anyone on
behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c)
contains any other similar provisions which may constitute a "buydown"
provision. The Mortgage Loan is not a graduated payment mortgage loan and the
Mortgage Loan does not have a shared appreciation or other contingent interest
feature;
(ee) The Mortgagor has executed a statement to the effect
that the Mortgagor has received all disclosure materials required by applicable
law with respect to the making of fixed rate mortgage loans in the case of Fixed
Rate Mortgage Loans, and adjustable rate mortgage loans in the case of
Adjustable Rate Mortgage Loans and rescission materials with respect to
Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage
File;
(ff) No Mortgage Loan was made in connection with (a) the
construction or rehabilitation of a Mortgaged Property or (b) facilitating the
trade-in or exchange of a Mortgaged Property;
(gg) The Seller has no knowledge of any circumstances or
condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or
the Mortgagor's credit standing that can reasonably be expected to cause the
Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to
become delinquent, or adversely affect the value of the Mortgage Loan;
(hh) No Mortgage Loan had an LTV or a CLTV at origination
in excess of 100%. Each Mortgage Loan with an LTV or CLTV at origination in
excess of 80% is and will be subject to a Primary Insurance Policy, issued by a
Qualified Insurer, which insures that portion of the Mortgage Loan in excess of
the portion of the Appraised Value of the Mortgaged Property required by FNMA.
All provisions of such Primary Insurance Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due thereunder
have been paid. Any Mortgage subject to any such Primary Insurance Policy
obligates the Mortgagor thereunder to maintain such insurance and to pay all
premiums and charges in connection therewith. The Mortgage Interest Rate for the
Mortgage Loan does not include any such insurance premium;
(ii) The Mortgaged Property is, to the best of the
Seller's knowledge, lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or
issued with respect to all occupied portions of the Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy, have been made or obtained from the appropriate
authorities;
(jj) No error, omission, misrepresentation, negligence,
fraud or similar occurrence with respect to a Mortgage Loan has taken place on
the part of any person, including without limitation the Mortgagor, any
appraiser, any builder or developer, or any other party involved in the
origination of the Mortgage Loan or in the application of any insurance in
relation to such Mortgage Loan;
(kk) For each Mortgage Loan that is not a MOM Loan, the
Assignment of Mortgage is in recordable form except for the name of the assignee
which is blank and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located. The original Mortgage
was or is being recorded and, unless the Mortgage Loan is subject to the MERS
System, all subsequent assignments of the original Mortgage (other than the
assignment to Purchaser) have been recorded in the appropriate jurisdiction
wherein such recordation is necessary to perfect the lien thereof against
creditors of Seller, or is in the process of being recorded.
(ll) Any principal advances made to the Mortgagor prior to
the Cut-off Date have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having first
or second lien priority by a title insurance policy or an endorsement to the
policy insuring the mortgagee's consolidated interest. The consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;
(mm) Unless otherwise set forth on the related Mortgage
Loan Schedule, no Mortgage Loan has a balloon payment feature;
(nn) If the Residential Dwelling on the Mortgaged Property
is a condominium unit or a unit in a planned unit development (other than a de
minimis planned unit development) such condominium or planned unit development
project meets the eligibility requirements of FNMA or FHLMC;
(oo) The source of the down payment with respect to each
Mortgage Loan has been fully verified by the Seller;
(pp) Interest on each Mortgage Loan is calculated on the
basis of a 360 day year consisting of twelve 30 day months;
(qq) The Mortgaged Property is in material compliance with
all applicable environmental laws pertaining to environmental hazards including,
without limitation, asbestos, and neither the Seller nor, to the Seller's
knowledge, the related Mortgagor, has received any notice of any violation or
potential violation of such law;
(rr) Seller shall, at its own expense, cause each Mortgage
Loan to be covered by a Tax Service Contract which is assignable to the
Purchaser or its designee; provided
however, that if the Seller fails to purchase such Tax Service Contract, the
Seller shall be required to reimburse the Purchaser for all costs and expenses
incurred by the Purchaser in connection with the purchase of any such Tax
Service Contract;
(ss) Each Mortgage Loan is covered by a Flood Zone Service
Contract which is assignable to the Purchaser or its designee or, for each
Mortgage Loan not covered by such Flood Zone Service Contract, the Seller agrees
to purchase such Flood Zone Service Contract;
(tt) No Mortgage Loan is (a) subject to the provisions of
the Homeownership and Equity Protection Act of 1994 as amended ("HOEPA"), (b) a
"high cost" mortgage loan, "covered" mortgage loan or "predatory" mortgage loan
or any other comparable term, no matter how defined under any federal, state or
local law, (c) subject to any comparable federal, state or local statutes or
regulations, or any other statute or regulation providing for heightened
regulatory scrutiny or assignee liability to holders of such mortgage loans, or
(d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined
in the current Standard & Poor's LEVELS(R) Glossary Revised, Appendix E);
(uu) No predatory or deceptive lending practices,
including but not limited to, the extension of credit to a mortgagor without
regard for the mortgagor's ability to repay the Mortgage Loan and the extension
of credit to a mortgagor which has no apparent benefit to the mortgagor, were
employed in connection with the origination of the Mortgage Loan. Each Mortgage
Loan is in compliance with the anti-predatory lending eligibility for purchase
requirements of the FNMA Guides;
(vv) The debt-to-income ratio of the related Mortgagor was
not greater than 60% at the origination of the related Mortgage Loan;
(ww) No Mortgagor was required to purchase any credit
life, disability, accident or health insurance product as a condition of
obtaining the extension of credit. No Mortgagor obtained a prepaid single
premium credit life, disability, accident or health insurance policy in
connection with the origination of the Mortgage Loan. No proceeds from any
Mortgage Loan were used to purchase single premium credit insurance policies as
part of the origination of, or as a condition to closing, such Mortgage Loan;
(xx) The Mortgage Loans were not selected from the
outstanding one to four-family mortgage loans in the Seller's portfolio at the
related Closing Date as to which the representations and warranties set forth in
this Agreement could be made in a manner so as to affect adversely the interests
of the Purchaser;
(yy) The Mortgage contains an enforceable provision for
the acceleration of the payment of the unpaid principal balance of the Mortgage
Loan in the event that the Mortgaged Property is sold or transferred without the
prior written consent of the mortgagee thereunder;
(zz) The Mortgage Loan complies with all applicable
consumer credit statutes and regulations, including, without limitation, the
respective Uniform Consumer Credit Code laws in effect in Colorado, Idaho,
Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming (to the
extent that the related Mortgaged Property is located in such state),
has been originated by a properly licensed entity, and in all other respects,
complies with all of the material requirements of any such applicable laws;
(aaa) The information set forth in the Prepayment Charge
Schedule is complete, true and correct in all material respects and each
Prepayment Charge is permissible, enforceable and collectable under applicable
federal and state law;
(bbb) The Mortgage Loan was not prepaid in full prior to
the Closing Date and the Seller has not received notification from a Mortgagor
that a prepayment in full shall be made after the Closing Date;
(ccc) No Mortgage Loan is secured by cooperative housing,
commercial property, mobile homes, manufactured housing or mixed use property;
(ddd) Except as set forth on the related Mortgage Loan
Schedule, none of the Mortgage Loans are subject to a Prepayment Charge. For any
Mortgage Loan originated prior to October 1, 2002 that is subject to a
Prepayment Charge, such Prepayment Charge does not extend beyond five years
after the date of origination. For any Mortgage Loan originated on or following
October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge
does not extend beyond three years after the date of origination. With respect
to any Mortgage Loan that contains a provision permitting imposition of a
Prepayment Charge upon a prepayment prior to maturity: (i) prior to the Mortgage
Loan's origination, the Mortgagor agreed to such Prepayment Charge in exchange
for a monetary benefit, including but not limited to a rate or fee reduction,
(ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the
option of obtaining a Mortgage Loan that did not require payment of such a
Prepayment Charge, (iii) the Prepayment Charge is disclosed to the Mortgagor in
the loan documents pursuant to applicable state and federal law, (v) for
Mortgage Loans originated on or after September 1, 2004, the duration of the
Prepayment Period shall not exceed three (3) years from the date of the Mortgage
Note, unless the Mortgage Loan was modified to reduce the prepayment period to
no more than three years from the date of the Mortgage Note and the Mortgagor
was notified in writing of such reduction in prepayment period, and (v)
notwithstanding any state or federal law to the contrary, the Seller shall not
impose such Prepayment Charge in any instance when the mortgage debt is
accelerated as the result of the Mortgagor's default in making the loan
payments;
(eee) The Seller has complied with all applicable
anti-money laundering laws and regulations, including without limitation the USA
Patriot Act of 2001 (collectively, the "Anti-Money Laundering Laws"); the Seller
has established an anti-money laundering compliance program as required by the
Anti-Money Laundering Laws, has conducted the requisite due diligence in
connection with the origination of each Mortgage Loan for purposes of the
Anti-Money Laundering Laws, including with respect to the legitimacy of the
applicable Mortgagor and the origin of the assets used by the said Mortgagor to
purchase the property in question, and maintains, and will maintain, sufficient
information to identify the applicable Mortgagor for purposes of the Anti-Money
Laundering Laws. No Mortgage Loan is subject to nullification pursuant to
Executive Order 13224 (the "Executive Order") or the regulations promulgated by
the Office of Foreign Assets Control of the United States Department of the
Treasury (the "OFAC Regulations") or in violation of the Executive Order or the
OFAC
Regulations, and no Mortgagor is subject to the provisions of such Executive
Order or the OFAC Regulations nor listed as a "blocked person" for purposes of
the OFAC Regulations;
(fff) No Mortgage Loan is secured by real property or
secured by a manufactured home located in the state of Georgia unless (x) such
Mortgage Loan was originated prior to October 1, 2002 or after March 6, 2003, or
(y) the property securing the Mortgage Loan is not, nor will be, occupied by the
Mortgagor as the Mortgagor's principal dwelling. No Mortgage Loan is a "High
Cost Home Loan" as defined in the Georgia Fair Lending Act, as amended (the
"Georgia Act") or the New York Banking Law 6-1. Each Mortgage Loan that is a
"Home Loan" under the Georgia Act complies with all applicable provisions of the
Georgia Act. No Mortgage Loan secured by owner occupied real property or an
owner occupied manufactured home located in the State of Georgia was originated
(or modified) on or after October 1, 2002 through and including March 6, 2003;
(ggg) No Mortgagor was encouraged or required to select a
Mortgage Loan product offered by the Mortgage Loan's originator which is a
higher cost product designed for less creditworthy borrowers, unless at the time
of the Mortgage Loan's origination, such Mortgagor did not qualify taking into
account credit history and debt to income ratios for a lower cost credit product
then offered by the Mortgage Loan's originator or any affiliate of the Mortgage
Loan's originator. If, at the time of loan application, the Mortgagor may have
qualified for a for a lower cost credit product then offered by any mortgage
lending affiliate of the Mortgage Loan's originator, the Mortgage Loan's
originator referred the Mortgagor's application to such affiliate for
underwriting consideration;
(hhh) The methodology used in underwriting the extension of
credit for each Mortgage Loan employs objective mathematical principles which
relate the Mortgagor's income, assets and liabilities to the proposed payment
and such underwriting methodology does not rely on the extent of the Mortgagor's
equity in the collateral as the principal determining factor in approving such
credit extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the Mortgagor had a reasonable ability to
make timely payments on the Mortgage Loan;
(iii) With respect to each Mortgage Loan, the Seller has
fully and accurately furnished complete information on the related borrower
credit files to Equifax, Experian and Trans Union Credit Information Company, in
accordance with the Fair Credit Reporting Act and its implementing regulations,
on a monthly basis and the Seller for each Loan will furnish, in accordance with
the Fair Credit Reporting Act and its implementing regulations, accurate and
complete information on its borrower credit files to Equifax, Experian, and
Trans Union Credit Information Company, on a monthly basis;
(jjj) All points and fees related to each Mortgage Loan
were disclosed in writing to the related Borrower in accordance with applicable
state and federal law and regulation. Except in the case of a Mortgage Loan in
an original principal amount of less than $60,000 which would have resulted in
an unprofitable origination, no related Borrower was charged "points and fees"
(whether or not financed) in an amount greater than 5% of the principal amount
of such loan, such 5% limitation is calculated in accordance with Xxxxxx Mae's
anti-predatory lending requirements as set forth in the Xxxxxx Mae Selling
Guide;
(kkk) All fees and charges (including finance charges) and
whether or not financed, assessed, collected or to be collected in connection
with the origination and servicing of each Mortgage Loan has been disclosed in
writing to the Mortgagor in accordance with applicable state and federal law and
regulation;
(lll) The Seller will transmit full-file credit reporting
data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 95-19 and
for each Mortgage Loan, Seller agrees it shall report one of the following
statuses each month as follows: new origination, current, delinquent (30-, 60-,
90-days, etc.), foreclosed, or charged-off;
(mmm) No Mortgage Loan is a "High Cost Home Loan" as
defined in the Arkansas Home Loan Protection Act effective October 16, 2003 (Act
1340 or 2003);
(nnn) No Mortgage Loan is a "High Cost Home Loan" as
defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev.
Stat. Section 360.100);
(ooo) No Mortgage Loan secured by property located in the
State of Nevada is a "home loan" as defined in the Nevada Assembly Xxxx No. 284;
(ppp) No Mortgage Loan is a "manufactured housing loan" or
"home improvement home loan" pursuant to the New Jersey Home Ownership Act. No
Mortgage Loan is a "High-Cost Home Loan" or a refinanced "Covered Home Loan," in
each case, as defined in the New Jersey Home Ownership Act effective November
27, 2003 (N.J.S.A. 46;10B-22 et seq.);
(qqq) Each Mortgage Loan constitutes a "qualified mortgage"
under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1);
(rrr) No Mortgage Loan is a subsection 10 mortgage under
the Oklahoma Home Ownership and Equity protection Act;
(sss) No Mortgage Loan is a "High-Cost Home Loan" as
defined in the New Mexico Home Loan Protection Act effective January 1, 2004
(N.M. Stat. Xxx. xx.xx. 58-21A-1 et seq.);
(ttt) No Mortgage Loan is a "High-Risk Home Loan" as
defined in the Illinois High-Risk Home Loan Act effective January 1, 2004 (815
Ill. Comp. Stat. 137/1 et seq.);
(uuu) No Mortgage Loan originated in the City of Los
Angeles is subject to the City of Los Angeles California Ordinance 175008 as a
"home loan";
(vvv) No Mortgage Loan originated in the City of Oakland is
subject to the City of Oakland, California Ordinance 12361 as a "home loan";
(www) No Mortgage Loan is a "High-Cost Home Loan" as
defined under the Maine House Xxxx 383 X.X. 494, effective as of September 13,
2003;
(xxx) No Mortgage Loan is a "High-Cost Home Mortgage Loan"
as defined in the Massachusetts Predatory Home Loan Practices Act, effective
November 5, 2004 (Mass. Xxx. Laws Ch. 183C);
(yyy) With respect to any Mortgage Loan for which a
mortgage loan application was submitted by the Mortgagor after April 1, 2004, no
such Mortgage Loan secured by Mortgaged Property in the State of Illinois which
has a Mortgage Interest Rate in excess of 8.0% per annum has lender-imposed fees
(or other charges) in excess of 3.0% of the original principal balance of the
Mortgage Loan.
(zzz) With respect to each MOM Loan, a MIN has been
assigned by MERS and such MIN is accurately provided on the Mortgage Loan
Schedule. The related Assignment of Mortgage to MERS has been duly and properly
recorded, or has been delivered for recording to the applicable recording
office;
(aaaa) With respect to each MERS Mortgage Loan, Seller has
not received any notice of liens or legal actions with respect to such Mortgage
Loan and no such notices have been electronically posted by MERS;
(bbbb) No Mortgagor agreed to submit to arbitration to
resolve any dispute arising out of or relating in any way to the Mortgage Loan
transaction, and with respect to any Mortgage Loan originated on or after August
1, 2004, neither the Mortgage nor the Mortgage Note requires the Mortgagor to
submit to arbitration to resolve any dispute arising out of or relating in any
way to the origination of the Mortgage Loan;
(cccc) Each Mortgage Loan is eligible for sale in the
secondary market or for inclusion in a Pass-Through Transfer without
unreasonable credit enhancement;
(dddd) With respect to each Mortgage Loan, (i) if the
related first lien provides for negative amortization, the CLTV was calculated
at the maximum principal balance of such first lien that could result upon
application of such negative amortization feature, and (ii) either no consent
for the Mortgage Loan is required by the holder of the first lien or such
consent has been obtained and is contained in the Mortgage File;
(eeee) Each Imaged Document represents a true, complete, and
correct copy of the Original Document in all respects, including, but not
limited to, all signatures conforming with signatures contained in the Original
Document, no information having been added or deleted, and no Imaged Document
having been manipulated or altered in any manner. Each Imaged Document is clear
and legible, including, but not limited to, accurate reproductions of
photographs. No Original Documents have been or will be altered in any manner;
(ffff) The destruction of any Original Document or the
inability of the Seller to produce a copy of such Original Document upon request
shall not cause (i) any delay in the enforcement of the Mortgage Loan, (ii) any
inability to collect all amounts due under the Mortgage Loan, including without
limitation, in connection with a foreclosure or other sale of the Mortgaged
Property, (iii) private institutional investors to regard the Mortgage Loan as
an unacceptable investment or adversely affect the value or marketability of the
Mortgage Loan, or
(iv) any claims from holders of mortgage-backed securities collateralized by the
Mortgage Loan.; and
(gggg) With respect to each Mortgage Loan that is secured in
whole or in part by the interest of the Mortgagor as a lessee under a ground
lease of the related Mortgaged Property (a "Ground Lease") and not by a fee
interest in such Mortgaged Property:
(i) The Mortgagor is the owner of a valid and
subsisting interest as tenant under the Ground Lease;
(ii) The Ground Lease is in full force and
effect, unmodified and not supplemented by any writing or
otherwise;
(iii) The Mortgagor is not in default under any of
the terms thereof and there are no circumstances which, with
the passage of time or the giving of notice or both, would
constitute an event of default thereunder;
(iv) The lessor under the Ground Lease is not in
default under any of the terms or provisions thereof on the
part of the lessor to be observed or performed;
(v) The term of the Ground Lease exceeds the
maturity date of the related Mortgage Loan by at least ten
years;
(vi) The Ground Lease or a memorandum thereof has
been recorded and by its terms permits the leasehold estate to
be mortgaged. The Ground Lease grants any leasehold mortgagee
standard protection necessary to protect the security of a
leasehold mortgagee;
(vii) The Ground Lease does not contain any
default provisions that could give rise to forfeiture or
termination of the Ground Lease except for the non-payment of
the Ground Lease rents;
(viii) The execution, delivery and performance of
the Mortgage do not require the consent (other than those
consents which have been obtained and are in full force and
effect) under, and will not contravene any provision of or
cause a default under, the Ground Lease;
(ix) The Ground Lease provides that the leasehold
can be transferred, mortgaged and sublet an unlimited number
of times either without restriction or on payment of a
reasonable fee and delivery of reasonable documentation to the
lessor;
(x) The Mortgagor has not commenced any action
or given or received any notice for the purpose of terminating
the Ground Lease;
(xi) No lessor, as debtor in possession or by a
trustee for such lessor has give any notice of, and the
Mortgagor has not consented to, any attempt to
transfer the related Mortgaged Property free and clear of such
Ground Lease under section 363(f) of the Bankruptcy Code; and
(xii) No lessor is subject to any voluntary or
involuntary bankruptcy, reorganization or insolvency
proceeding and no Mortgaged Property is an asset in any
voluntary or involuntary bankruptcy, reorganization or
insolvency proceeding."
EXHIBIT C
REPRESENTATION AND WARRANTIES WITH RESPECT TO THE MORTGAGE IT MORTGAGE LOANS
Except for "Mortgage Loans", which shall mean the MortgegeIT Mortgage
Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit
C shall have the meanings ascribed to them in the MortgageIT Servicing
Agreement.
(a) The information set forth in the related Mortgage
Loan Schedule is complete, true and correct;
(b) The Mortgage Loan is in compliance with all
requirements set forth in the related Confirmation, and the characteristics of
the related Mortgage Loan Package as set forth in the related Confirmation are
true and correct;
(c) All payments required to be made up to the close of
business on the Closing Date for such Mortgage Loan under the terms of the
Mortgage Note have been made. The Seller has not advanced funds, or induced,
solicited or knowingly received any advance of funds from a party other than the
owner of the related Mortgaged Property, directly or indirectly, for the payment
of any amount required by the Mortgage Note or Mortgage; and there has been no
delinquency, exclusive of any period of grace, in any payment by the Mortgagor
thereunder since the origination of the Mortgage Loan;
(d) There are no delinquent taxes, ground rents, water
charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments or other outstanding
charges affecting the related Mortgaged Property;
(e) The terms of the Mortgage Note and the Mortgage have
not been impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office or registered
with the MERS System if necessary to maintain the lien priority of the Mortgage,
and which have been delivered to the Purchaser or its designee; the substance of
any such waiver, alteration or modification has been approved by the title
insurer, to the extent required by the related policy, and is reflected on the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in whole or
in part, except in connection with an assumption agreement approved by the title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Purchaser or its designee and the terms of which are
reflected in the related Mortgage Loan Schedule;
(f) The Mortgage Note and the Mortgage are not subject to
any right of rescission, set-off, counterclaim or defense, including the defense
of usury, nor will the operation of any of the terms of the Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto. Each Prepayment Charge or penalty with respect to any Mortgage
Loan is permissible, enforceable and collectible under applicable federal, state
and local law;
(g) All buildings upon the Mortgaged Property are insured
by an insurer acceptable to FNMA or FHLMC against loss by fire, hazards of
extended coverage and such other hazards as are customary in the area where the
Mortgaged Property is located, pursuant to insurance policies conforming to the
requirements of FNMA or FHLMC. All such insurance policies contain a standard
mortgagee clause naming the Seller, its successors and assigns as mortgagee and
all premiums thereon have been paid. If the Mortgaged Property is in an area
identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
is in effect which policy conforms to the requirements of FNMA or FHLMC. The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance at
the Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
cost and expense and to seek reimbursement therefor from the Mortgagor;
(h) Any and all requirements of any federal, state or
local law including, without limitation, usury, truth in lending, real estate
settlement procedures, predatory and abusive lending, consumer credit
protection, equal credit opportunity, fair housing or disclosure laws applicable
to the origination and servicing of mortgage loans of a type similar to the
Mortgage Loans have been complied with;
(i) The Mortgage has not been satisfied, cancelled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or in part, nor has
any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;
(j) The Mortgage is a valid, existing and enforceable
first or second (as indicated on the Mortgage Loan Schedule) lien on the
Mortgaged Property, including all improvements on the Mortgaged Property subject
only to (a) the lien of current real property taxes and assessments not yet due
and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender's title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value of
the Mortgaged Property, (c) to the extent the Mortgage Loan is a second lien
Mortgage Loan, the related first lien on the Mortgaged Property; and (d) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes and
creates a valid, existing and enforceable first or second (as indicated on the
Mortgage Loan Schedule) lien and first or second (as indicated on the Mortgage
Loan Schedule) priority security interest on the property described therein and
the Seller has full right to sell and assign the same to the Purchaser. The
Mortgaged Property was not, as of the date of origination of the Mortgage Loan,
subject to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of the Mortgage;
(k) The Mortgage Note and the related Mortgage are
genuine and each is the legal, valid and binding obligation of the maker
thereof, enforceable in accordance with its terms except as such enforcement may
be limited by bankruptcy;
(l) All parties to the Mortgage Note and the Mortgage had
legal capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been
duly and properly executed by such parties. The Mortgagor is a natural person;
(m) The proceeds of the Mortgage Loan have been fully
disbursed to or for the account of the Mortgagor and there is no obligation for
the Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvement and as to
disbursements of any escrow funds therefor have been complied with. All costs,
fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage have been paid, and the Mortgagor is not entitled to
any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage
Note or Mortgage;
(n) The Seller is the sole legal, beneficial and
equitable owner of the Mortgage Note and the Mortgage and has full right to
transfer and sell the Mortgage Loan to the Purchaser free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest;
(o) All parties which have had any interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) in
material compliance with any and all applicable "doing business" and licensing
requirements of the laws of the state wherein the Mortgaged Property is located
(or were otherwise exempt from such requirements under applicable law);
(p) The Mortgage Loan is covered by an American Land
Title Association ("ALTA") lender's title insurance policy (which, in the case
of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement
in the form of ALTA 6.0 or 6.1) acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (x)(a) and (b) above) the Seller, its successors and
assigns as to the first or second (as indicated on the Mortgage Loan Schedule)
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan and, with respect to any Adjustable Rate Mortgage Loan, against any loss by
reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment in the Mortgage Interest
Rate and Monthly Payment. Additionally, such lender's title insurance policy
affirmatively insures ingress and egress to and from the Mortgaged Property, and
against encroachments by or upon the Mortgaged Property or any interest therein.
The Seller is the sole insured of such lender's title insurance policy, and such
lender's title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such lender's title
insurance policy;
(q) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration, and the Seller has not waived any default, breach, violation or
event of acceleration. With respect to each second lien mortgage loan (i) the
first lien mortgage loan is in full force and effect, (ii) to the best of
Seller's knowledge, there is no default, breach, violation or event of
acceleration existing under such first lien mortgage or the related mortgage
note, (iii) no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder, and either (A) the first lien
mortgage contains a provision which allows or (B) applicable law requires, the
mortgagee under the second lien Mortgage Loan to receive notice of, and affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the first lien mortgage;
(r) There are no mechanics' or similar liens or claims
which have been filed for work, labor or material (and no rights are outstanding
that under law could give rise to such lien) affecting the related Mortgaged
Property which are or may be liens prior to, or equal or coordinate with, the
lien of the related Mortgage;
(s) All improvements which were considered in determining
the Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and no
improvements on adjoining properties encroach upon the Mortgaged Property;
(t) As of the origination of the Mortgage Loan, no
improvement located on the Mortgaged Property was in violation of any applicable
zoning or subdivision laws or ordinances;
(u) The Mortgage Loan was originated by the Seller or by
a savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar banking institution which is supervised and
examined by a federal or state authority, or by a mortgagee approved as such by
the Secretary of HUD pursuant to Section 203 and 211 of the National Housing
Act;
(v) Principal payments on the Mortgage Loan commenced no
more than sixty days after the proceeds of the Mortgage Loan were disbursed. The
Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each
Mortgage Loan, the Mortgage Note is payable on the first day of each month in
Monthly Payments, which, other than with respect to a Balloon Mortgage Loan, in
the case of a Fixed Rate Mortgage Loans, are sufficient to fully amortize the
original principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate, and, in the case of an Adjustable Rate
Mortgage Loan, are changed on each Adjustment Date, and in any case, are
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Interest Rate. The
Index for each Adjustable Rate Mortgage Loan is as defined in the related
Confirmation. With respect to each Balloon Mortgage Loan, the Mortgage Note
requires a monthly payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate and requires a final
Monthly Payment substantially greater than the preceding monthly payment which
is sufficient to repay the remained unpaid principal balance of the Balloon
Mortgage Loan as of the Due Date of such monthly payment. The Mortgage Note does
not permit negative amortization. No Mortgage Loan is a Convertible Mortgage
Loan;
(w) The origination and collection practices used by the
Seller with respect to each Mortgage Note and Mortgage have been in all respects
legal, proper, prudent and customary in the mortgage origination and servicing
industry. The Mortgage Loan has been serviced by the Seller and any predecessor
servicer in accordance with the terms of the Mortgage Note. With respect to
escrow deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments or
other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property which
has not been completed;
(x) The Mortgaged Property is in good repair and is free
of material damage and waste and there is no proceeding pending for the total or
partial condemnation thereof;
(y) The Mortgage and related Mortgage Note contain
customary and enforceable provisions such as to render the rights and remedies
of the holder thereof adequate for the realization against the Mortgaged
Property of the benefits of the security provided thereby, including, (a) in the
case of a Mortgage designated as a deed of trust, by trustee's sale, and (b)
otherwise by judicial foreclosure. The Mortgaged Property has not been subject
to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
filed for protection under applicable bankruptcy laws. There is no homestead or
other exemption available to the Mortgagor which would interfere with the right
to sell the Mortgaged Property at a trustee's sale or the right to foreclose the
Mortgage. The Mortgagor has not notified the Seller and the Seller has no
knowledge of any relief requested or allowed to the Mortgagor under the
Servicemembers' Civil Relief Act;
(z) The Mortgage Loan was underwritten in accordance with
the underwriting standards of the Seller in effect at the time the Mortgage Loan
was originated, which underwriting standards satisfy the standards of FNMA or
FHLMC; and the Mortgage Note and Mortgage are on forms acceptable to FNMA or
FHLMC;
(aa) The Mortgage Note is not and has not been secured by
any collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (x) above;
(bb) The Mortgage File contains an appraisal of the
related Mortgaged Property which satisfied the standards of FNMA or FHLMC, was
on appraisal form 1004 or form 2055 with an interior inspection with respect to
each first lien Mortgage Loan, and on appraisal form 704, 2065 or 2055 with an
exterior inspection with respect to each second lien Mortgage Loan, and was made
and signed, prior to the approval of the Mortgage Loan application, by a
qualified appraiser, duly appointed by the Seller, who had no interest, direct
or indirect in the Mortgaged Property or in any loan made on the security
thereof, whose compensation is not affected by the
approval or disapproval of the Mortgage Loan and who met the minimum
qualifications of FNMA or FHLMC. Each appraisal of the Mortgage Loan was made in
accordance with the relevant provisions of the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989;
(cc) In the event the Mortgage constitutes a deed of
trust, a trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in the Mortgage, and no
fees or expenses are or will become payable by the Purchaser to the trustee
under the deed of trust, except in connection with a trustee's sale after
default by the Mortgagor;
(dd) No Mortgage Loan contains provisions pursuant to
which Monthly Payments are (a) paid or partially paid with funds deposited in
any separate account established by the Seller, the Mortgagor, or anyone on
behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c)
contains any other similar provisions which may constitute a "buydown"
provision. The Mortgage Loan is not a graduated payment mortgage loan and the
Mortgage Loan does not have a shared appreciation or other contingent interest
feature;
(ee) The Mortgagor has executed a statement to the effect
that the Mortgagor has received all disclosure materials required by applicable
law with respect to the making of fixed rate mortgage loans in the case of Fixed
Rate Mortgage Loans, and adjustable rate mortgage loans in the case of
Adjustable Rate Mortgage Loans and rescission materials with respect to
Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage
File;
(ff) No Mortgage Loan was made in connection with (a) the
construction or rehabilitation of a Mortgaged Property or (b) facilitating the
trade-in or exchange of a Mortgaged Property;
(gg) The Seller has no knowledge of any circumstances or
condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or
the Mortgagor's credit standing that can reasonably be expected to cause the
Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to
become delinquent, or adversely affect the value of the Mortgage Loan;
(hh) No Mortgage Loan had an LTV or a CLTV at origination
in excess of 100%. Each Mortgage Loan with an LTV or CLTV at origination in
excess of 80% is and will be subject to a Primary Insurance Policy, issued by a
Qualified Insurer, which insures that portion of the Mortgage Loan in excess of
the portion of the Appraised Value of the Mortgaged Property required by FNMA.
All provisions of such Primary Insurance Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due thereunder
have been paid. Any Mortgage subject to any such Primary Insurance Policy
obligates the Mortgagor thereunder to maintain such insurance and to pay all
premiums and charges in connection therewith. The Mortgage Interest Rate for the
Mortgage Loan does not include any such insurance premium;
(ii) The Mortgaged Property is, to the best of the
Seller's knowledge, lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy,
have been made or obtained from the appropriate authorities;
(jj) No error, omission, misrepresentation, negligence,
fraud or similar occurrence with respect to a Mortgage Loan has taken place on
the part of the Mortgagor, the Seller, or to the best of Seller's knowledge, any
appraiser, any builder or developer, or any other party involved in the
origination of the Mortgage Loan or in the application of any insurance in
relation to such Mortgage Loan;
(kk) For each Mortgage Loan that is not a MOM Loan, the
Assignment of Mortgage is in recordable form except for the name of the assignee
which is blank and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located. The original Mortgage
was or is being recorded and, unless the Mortgage Loan is subject to the MERS
System, all subsequent assignments of the original Mortgage (other than the
assignment to Purchaser) have been recorded in the appropriate jurisdiction
wherein such recordation is necessary to perfect the lien thereof against
creditors of Seller, or is in the process of being recorded.
(ll) Any principal advances made to the Mortgagor prior to
the Cut-off Date have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having first
or second lien priority by a title insurance policy or an endorsement to the
policy insuring the mortgagee's consolidated interest. The consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;
(mm) Unless otherwise set forth on the related Mortgage
Loan Schedule, no Mortgage Loan has a balloon payment feature;
(nn) If the Residential Dwelling on the Mortgaged Property
is a condominium unit or a unit in a planned unit development (other than a de
minimis planned unit development) such condominium or planned unit development
project meets the eligibility requirements of FNMA or FHLMC;
(oo) The source of the down payment with respect to each
Mortgage Loan has been fully verified by the Seller;
(pp) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months;
(qq) The Mortgaged Property is in material compliance with
all applicable environmental laws pertaining to environmental hazards including,
without limitation, asbestos, and neither the Seller nor, to the Seller's
knowledge, the related Mortgagor, has received any notice of any violation or
potential violation of such law;
(rr) Seller shall, at its own expense, cause each Mortgage
Loan to be covered by a Tax Service Contract which is assignable to the
Purchaser or its designee; provided however, that if the Seller fails to
purchase such Tax Service Contract, the Seller shall be required to reimburse
the Purchaser for all costs and expenses incurred by the Purchaser in connection
with the purchase of any such Tax Service Contract;
(ss) Each Mortgage Loan is covered by a Flood Zone Service
Contract which is assignable to the Purchaser or its designee or, for each
Mortgage Loan not covered by such Flood Zone Service Contract, the Seller agrees
to purchase such Flood Zone Service Contract;
(tt) No Mortgage Loan is (a) subject to the provisions of
the Homeownership and Equity Protection Act of 1994 as amended ("HOEPA"), (b) a
"high cost" mortgage loan, "covered" mortgage loan or "predatory" mortgage loan
or any other comparable term, no matter how defined under any federal, state or
local law, (c) subject to any comparable federal, state or local statutes or
regulations, or any other statute or regulation providing for heightened
regulatory scrutiny or assignee liability to holders of such mortgage loans, or
(d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined
in the current Standard & Poor's LEVELS(R) Glossary Revised, Appendix E);
(uu) No predatory or deceptive lending practices,
including but not limited to, the extension of credit to a mortgagor without
regard for the mortgagor's ability to repay the Mortgage Loan and the extension
of credit to a mortgagor which has no apparent benefit to the mortgagor, were
employed in connection with the origination of the Mortgage Loan. Each Mortgage
Loan is in compliance with the anti-predatory lending eligibility for purchase
requirements of the FNMA Guides;
(vv) Not more than one percent (1%) of the Mortgage Loans
purchased on the related Closing Date, measured by the aggregate Stated
Principal Balance of such Mortgage Loans as of the related Cut-off Date, include
a Mortgage Note for which a lost note affidavit with indemnification has been
delivered;
(ww) No Mortgagor was required to purchase any single
premium credit insurance policy (e.g., life, disability, accident, unemployment,
or health insurance product) or debt cancellation agreement as a condition of
obtaining the extension of credit. No Mortgagor obtained a prepaid single
premium credit insurance policy (e.g., life, disability, accident, unemployment,
mortgage, or health insurance) in connection with the origination of the
Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase single
premium credit insurance policies or debt cancellation agreements as part of the
origination of, or as a condition to closing, such Mortgage Loan;
(xx) The Mortgage Loans were not selected from the
outstanding one to four-family mortgage loans in the Seller's portfolio at the
related Closing Date as to which the representations and warranties set forth in
this Agreement could be made in a manner so as to affect adversely the interests
of the Purchaser;
(yy) The Mortgage contains an enforceable provision for
the acceleration of the payment of the unpaid principal balance of the Mortgage
Loan in the event that the
Mortgaged Property is sold or transferred without the prior written consent of
the mortgagee thereunder;
(zz) The Mortgage Loan complies with all applicable
consumer credit statutes and regulations, including, without limitation, the
respective Uniform Consumer Credit Code laws in effect in Colorado, Idaho,
Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming (to the
extent that the related Mortgaged Property is located in such state), has been
originated by a properly licensed entity, and in all other respects, complies
with all of the material requirements of any such applicable laws;
(aaa) The information set forth in the Prepayment Charge
Schedule is complete, true and correct in all material respects and each
Prepayment Charge is permissible, enforceable and collectable under applicable
federal and state law;
(bbb) The Mortgage Loan was not prepaid in full prior to
the Closing Date and the Seller has not received notification from a Mortgagor
that a prepayment in full shall be made after the Closing Date;
(ccc) No Mortgage Loan is secured by cooperative housing,
commercial property, mobile homes, manufactured housing or mixed use property;
(ddd) Except as set forth on the related Mortgage Loan
Schedule, none of the Mortgage Loans are subject to a Prepayment Charge. For any
Mortgage Loan originated prior to October 1, 2002 that is subject to a
Prepayment Charge, such Prepayment Charge does not extend beyond five years
after the date of origination. For any Mortgage Loan originated on or following
October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge
does not extend beyond three years after the date of origination. With respect
to any Mortgage Loan that contains a provision permitting imposition of a
Prepayment Charge upon a prepayment prior to maturity: (i) prior to the Mortgage
Loan's origination, the Mortgagor agreed to such Prepayment Charge in exchange
for a monetary benefit, including but not limited to a rate or fee reduction,
(ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the
option of obtaining a Mortgage Loan that did not require payment of such a
Prepayment Charge, (iii) the Prepayment Charge is disclosed to the Mortgagor in
the loan documents pursuant to applicable state and federal law, (iv) for
Mortgage Loans originated on or after September 1, 2004, the duration of the
prepayment period shall not exceed three (3) years from the date of the Mortgage
Note, unless the Mortgage Loan was modified to reduce the prepayment period to
no more than three years from the date of the Mortgage Note and the Mortgagor
was notified in writing of such reduction in prepayment period, and (v)
notwithstanding any state or federal law to the contrary, the Seller shall not
impose such Prepayment Charge in any instance when the mortgage debt is
accelerated as the result of the Mortgagor's default in making the loan
payments;
(eee) The Seller has complied with all applicable
anti-money laundering laws and regulations, including without limitation the USA
Patriot Act of 2001 (collectively, the "Anti-Money Laundering Laws"); the Seller
has established an anti-money laundering compliance program as required by the
Anti-Money Laundering Laws, has conducted the requisite due diligence in
connection with the origination of each Mortgage Loan for purposes of the
Anti-Money Laundering Laws, including with respect to the legitimacy of the
applicable
Mortgagor and the origin of the assets used by the said Mortgagor to purchase
the property in question, and maintains, and will maintain, sufficient
information to identify the applicable Mortgagor for purposes of the Anti-Money
Laundering Laws. No Mortgage Loan is subject to nullification pursuant to
Executive Order 13224 (the "Executive Order") or the regulations promulgated by
the Office of Foreign Assets Control of the United States Department of the
Treasury (the "OFAC Regulations") or in violation of the Executive Order or the
OFAC Regulations, and no Mortgagor is subject to the provisions of such
Executive Order or the OFAC Regulations nor listed as a "blocked person" for
purposes of the OFAC Regulations;
(fff) No Mortgage Loan is secured by real property or
secured by a manufactured home located in the state of Georgia unless (x) such
Mortgage Loan was originated prior to October 1, 2002 or after March 6, 2003, or
(y) the property securing the Mortgage Loan is not, nor will be, occupied by the
Mortgagor as the Mortgagor's principal dwelling. No Mortgage Loan is a "High
Cost Home Loan" as defined in the Georgia Fair Lending Act, as amended (the
"Georgia Act") or the New York Banking Law 6-1. Each Mortgage Loan that is a
"Home Loan" under the Georgia Act complies with all applicable provisions of the
Georgia Act. No Mortgage Loan secured by owner occupied real property or an
owner occupied manufactured home located in the State of Georgia was originated
(or modified) on or after October 1, 2002 through and including March 6, 2003;
(ggg) No Mortgagor was encouraged or required to select a
Mortgage Loan product offered by the Mortgage Loan's originator which is a
higher cost product designed for less creditworthy borrowers, unless at the time
of the Mortgage Loan's origination, such Mortgagor did not qualify taking into
account credit history and debt to income ratios for a lower cost credit product
then offered by the Mortgage Loan's originator or any affiliate of the Mortgage
Loan's originator. If, at the time of loan application, the Mortgagor may have
qualified for a for a lower cost credit product then offered by any mortgage
lending affiliate of the Mortgage Loan's originator, the Mortgage Loan's
originator referred the Mortgagor's application to such affiliate for
underwriting consideration;
(hhh) The methodology used in underwriting the extension of
credit for each Mortgage Loan employs objective mathematical principles which
relate the Mortgagor's income, assets and liabilities to the proposed payment
and such underwriting methodology does not rely on the extent of the Mortgagor's
equity in the collateral as the principal determining factor in approving such
credit extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the Mortgagor had a reasonable ability to
make timely payments on the Mortgage Loan;
(iii) With respect to each Mortgage Loan, the Seller has
fully and accurately furnished complete information on the related borrower
credit files to Equifax, Experian and Trans Union Credit Information Company, in
accordance with the Fair Credit Reporting Act and its implementing regulations,
on a monthly basis and the Seller for each Loan will furnish, in accordance with
the Fair Credit Reporting Act and its implementing regulations, accurate and
complete information on its borrower credit files to Equifax, Experian, and
Trans Union Credit Information Company, on a monthly basis;
(jjj) All points and fees related to each Mortgage Loan
were disclosed in writing to the related Borrower in accordance with applicable
state and federal law and regulation. Except in the case of a Mortgage Loan in
an original principal amount of less than $60,000 which would have resulted in
an unprofitable origination, no related Borrower was charged "points and fees"
(whether or not financed) in an amount greater than 5% of the principal amount
of such loan, such 5% limitation is calculated in accordance with Xxxxxx Mae's
anti-predatory lending requirements as set forth in the Xxxxxx Mae Selling
Guide;
(kkk) All fees and charges (including finance charges) and
whether or not financed, assessed, collected or to be collected in connection
with the origination and servicing of each Mortgage Loan has been disclosed in
writing to the Mortgagor in accordance with applicable state and federal law and
regulation;
(lll) The Seller will transmit full-file credit reporting
data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 95-19 and
for each Mortgage Loan, Seller agrees it shall report one of the following
statuses each month as follows: new origination, current, delinquent (30-, 60-,
90-days, etc.), foreclosed, or charged-off;
(mmm) No Mortgage Loan is a "High Cost Home Loan" as
defined in the Arkansas Home Loan Protection Act effective October 16, 2003 (Act
1340 or 2003);
(nnn) No Mortgage Loan is a "High Cost Home Loan" as
defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev.
Stat. Section 360.100);
(ooo) No Mortgage Loan secured by property located in the
State of Nevada is a "home loan" as defined in the Nevada Assembly Xxxx No. 284;
(ppp) No Mortgage Loan is a "manufactured housing loan" or
"home improvement home loan" pursuant to the New Jersey Home Ownership Act. No
Mortgage Loan is a "High-Cost Home Loan" or a refinanced "Covered Home Loan," in
each case, as defined in the New Jersey Home Ownership Act effective November
27, 2003 (N.J.S.A. 46;10B-22 et seq.);
(qqq) Each Mortgage Loan constitutes a "qualified mortgage"
under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1);
(rrr) No Mortgage Loan is a subsection 10 mortgage under
the Oklahoma Home Ownership and Equity protection Act;
(sss) No Mortgage Loan is a "High-Cost Home Loan" as
defined in the New Mexico Home Loan Protection Act effective January 1, 2004
(N.M. Stat. Xxx. xx.xx. 58-21A-1 et seq.);
(ttt) No Mortgage Loan is a "High-Risk Home Loan" as
defined in the Illinois High-Risk Home Loan Act effective January 1, 2004 (815
Ill. Comp. Stat. 137/1 et seq.);
(uuu) No Mortgage Loan originated in the City of Los
Angeles is subject to the City of Los Angeles California Ordinance 175008 as a
"home loan";
(vvv) No Mortgage Loan originated in the City of Oakland is
subject to the City of Oakland, California Ordinance 12361 as a "home loan";
(www) No Mortgage Loan is a "High-Cost Home Loan" as
defined under the Maine House Xxxx 383 X.X. 494, effective as of September 13,
2003;
(xxx) No Mortgage Loan is a "High-Cost Home Mortgage Loan"
as defined in the Massachusetts Predatory Home Loan Practices Act, effective
November 7, 2004 (Mass. Xxx. Laws Ch. 183C);
(yyy) With respect to any Mortgage Loan for which a
mortgage loan application was submitted by the Mortgagor after April 1, 2004, no
such Mortgage Loan secured by Mortgaged Property in the State of Illinois which
has a Mortgage Interest Rate in excess of 8.0% per annum has lender-imposed fees
(or other charges) in excess of 3.0% of the original principal balance of the
Mortgage Loan.
(zzz) With respect to each MOM Loan, a MIN has been
assigned by MERS and such MIN is accurately provided on the Mortgage Loan
Schedule. The related Assignment of Mortgage to MERS has been duly and properly
recorded, or has been delivered for recording to the applicable recording
office;
(aaaa) With respect to each MERS Mortgage Loan, Seller has
not received any notice of liens or legal actions with respect to such Mortgage
Loan and no such notices have been electronically posted by MERS;
(bbbb) No Mortgagor agreed to submit to arbitration to
resolve any dispute arising out of or relating in any way to the Mortgage Loan
transaction, and with respect to any Mortgage Loan originated on or after August
1, 2004, neither the Mortgage nor the Mortgage Note requires the Mortgagor to
submit to arbitration to resolve any dispute arising out of or relating in any
way to the origination of the Mortgage Loan;
(cccc) Reserved;
(dddd) With respect to each Mortgage Loan, (i) if the
related first lien provides for negative amortization, the CLTV was calculated
at the maximum principal balance of such first lien that could result upon
application of such negative amortization feature, and (ii) either no consent
for the Mortgage Loan is required by the holder of the first lien or such
consent has been obtained and is contained in the Mortgage File;
(eeee) Reserved;
(ffff) Reserved;
(gggg) With respect to each Mortgage Loan that is secured in
whole or in part by the interest of the Mortgagor as a lessee under a ground
lease of the related Mortgaged Property (a "Ground Lease") and not by a fee
interest in such Mortgaged Property:
(i) The Mortgagor is the owner of a valid and
subsisting interest as tenant under the Ground Lease;
(ii) The Ground Lease is in full force and
effect, unmodified and not supplemented by any writing or
otherwise;
(iii) The Mortgagor is not in default under any of
the terms thereof and there are no circumstances which, with
the passage of time or the giving of notice or both, would
constitute an event of default thereunder;
(iv) The lessor under the Ground Lease is not in
default under any of the terms or provisions thereof on the
part of the lessor to be observed or performed;
(v) The term of the Ground Lease exceeds the
maturity date of the related Mortgage Loan by at least ten
years;
(vi) The Ground Lease or a memorandum thereof has
been recorded and by its terms permits the leasehold estate to
be mortgaged. The Ground Lease grants any leasehold mortgagee
standard protection necessary to protect the security of a
leasehold mortgagee;
(vii) The Ground Lease does not contain any
default provisions that could give rise to forfeiture or
termination of the Ground Lease except for the non-payment of
the Ground Lease rents;
(viii) The execution, delivery and performance of
the Mortgage do not require the consent (other than those
consents which have been obtained and are in full force and
effect) under, and will not contravene any provision of or
cause a default under, the Ground Lease;
(ix) The Ground Lease provides that the leasehold
can be transferred, mortgaged and sublet an unlimited number
of times either without restriction or on payment of a
reasonable fee and delivery of reasonable documentation to the
lessor;
(x) The Mortgagor has not commenced any action
or given or received any notice for the purpose of terminating
the Ground Lease;
(xi) No lessor, as debtor in possession or by a
trustee for such lessor has give any notice of, and the
Mortgagor has not consented to, any attempt to transfer the
related Mortgaged Property free and clear of such Ground Lease
under section 363(f) of the Bankruptcy Code; and
(xii) No lessor is subject to any voluntary or
involuntary bankruptcy, reorganization or insolvency
proceeding and no Mortgaged Property is an asset in any
voluntary or involuntary bankruptcy, reorganization or
insolvency proceeding.
(xiii) No Mortgage Loan is a balloon mortgage loan
that has an original stated maturity of less than seven (7)
years; and
(xiv) No Mortgage Loan is subject to mandatory
arbitration except when the terms of the arbitration also
contain a waiver provision that provides that in the event of
a sale or transfer of the Mortgage Loan or interest in the
Mortgage Loan to Xxxxxx Xxx, the terms of the arbitration are
null and void. The Seller hereby covenants that the Seller or
the servicer of the Mortgage Loan, as applicable, will notify
the Mortgagor in writing within 60 days of the sale or
transfer of the Mortgage Loan to Xxxxxx Mae that the terms of
the arbitration are null and void.
EXHIBIT D
REPRESENTATION AND WARRANTIES WITH RESPECT TO THE XXXXX MORTGAGE LOANS
Except for "Mortgage Loans", which shall mean the Xxxxx Mortgage Loans
sold by the Seller to the Purchaser, all capitalized terms in this Exhibit D
shall have the meanings ascribed to them in the Xxxxx Servicing Agreement.
(a) MORTGAGE LOANS AS DESCRIBED.
The information set forth in the Mortgage Loan Schedule
attached hereto as Exhibit A and the information contained on
the electronic Data File attached hereto as Exhibit A-1,
delivered to the Purchaser is true and correct;
(b) PAYMENTS CURRENT.
All payments required to be made up to the Cut-off Date for
the Mortgage Loan under the terms of the Mortgage Note have
been made and credited. No payment under any Mortgage Loan has
been 30 days delinquent more than one time within twelve
months prior to the Closing Date;
(c) NO OUTSTANDING CHARGES.
There are no defaults in complying with the terms of the
Mortgages, and all taxes, governmental assessments, insurance
premiums, leasehold payments, water, sewer and municipal
charges, which previously became due and owing have been paid,
or an escrow of funds has been established in an amount
sufficient to pay for every such item which remains unpaid and
which has been assessed but is not yet due and payable. The
Company has not advanced funds, or induced, or solicited
directly or indirectly, the payment of any amount required
under the Mortgage Loan, except for interest accruing from the
date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which
precedes by one month the Due Date of the first installment of
principal and interest;
(d) ORIGINAL TERMS UNMODIFIED.
The terms of the Mortgage Note and Mortgage have not been
impaired, waived, altered or modified in any respect, except
by a written instrument which has been recorded or registered
with the MERS System, if necessary, to protect the interests
of the Purchaser and which has been delivered to the
Custodian. The substance of any such waiver, alteration or
modification has been approved by the issuer of any related
PMI Policy and the title insurer, to the extent required by
the policy, and its terms are reflected on the Mortgage Loan
Schedule. No Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement approved by
the issuer of any related PMI Policy and the title insurer,
to the extent required by the policy, and which assumption
agreement is part of the Mortgage Loan File delivered to the
Custodian and the terms of which are reflected in the Mortgage
Loan Schedule;
(e) NO DEFENSES.
The Mortgage Loan is not subject to any right of rescission,
set-off, counterclaim or defense, including without limitation
the defense of usury, nor will the operation of any of the
terms of the Mortgage Note or the Mortgage, or the exercise of
any right thereunder, render either the Mortgage Note or the
Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense,
including without limitation the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto;
(f) NO SATISFACTION OF MORTGAGE.
The Mortgage has not been satisfied, canceled, subordinated or
rescinded, in whole or in part, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or
in part, nor has any instrument been executed that would
effect any such satisfaction, release, cancellation,
subordination or rescission;
(g) VALIDITY OF MORTGAGE DOCUMENTS.
The Mortgage Note and the Mortgage and related documents are
genuine, and each is the legal, valid and binding obligation
of the maker thereof enforceable in accordance with its terms.
All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and
deliver the Mortgage Note and the Mortgage, and the Mortgage
Note and the Mortgage have been duly and properly executed by
such parties.
With respect to each Cooperative Loan, the Mortgage Note, the
Mortgage, the Pledge Agreement, and related documents are
genuine, and each is the legal, valid and binding obligation
of the maker thereof enforceable in accordance with its terms.
All parties to the Mortgage Note, the Mortgage, the Pledge
Agreement, the Proprietary Lease, the Stock Power, Recognition
Agreement and the Assignment of Proprietary Lease had legal
capacity to enter into the Mortgage Loan and to execute and
deliver such documents, and such documents have been duly and
properly executed by such parties;
(h) NO FRAUD.
No error, omission, misrepresentation, negligence, fraud or
similar occurrence with respect to a Mortgage Loan has taken
place on the part of the Company, or the Mortgagor, or to the
best of the Company's knowledge, any appraiser, any
builder, or any developer, or any other party involved in the
origination of the Mortgage Loan or in the application of any
insurance in relation to such Mortgage Loan;
(i) COMPLIANCE WITH APPLICABLE LAWS.
Any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real
estate settlement procedures, consumer credit protection,
equal credit opportunity, disclosure or predatory and abusive
lending laws applicable to the Mortgage Loan have been
complied with. All inspections, licenses and certificates
required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the
use and occupancy of the same, including, but not limited to,
certificates of occupancy and fire underwriting certificates,
have been made or obtained from the appropriate authorities;
(j) LOCATION AND TYPE OF MORTGAGED PROPERTY.
The Mortgaged Property is located in the state identified in
the Mortgage Loan Schedule and consists of a contiguous parcel
of real property with a detached single family residence
erected thereon, or a two- to four-family dwelling, or an
individual condominium unit in a condominium project, or a
Cooperative, or an individual unit in a planned unit
development or a townhouse, provided, however, that any
condominium project or planned unit development shall conform
with the applicable Xxxxxx Mae requirements regarding such
dwellings, and no residence or dwelling is a leasehold, mobile
home or a manufactured dwelling. As of the respective
appraisal date for each Mortgaged Property, no portion of the
Mortgaged Property was being used for commercial purposes. If
the Mortgaged Property is a condominium unit or a planned unit
development (other than a de minimus planned unit development)
such condominium or planned unit development project meets
Xxxxxx Xxx eligibility requirements or is located in a
condominium or planned unit development project which has
received Xxxxxx Mae project approval and the representations
and warranties required by Xxxxxx Xxx with respect to such
condominium or planned unit development have been made and
remain true and correct in all respects;
(k) VALID FIRST LIEN.
The Mortgage is a valid, subsisting and enforceable first lien
on the Mortgaged Property, including all buildings on the
Mortgaged Property and all installations and mechanical,
electrical, plumbing, heating and air conditioning systems
located in or annexed to such buildings, and all additions,
alterations and replacements made at any time with respect to
the foregoing. The lien of the Mortgage is subject only to:
(1) the lien of current real property taxes and
assessments not yet due and payable;
(2) covenants, conditions and restrictions, rights of
way, easements and other matters of the public record
as of the date of recording acceptable to mortgage
lending institutions generally and specifically
referred to in the lender's title insurance policy
delivered to the originator of the Mortgage Loan and
(i) referred to or otherwise considered in the
appraisal made for the originator of the Mortgage
Loan and (ii) which do not adversely affect the
Appraised Value of the Mortgaged Property set forth
in such appraisal; and
(3) other matters to which like properties are commonly
subject which do not materially interfere with the
benefits of the security intended to be provided by
the mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property.
Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, subsisting and
enforceable first lien and first priority security interest on
the property described therein and the Company has full right
to sell and assign the same to the Purchaser.
With respect to each Cooperative Loan, each Pledge Agreement
creates a valid, enforceable and subsisting first security
interest in the Cooperative Shares and Proprietary Lease,
subject only to (i) the lien of the related Cooperative for
unpaid assessments representing the Mortgagor's pro rata share
of the Cooperative's payments for its blanket mortgage,
current and future real property taxes, insurance premiums,
maintenance fees and other assessments to which like
collateral is commonly subject and (ii) other matters to which
like collateral is commonly subject which do not materially
interfere with the benefits of the security intended to be
provided by the Pledge Agreement; provided, however, that the
appurtenant Proprietary Lease may be subordinated or otherwise
subject to the lien of any mortgage on the Project;
(l) FULL DISBURSEMENT OF PROCEEDS.
The proceeds of the Mortgage Loan have been fully disbursed,
except for escrows established or created due to seasonal
weather conditions, and there is no requirement for future
advances thereunder. All costs, fees and expenses incurred in
making or closing the Mortgage Loan and the recording of the
Mortgage were paid, and the Mortgagor is not entitled to any
refund of any amounts paid or due under the Mortgage Note or
Mortgage;
(m) CONSOLIDATION OF FUTURE ADVANCES.
Any future advances made prior to the Cut-off Date, have been
consolidated with the outstanding principal amount secured by
the Mortgage, and the secured principal amount, as
consolidated, bears a single interest rate and single
repayment term reflected on the Mortgage Loan Schedule. The
lien of the Mortgage securing the consolidated principal
amount is expressly insured as having first lien priority by a
title insurance policy, an endorsement to the policy insuring
the mortgagee's consolidated interest or by other title
evidence acceptable to Xxxxxx Mae or Xxxxxxx Mac; the
consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan; the Company shall not
make future advances after the Cut-off Date;
(n) OWNERSHIP.
The Company is the sole owner of record and holder of the
Mortgage Loans and the related Mortgage Note and the Mortgage
are not assigned or pledged, and the Company has good and
marketable title thereto and has full right and authority to
transfer and sell the Mortgage Loan to the Purchaser. The
Company is transferring the Mortgage Loan free and clear of
any and all encumbrances, liens, pledges, equities,
participation interests, claims, charges or security interests
of any nature encumbering such Mortgage Loan;
(o) ORIGINATION/DOING BUSINESS.
The Mortgage Loan was originated by a savings and loan
association, a savings bank, a commercial bank, a credit
union, an insurance company, or similar institution that is
supervised and examined by a federal or state authority or by
a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National
Housing Act. All parties which have had any interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or
otherwise, are (or, during the period in which they held and
disposed of such interest, were) (1) in compliance with any
and all applicable licensing requirements of the laws of the
state wherein the Mortgaged Property is located, and (2)
organized under the laws of such state, or (3) qualified to do
business in such state, or (4) federal savings and loan
associations or national banks having principal offices in
such state, or (5) not doing business in such state;
(p) LTV, PMI POLICY.
No Mortgage Loan has a LTV greater than 95%. If the original
LTV of the Mortgage Loan was greater than 80%, the excess over
78% is and will be insured as to payment defaults by a PMI
Policy until terminated pursuant to the Homeowners Protection
Act of 1998, 12 USC ss.4901, et seq. All provisions of such
PMI Policy have been and are being complied with, such policy
is in full force and effect, and all premiums due thereunder
have been paid. The Qualified Insurer has a claims paying
ability acceptable to Xxxxxx Mae or Xxxxxxx Mac. Any Mortgage
Loan subject to a PMI Policy obligates the Mortgagor
thereunder
to maintain the PMI Policy and to pay all premiums and charges
in connection therewith. The Mortgage Interest Rate for the
Mortgage Loan as set forth on the Mortgage Loan Schedule is
net of any such insurance premium;
(q) TITLE INSURANCE.
The Mortgage Loan is covered by an ALTA lender's title
insurance policy (or in the case of any Mortgage Loan secured
by a Mortgaged Property located in a jurisdiction where such
policies are generally not available, an opinion of counsel of
the type customarily rendered in such jurisdiction in lieu of
title insurance) or other generally acceptable form of policy
of insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac, issued
by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac and
qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring the Company, its
successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage
Loan, subject only to the exceptions contained in clauses (1),
(2) and (3) of Paragraph (k) of this Section 3.02, and against
any loss by reason of the invalidity or unenforceability of
the lien resulting from the provisions of the Mortgage
providing for adjustment to the Mortgage Interest Rate and
Monthly Payment. Additionally, such lender's title insurance
policy includes no exceptions regarding ingress, egress or
encroachments that impact the value or the marketability of
the Mortgaged Property. The Company is the sole insured of
such lender's title insurance policy, and such lender's title
insurance policy is in full force and effect and will be in
force and effect upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under
such lender's title insurance policy, and no prior holder of
the Mortgage, including the Company, has done, by act or
omission, anything which would impair the coverage of such
lender's title insurance policy;
(r) NO DEFAULTS.
There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note
and no event which, with the passage of time or with notice
and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of
acceleration, and neither the Company nor its predecessors
have waived any default, breach, violation or event of
acceleration;
(s) NO MECHANICS' LIENS.
There are no mechanics' or similar liens or claims which have
been filed for work, labor or material (and no rights are
outstanding that under the law could give rise to such liens)
affecting the related Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the
related Mortgage which are not insured against by the title
insurance policy referenced in Paragraph (q) above;
(t) LOCATION OF IMPROVEMENTS; NO ENCROACHMENTS.
Except as insured against by the title insurance policy
referenced in Paragraph (q) above, all improvements which were
considered in determining the Appraised Value of the Mortgaged
Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property and no
improvements on adjoining properties encroach upon the
Mortgaged Property. No improvement located on or being part of
the Mortgaged Property is in violation of any applicable
zoning law or regulation;
(u) PAYMENT TERMS.
The Mortgage Loans have an original term to maturity of not
more than 30 years, with interest payable in arrears on the
first day of each month. As to each Mortgage Loan on each
applicable Adjustment Date, the Mortgage Interest Rate will be
adjusted to equal the sum of the Index plus the applicable
Gross Margin, rounded up or down to the nearest multiple of
0.125% indicated by the Mortgage Note; provided that the
Mortgage Interest Rate will not increase or decrease by more
than the Periodic Interest Rate Cap on any Adjustment Date,
and will in no event exceed the maximum Mortgage Interest Rate
or be lower than the minimum Mortgage Interest Rate listed on
the Mortgage Loan Schedule for such Mortgage Loan. Each
Mortgage Note requires a monthly payment which is sufficient,
during the period prior to the first adjustment to the
Mortgage Interest Rate, to fully amortize the outstanding
principal balance as of the first day of such period over the
then remaining term of such Mortgage Note and to pay interest
at the related Mortgage Interest Rate. As to each Mortgage
Loan, if the related Mortgage Interest Rate changes on an
Adjustment Date, the then outstanding principal balance will
be reamortized over the remaining life of such Mortgage Loan.
No Mortgage Loan contains terms or provisions which would
result in negative amortization;
(v) CUSTOMARY PROVISIONS.
The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and
remedies of the holder thereof adequate for the realization
against the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a Mortgage
designated as a deed of trust, by trustee's sale, and (ii)
otherwise by judicial foreclosure. There is no homestead or
other exemption available to a Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's
sale or the right to foreclose the Mortgage;
(w) OCCUPANCY OF THE MORTGAGED PROPERTY.
As of the date of origination, the Mortgaged Property was in
good repair and was lawfully occupied under applicable law;
(x) NO ADDITIONAL COLLATERAL.
The Mortgage Note is not and has not been secured by any
collateral, pledged account or other security except the lien
of the corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to
in Paragraph (k) above;
(y) DEEDS OF TRUST.
In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such,
has been properly designated and currently so serves and is
named in the Mortgage, and no fees or expenses are or will
become payable by the Mortgagee to the trustee under the deed
of trust, except in connection with a trustee's sale after
default by the Mortgagor;
(z) ACCEPTABLE INVESTMENT.
The Company has no knowledge of any circumstances or
conditions with respect to the Mortgage Loan, the Mortgaged
Property, the Mortgagor or the Mortgagor's credit standing
that can reasonably be expected to cause private institutional
investors to regard the Mortgage Loan as an unacceptable
investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value or marketability of the Mortgage
Loan;
(aa) TRANSFER OF MORTGAGE LOANS.
If the Mortgage Loan is not a MERS Mortgage Loan, the
Assignment of Mortgage, upon the insertion of the name of the
assignee and recording information, is in recordable form and
is acceptable for recording under the laws of the jurisdiction
in which the Mortgaged Property is located;
(bb) MORTGAGED PROPERTY UNDAMAGED.
The Mortgaged Property is undamaged by waste, fire, earthquake
or earth movement, windstorm, flood, tornado or other casualty
so as to affect adversely the value of the Mortgaged Property
as security for the Mortgage Loan or the use for which the
premises were intended;
(cc) COLLECTION PRACTICES; ESCROW DEPOSITS.
The origination, servicing and collection practices used with
respect to the Mortgage Loan have been in accordance with
Accepted Servicing Practices, and have been in all material
respects legal and proper. With respect to escrow
deposits and Escrow Payments, all such payments are in the
possession of the Company and there exist no deficiencies in
connection therewith for which customary arrangements for
repayment thereof have not been made. All Escrow Payments have
been collected in full compliance with state and federal law.
No escrow deposits or Escrow Payments or other charges or
payments due the Company have been capitalized under the
Mortgage Note;
(dd) NO CONDEMNATION.
There is no proceeding pending or to the best of the Company's
knowledge threatened for the total or partial condemnation of
the related Mortgaged Property;
(ee) THE APPRAISAL.
The Mortgage Loan Documents include an appraisal, with the
exception of any Time$aver(R) Mortgage Loan (which at the
original origination were on form 1004 or form 2055 with
interior inspections), of the related Mortgaged Property. The
appraisal was conducted by an appraiser who had no interest,
direct or indirect, in the Mortgaged Property or in any loan
made on the security thereof; and whose compensation is not
affected by the approval or disapproval of the Mortgage Loan,
and the appraisal and the appraiser both satisfy the
applicable requirements of Title XI of the Financial
Institution Reform, Recovery, and Enforcement Act of 1989 and
the regulations promulgated thereunder, all as in effect on
the date the Mortgage Loan was originated;
(ff) INSURANCE.
The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac against
loss by fire and such hazards as are covered under a standard
extended coverage endorsement and such other hazards as are
customary in the area where the Mortgaged Property is located
pursuant to insurance policies conforming to the requirements
of Section 4.10, in an amount which is not less than the
lesser of 100% of the insurable value of the Mortgaged
Property and the outstanding principal balance of the Mortgage
Loan, but in no event less than the minimum amount necessary
to fully compensate for any damage or loss on a replacement
cost basis. If the Mortgaged Property is a condominium unit,
it is included under the coverage afforded by a blanket policy
for the project. If the improvements on the Mortgaged Property
are in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy meeting the requirements of
the current guidelines of the Federal Insurance Administration
is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of (A)
the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value and (C) the maximum amount of
insurance which was available under the Flood Disaster
Protection Act of 1973,
as amended. All individual insurance policies contain a
standard mortgagee clause naming the Company and its
successors and assigns as mortgagee, and all premiums thereon
have been paid. The Mortgage obligates the Mortgagor
thereunder to maintain a hazard insurance policy at the
Mortgagor's cost and expense, and on the Mortgagor's failure
to do so, authorizes the holder of the Mortgage to obtain and
maintain such insurance at such Mortgagor's cost and expense,
and to seek reimbursement therefor from the Mortgagor. The
hazard insurance policy is the valid and binding obligation of
the insurer, is in full force and effect, and will be in full
force and effect and inure to the benefit of the Purchaser
upon the consummation of the transactions contemplated by this
Agreement. The Company has not acted or failed to act so as to
impair the coverage of any such insurance policy or the
validity, binding effect and enforceability thereof;
(gg) SERVICEMEMBERS CIVIL RELIEF ACT.
The Mortgagor has not notified the Company, and the Company
has no knowledge of any relief requested or allowed to the
Mortgagor under the Servicemembers Civil Relief Act, as
amended;
(hh) NO BALLOON PAYMENTS, GRADUATED PAYMENTS OR CONTINGENT
INTERESTS.
The Mortgage Loan is not a graduated payment mortgage loan and
the Mortgage Loan does not have a shared appreciation or other
contingent interest feature. No Mortgage Loan has a balloon
payment feature;
(ii) NO CONSTRUCTION LOANS.
No Mortgage Loan was made in connection with (i) the
construction or rehabilitation of a Mortgage Property or (ii)
facilitating the trade-in or exchange of a Mortgaged Property
other than a construction-to-permanent loan which has
converted to a permanent Mortgage Loan;
(jj) UNDERWRITING.
Each Mortgage Loan was underwritten in accordance with the
underwriting guidelines of the Company; and the Mortgage Note
and Mortgage are on forms acceptable to Xxxxxxx Mac or Xxxxxx
Mae;
(kk) BUYDOWN MORTGAGE LOANS.
With respect to each Mortgage Loan that is a Buydown Mortgage Loan:
(i) On or before the date of origination of such Mortgage
Loan, the Company and the Mortgagor, or the Company,
the Mortgagor and the seller of the Mortgaged
Property or a third party entered into a Buydown
Agreement.
The Buydown Agreement provides that the seller of the
Mortgaged Property (or third party) shall deliver to
the Company temporary Buydown Funds in an amount
equal to the aggregate undiscounted amount of
payments that, when added to the amount the Mortgagor
on such Mortgage Loan is obligated to pay on each Due
Date in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly
Payment due on such Mortgage Loan. The temporary
Buydown Funds enable the Mortgagor to qualify for the
Buydown Mortgage Loan. The effective interest rate of
a Buydown Mortgage Loan if less than the interest
rate set forth in the related Mortgage Note will
increase within the Buydown Period as provided in the
related Buydown Agreement so that the effective
interest rate will be equal to the interest rate as
set forth in the related Mortgage Note. The Buydown
Mortgage Loan satisfies the requirements of Xxxxxx
Mae guidelines;
(ii) The Mortgage and Mortgage Note reflect the permanent
payment terms rather than the payment terms of the
Buydown Agreement. The Buydown Agreement provides for
the payment by the Mortgagor of the full amount of
the Monthly Payment on any Due Date that the Buydown
Funds are available. The Buydown Funds were not used
to reduce the original principal balance of the
Mortgage Loan or to increase the Appraised Value of
the Mortgage Property when calculating the
Loan-to-Value Ratios for purposes of the Agreement
and, if the Buydown Funds were provided by the
Company and if required under Xxxxxx Xxx and Xxxxxxx
Mac guidelines, the terms of the Buydown Agreement
were disclosed to the appraiser of the Mortgaged
Property;
(iii) The Buydown Funds may not be refunded to the
Mortgagor unless the Mortgagor makes a principal
payment for the outstanding balance of the Mortgage
Loan;
(iv) As of the date of origination of the Mortgage Loan,
the provisions of the related Buydown Agreement
complied with the requirements of Xxxxxx Mae and
Xxxxxxx Mac regarding buydown agreements;
(ll) COOPERATIVE LOANS.
With Respect to Each Cooperative Loan:
--------------------------------------
(i) The Cooperative Shares are held by a person as a
tenant-stockholder in a Cooperative. Each original
UCC financing statement, continuation statement or
other governmental filing or recordation necessary to
create or preserve the perfection and priority of the
first lien and security interest in the Cooperative
Loan and Proprietary Lease has been timely and
properly made. Any security agreement, chattel
mortgage or equivalent document related to the
Cooperative Loan and delivered to Purchaser or
its designee establishes in Purchaser a valid and
subsisting perfected first lien on and security
interest in the Mortgaged Property described therein,
and Purchaser has full right to sell and assign the
same. The Proprietary Lease term expires no less than
five years after the Mortgage Loan term or such other
term acceptable to Xxxxxx Mae or Xxxxxxx Mac;
(ii) A Cooperative Lien Search has been made by a company
competent to make the same which company is
acceptable to Xxxxxx Mae and qualified to do business
in the jurisdiction where the Cooperative is located;
(iii) (a) The term of the related Proprietary Lease is not
less than the terms of the Cooperative Loan; (b)
there is no provision in any Proprietary Lease which
requires the Mortgagor to offer for sale the
Cooperative Shares owned by such Mortgagor first to
the Cooperative; (c) there is no prohibition in any
Proprietary Lease against pledging the Cooperative
Shares or assigning the Proprietary Lease; (d) the
Cooperative has been created and exists in full
compliance with the requirements for residential
cooperatives in the jurisdiction in which the Project
is located and qualifies as a cooperative housing
corporation under Section 210 of the Code; (e) the
Recognition Agreement is on a form published by
Aztech Document Services, Inc. or includes similar
provisions; and (f) the Cooperative has good and
marketable title to the Project, and owns the Project
either in fee simple or under a leasehold that
complies with the requirements of the Xxxxxx Xxx
Guidelines; such title is free and clear of any
adverse liens or encumbrances, except the lien of any
blanket mortgage;
(iv) The Company has the right under the terms of the
Mortgage Note, Pledge Agreement and Recognition
Agreement to pay any maintenance charges or
assessments owed by the Mortgagor;
(v) Each Stock Power (i) has all signatures guaranteed or
(ii) if all signatures are not guaranteed, then such
Cooperative Shares will be transferred by the stock
transfer agent of the Cooperative if the Company
undertakes to convert the ownership of the collateral
securing the related Cooperative Loan.
(mm) HOEPA.
No Mortgage Loan is classified as a "high cost" mortgage loan
under the Home Ownership and Equity Protection Act of 1994, as
amended, and no Mortgage Loan is considered a "high cost
home," "threshold," "covered" (excluding home loans defined as
"covered home loans" pursuant to the New Jersey Home Ownership
Security Act of 2002), or "high risk home" loan under any
other applicable state, federal or local law;
(nn) ANTI-MONEY LAUNDERING LAWS.
The Company has complied with all applicable anti-money
laundering laws and regulations, (the "Anti-Money Laundering
Laws"), and has established an anti-money laundering
compliance program as required by the Anti-Money Laundering
Laws;
(oo) BANKRUPTCY.
No Mortgagor was a debtor in any state or federal bankruptcy
or insolvency proceeding as of the date the Mortgage Loan was
closed and the proceeds of the Mortgage Loan were distributed;
(pp) DUE ON SALE.
The Mortgage or Mortgage Note contains an enforceable
provision, to the extent not prohibited by federal law, for
the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan in the event that the Mortgaged
Property is sold or transferred without the prior written
consent of the Mortgagee thereunder, provided that, with
respect to Mortgage Notes which bear an adjustable rate of
interest, such provision shall not be enforceable if the
Mortgagor causes to be submitted to the Company to evaluate
the intended transferee as if a new Mortgage Loan were being
made to such transferee, and the Company reasonably determines
that the security will not be impaired by such Mortgage Loan
assumption and that the risk of breach of any covenant or
agreement in such Mortgage is acceptable to the Purchaser;
(qq) CREDIT REPORTING.
With respect to each Mortgage Loan, the Company has furnished
complete information on the related borrower credit files to
Equifax, Experian and Trans Union Credit Information Company,
in accordance with the Fair Credit Reporting Act and its
implementing regulations;
(rr) DELIVERY OF MORTGAGE FILES.
The Mortgage Loan Documents required to be delivered by the
Company have been delivered to the Custodian. The Company is
in possession of a complete, true and accurate Mortgage File
in compliance with Exhibit B, except for such documents the
originals of which have been delivered to the Custodian or for
such documents where the originals of which have been sent for
recordation;
(ss) SINGLE PREMIUM CREDIT LIFE INSURANCE.
No Mortgagor has been offered or required to purchase single
premium credit insurance in connection with the origination of
the Mortgage Loan;
(tt) PAYMENT IN FULL.
The Company had no knowledge, at the time of origination of
the Mortgage Loan, of any fact that should have led it to
expect that such Mortgage Loan would not be paid in full when
due; and
(uu) MERS MORTGAGE LOANS.
With respect to each MERS Mortgage Loan, a MIN has been
assigned to the Mortgage Loan, the MIN appears on the Mortgage
or related Assignment of Mortgage to MERS, the Mortgage or the
related Assignment of Mortgage to MERS has been duly and
properly recorded on MERS, and the transfer to the Purchaser
has been properly reflected in the MERS System pursuant to the
Purchaser's registration instructions.
EXHIBIT E
---------
REQUEST FOR RELEASE
TO: U.S. Bank National Association
Corporate Trust Services
Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx, XX 00000
Re: Pooling and Servicing Agreement dated as of March 1,
2005, among Citigroup Mortgage Loan Trust Inc., as
Depositor, CitiMortgage, Inc. as master servicer and
trust administrator and U.S. Bank National
Association as Trustee
---------------------------------------------
In connection with the administration of the Mortgage Loans
held by you as Trustee for the Owner pursuant to the above-captioned Agreement,
we request the release, and hereby acknowledge receipt, of the Trustee's
Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
______________ 1. Mortgage Paid in Full
______________ 2. Foreclosure
______________ 3. Substitution
______________ 4. Other Liquidation (Repurchases, etc.)
______________ 5. Nonliquidation
Reason:______________________________________________
Address to which Trustee should
Deliver the Custodian's Mortgage File:
[____________]
[____________]
E-1
By: ________________________________
(authorized signer)
Issuer:_____________________________
Address: ________________________________
Date: ______________________________ ________________________________
Trustee
U.S. BANK NATIONAL ASSOCIATION
Please acknowledge the execution of the above request by your signature and date
below:
____________________________________
Signature Date
Documents returned to Trustee:
____________________________________
Trustee Date
E-2
EXHIBIT F-1
-----------
FORM OF TRANSFEROR REPRESENTATION LETTER
[Date]
U.S. Bank National Association
Corporate Trust Services
Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx, XX 00000
ATTENTION: CMLTI, SERIES 2005-1
Re: Citigroup Mortgage Loan Trust, Series 2005-1, Mortgage
Pass-Through Certificates, Class , representing a % Class
Percentage Interest
---------------------------------------------------------
Ladies and Gentlemen:
In connection with the transfer by ________________ (the
"Transferor") to ________________ (the "Transferee") of the captioned mortgage
pass-through certificates (the "Certificates"), the Transferor hereby certifies
as follows:
Neither the Transferor nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, (e) has taken any other action, that (in the case of each of
subclauses (a) through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or
would render the disposition of any Certificate a violation of Section 5 of the
1933 Act or any state securities law or would require registration or
qualification pursuant thereto. The Transferor will not act, nor has it
authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Certificate. The Transferor will not
sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of that certain Pooling and Servicing Agreement, dated as of
[___], among Citigroup Mortgage Loan Trust Inc. as Depositor, CitiMortgage, Inc.
as trust administrator and master servicer and U.S. Bank National Association as
Trustee (the "Pooling and Servicing Agreement"), pursuant to which Pooling and
Servicing Agreement the Certificates were issued.
F-1-1
Capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
Very truly yours,
[Transferor]
By:___________________________
Name:
Title:
F-1-2
FORM OF TRANSFEREE REPRESENTATION LETTER
[Date]
U.S. Bank National Association
Corporate Trust Services
Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx, XX 00000
ATTENTION: CMLTI, SERIES 2005-1
Re: Citigroup Mortgage Loan Trust, Series 2005-1, Mortgage
Pass-Through Certificates, Class , representing a % Percentage
Interest
--------------------------------------------------------------
Ladies and Gentlemen:
In connection with the purchase from ______________________
(the "Transferor") on the date hereof of the captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:
1. The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the
"1933 Act") and has completed either of the forms of certification to that
effect attached hereto as Annex 1 or Annex 2. The Transferee is aware that the
sale to it is being made in reliance on Rule 144A. The Transferee is acquiring
the Certificates for its own account or for the account of a qualified
institutional buyer, and understands that such Certificate may be resold,
pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
2. The Transferee has been furnished with all information
regarding (a) the Certificates and distributions thereon, (b) the nature,
performance and servicing of the Mortgage Loans, (c) the Pooling and Servicing
Agreement referred to below, and (d) any credit enhancement mechanism associated
with the Certificates, that it has requested.
All capitalized terms used but not otherwise defined herein
have the respective meanings assigned thereto in the Pooling and Servicing
Agreement, dated as of Setpember 1, 2005, among Citigroup Mortgage Loan Trust
Inc. as Depositor, CitiMortgage, Inc. as master servicer and trust administrator
and U.S. Bank National Association as Trustee, pursuant to which the
Certificates were issued.
[TRANSFEREE]
By:_______________________________
Name:
Title:
F-1-3
ANNEX 1 TO EXHIBIT F
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and U.S. Bank National Association, as Trustee,
with respect to the mortgage pass-through certificates (the "Certificates")
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive
officer of the entity purchasing the Certificates (the
"Transferee").
2. In connection with purchases by the Transferee, the Transferee
is a "qualified institutional buyer" as that term is defined
in Rule 144A under the Securities Act of 1933 ("Rule 144A")
because (i) the Transferee owned and/or invested on a
discretionary basis $______________________1 in securities
(except for the excluded securities referred to below) as of
the end of the Transferee's most recent fiscal year (such
amount being calculated in accordance with Rule 144A) and (ii)
the Transferee satisfies the criteria in the category marked
below.
___ CORPORATION, ETC. The Transferee is a corporation (other than
a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986.
___ BANK. The Transferee (a) is a national bank or banking
institution organized under the laws of any State, territory
or the District of Columbia, the business of which is
substantially confined to banking and is supervised by the
State or territorial banking commission or similar official or
is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in
its latest annual financial statements, a copy of which is
attached hereto.
___ SAVINGS AND LOAN. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is
supervised and examined by a State or Federal authority having
supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an
audited net worth of at least
---------------
1 Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities. $25,000,000 as demonstrated in its latest annual financial
statements, A COPY OF WHICH IS ATTACHED HERETO.
F-1-4
___ BROKER-DEALER. The Transferee is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934.
___ INSURANCE COMPANY. The Transferee is an insurance company
whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by
insurance companies and which is subject to supervision by the
insurance commissioner or a similar official or agency of a
State, territory or the District of Columbia.
___ STATE OR LOCAL PLAN. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA PLAN. The Transferee is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ INVESTMENT ADVISOR. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Transferee,
(ii) securities that are part of an unsold allotment to or
subscription by the Transferee, if the Transferee is a dealer,
(iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and
certificates of deposit, (v) loan participations, (vi)
repurchase agreements, (vii) securities owned but subject to a
repurchase agreement and (viii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the
Transferee, the Transferee used the cost of such securities to
the Transferee and did not include any of the securities
referred to in the preceding paragraph. Further, in
determining such aggregate amount, the Transferee may have
included securities owned by subsidiaries of the Transferee,
but only if such subsidiaries are consolidated with the
Transferee in its financial statements prepared in accordance
with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the
Transferee's direction. However, such securities were not
included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not
itself a reporting company under the Securities Exchange Act
of 1934.
5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related
to the Certificates are relying and will continue to rely on
the statements made herein because one or more sales to the
Transferee may be in reliance on Rule 144A.
___ ___ Will the Transferee be purchasing the Certificates only for
Yes No the Transferee's own account?
F-1-5
6. If the answer to the foregoing question is "no", the
Transferee agrees that, in connection with any purchase of
securities sold to the Transferee for the account of a third
party (including any separate account) in reliance on Rule
144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional
buyer" within the meaning of Rule 144A. In addition, the
Transferee agrees that the Transferee will not purchase
securities for a third party unless the Transferee has
obtained a current representation letter from such third party
or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the
definition of "qualified institutional buyer" set forth in
Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and
conclusions herein. Until such notice is given, the
Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings
and loan as provided above, the Transferee agrees that it will
furnish to such parties updated annual financial statements
promptly after they become available.
Dated:
______________________________________
Print Name of Transferee
By:___________________________________
Name:
Title:
F-1-6
ANNEX 2 TO EXHIBIT F
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and U.S. Bank National Association, as Trustee, with respect to
the mortgage pass- through certificates (the "Certificates") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the President, Chief Financial Officer
or Senior Vice President of the entity purchasing the Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A")
because the Transferee is part of a Family of Investment Companies (as defined
below), is such an officer of the investment adviser (the "Adviser").
2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company Act
of 1940, and (ii) as marked below, the Transferee alone, or the Transferee's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year. For purposes of determining the amount of
securities owned by the Transferee or the Transferee's Family of Investment
Companies, the cost of such securities was used.
____ The Transferee owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with Rule 144A).
____ The Transferee is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or more
registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) securities issued or guaranteed by the U.S.
or any instrumentality thereof, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.
F-1-7
5. The Transferee is familiar with Rule 144A and understands that the parties to
which this certification is being made are relying and will continue to rely on
the statements made herein because one or more sales to the Transferee will be
in reliance on Rule 144A. In addition, the Transferee will only purchase for the
Transferee's own account.
6. The undersigned will notify the parties to which this certification is made
of any changes in the information and conclusions herein. Until such notice, the
Transferee's purchase of the Certificates will constitute a reaffirmation of
this certification by the undersigned as of the date of such purchase.
Dated:
______________________________________
Print Name of Transferee or Advisor
By:____________________________________
Name:
Title:
IF AN ADVISER:
______________________________________
Print Name of Transferee
F-1-8
FORM OF TRANSFEREE REPRESENTATION LETTER
----------------------------------------
The undersigned hereby certifies on behalf of the purchaser named below
(the "Purchaser") as follows:
1. I am an executive officer of the Purchaser.
2. The Purchaser is a "qualified institutional buyer", as defined in Rule
144A, ("Rule 144A") under the Securities Act of 1933, as amended.
3. As of the date specified below (which is not earlier than the last day
of the Purchaser's most recent fiscal year), the amount of
"securities", computed for purposes of Rule 144A, owned and invested on
a discretionary basis by the Purchaser was in excess of $100,000,000.
Name of Purchaser
______________________________________
By:___________________________________
Name:
Title:
Date of this certificate:
Date of information provided in paragraph 3
F-1-9
EXHIBIT F-2
-----------
FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
STATE OF __________ )
COUNTY OF _________ )
__________________________, being duly sworn, deposes,
represents and warrants as follows:
1. I am a ______________________ of
____________________________ (the "Owner") a corporation duly organized and
existing under the laws of ______________, the record owner of Citigroup
Mortgage Loan Trust, Series 2005-1, Mortgage Pass-Through Certificates, Class R
Certificates, (the "Class R Certificates"), on behalf of whom I make this
affidavit and agreement. Capitalized terms used but not defined herein have the
respective meanings assigned thereto in the Pooling and Servicing Agreement
pursuant to which the Class R Certificates were issued.
2. The Owner (i) is and will be a "Permitted Transferee" as
of ____________, 20__ and (ii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.
3. The Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the
Internal Revenue Code of 1986 that applies to all transfers of the Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
or, if such transfer is through an agent (which person includes a broker,
nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that
the person otherwise liable for the tax shall be relieved of liability for the
tax if the transferee furnishes to such person an affidavit that the transferee
is a Permitted Transferee and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that each of the
Class R Certificates may be a "noneconomic residual interest" within the meaning
of proposed Treasury regulations promulgated under the Code and that the
transferor of a "noneconomic residual interest" will remain liable for any taxes
due with respect to the income on such residual
F-2-1
interest, unless no significant purpose of the transfer is to impede the
assessment or collection of tax.
4. The Owner is aware of the tax imposed on a "pass-through
entity" holding the Class R Certificates if, at any time during the taxable year
of the pass-through entity, a non-Permitted Transferee is the record holder of
an interest in such entity. (For this purpose, a "pass-through entity" includes
a regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is aware that the Trustee will not register the
transfer of any Class R Certificate unless the transferee, or the transferee's
agent, delivers to the Trustee, among other things, an affidavit in
substantially the same form as this affidavit. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
6. The Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is a Permitted Transferee.
7. The Owner's taxpayer identification number is
_________________.
8. The Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement under which the Class R Certificates were issued
(in particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event that the Owner holds such Certificate
in violation of Section 5.02(d)); and that the Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
9. The Owner is not acquiring and will not transfer the Class
R Certificates in order to impede the assessment or collection of any tax.
10. The Owner anticipates that it will, so long as it holds
the Class R Certificates, have sufficient assets to pay any taxes owed by the
holder of such Class R Certificates, and hereby represents to and for the
benefit of the person from whom it acquired the Class R Certificates that the
Owner intends to pay taxes associated with holding such Class R Certificates as
they become due, fully understanding that it may incur tax liabilities in excess
of any cash flows generated by the Class R Certificates.
11. The Owner has no present knowledge that it may become
insolvent or subject to a bankruptcy proceeding for so long as it holds the
Class R Certificates.
12. The Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
13. The Owner is not acquiring the Class R Certificates with
the intent to transfer the Class R Certificates to any person or entity that
will not have sufficient assets to pay
F-2-2
any taxes owed by the holder of such Class R Certificates, or that may become
insolvent or subject to a bankruptcy proceeding, for so long as the Class R
Certificates remain outstanding.
14. The Owner will, in connection with any transfer that it makes of the Class R
Certificates, obtain from its transferee the representations required by Section
5.02(d) of the Pooling and Servicing Agreement under which the Class R
Certificate were issued and will not consummate any such transfer if it knows,
or knows facts that should lead it to believe, that any such representations are
false.
15. The Owner will, in connection with any transfer that it makes of the Class R
Certificates, deliver to the Trustee an affidavit, which represents and warrants
that it is not transferring the Class R Certificates to impede the assessment or
collection of any tax and that it has no actual knowledge that the proposed
transferee: (i) has insufficient assets to pay any taxes owed by such transferee
as holder of the Class R Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Class R Certificates remains
outstanding; and (iii) is not a "Permitted Transferee".
16. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof, or an estate or trust whose
income from sources without the United States may be included in gross income
for United States federal income tax purposes regardless of its connection with
the conduct of a trade or business within the United States.
F-2-3
IN WITNESS WHEREOF, the Owner has caused this instrument to
be executed on its behalf, pursuant to the authority of its Board of Directors,
by its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
__________, 20__.
[OWNER]
By:__________________________
Name:
Title: [Vice] President
ATTEST:
By:_________________________________
Name:
Title: [Assistant] Secretary
Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to
be a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of __________,
20___.
____________________________
Notary Public
County of __________________
State of ___________________
My Commission expires:
F-2-4
FORM OF TRANSFEROR AFFIDAVIT
STATE OF NEW YORK )
COUNTY OF NEW YORK )
__________________________, being duly sworn, deposes,
represents and warrants as follows:
1. I am a ____________________ of
____________________________ (the "Owner"), a corporation duly organized and
existing under the laws of ______________, on behalf of whom I make this
affidavit.
2. The Owner is not transferring the Class R Certificates
(the "Residual Certificates") to impede the assessment or collection of any tax.
3. The Owner has no actual knowledge that the Person that is
the proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.
4. The Owner understands that the Purchaser has delivered to
the Trustee a transfer affidavit and agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit F-2. The Owner does not know or
believe that any representation contained therein is false.
5. At the time of transfer, the Owner has conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Owner has determined that the Purchaser has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Owner understands that the transfer of a
Residual Certificate may not be respected for United States income tax purposes
(and the Owner may continue to be liable for United States income taxes
associated therewith) unless the Owner has conducted such an investigation.
6. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Pooling and Servicing Agreement.
F-2-5
IN WITNESS WHEREOF, the Owner has caused this instrument to
be executed on its behalf, pursuant to the authority of its Board of Directors,
by its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 20__.
[OWNER]
By:___________________________
Name:
Title: [Vice] President
ATTEST:
By:______________________________
Name:
Title: [Assistant] Secretary
Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to
be a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of __________,
20___.
____________________________
Notary Public
County of __________________
State of ___________________
My Commission expires:
F-2-6
EXHIBIT G
---------
FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
[Date]
U.S. Bank National Association
Corporate Trust Services
Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx, XX 00000
Attention: CMLTI, Series 2005-1
Re: Citigroup Mortgage Loan Trust, Series 2005-1, Mortgage
Pass-Through Certificates, Class ___
------------------------------------
Dear Sirs:
_______________________ (the "Transferee") intends to acquire from
_____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance of Citigroup Mortgage Loan Trust, Series 2005-1, Mortgage
Pass-Through Certificates, Class [B-4] [B-5] [B-6] [R] (the "Certificates"),
issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of [___], among Citigroup Mortgage Loan Trust Inc. as
depositor (the "Depositor"), CitiMortgage, Inc. as master servicer (the"Master
Servicer") and trust administrator and U.S. Bank National Association as trustee
(the "Trustee"). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned thereto in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to, and covenants with the
Depositor, the Trustee and the Master Servicer that:
The Certificates (i) are not being acquired by, and will not be
transferred to, any employee benefit plan within the meaning of section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, Xxxxx plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.ss.2510.3-101,
and (iii) will not be transferred to any entity that is deemed to be investing
in plan assets within the meaning of the DOL regulation at 29 X.X.X.xx.
2510.3-101.
G-1
Very truly yours,
__________________________________
By:____________________________
Name:
Title:
G-2
EXHIBIT H
---------
FORM OF MASTER SERVICER CERTIFICATION
Re: Citigroup Mortgage Loan Trust, Series 2005-1 Mortgage
Pass-Through Certificates, Series 2005-1
----------------------------------------
I, [identify the certifying individual], certify that:
1. I have reviewed the information required to be provided to
the Trustee by the Master Servicer pursuant to the Pooling and Servicing
Agreement (the "Servicing Information");
2. Based on my knowledge, the Servicing Information, taken as
a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the Servicing Information required
to be provided to the Trustee by the Master Servicer has been provided as
required under the Pooling and Servicing Agreement;
4. I am responsible for reviewing the activities performed by
the Master Servicer under the Pooling and Servicing Agreement and based upon my
knowledge and the annual compliance review required under the Pooling and
Servicing Agreement, and except as disclosed by written notice to the Trustee or
in the annual compliance statement or certified public accountant's report
required to be delivered to the Trustee in accordance with the terms of the
Pooling and Servicing Agreement (which has been so delivered to the Trustee),
the Master Servicer has, for the period covered by the Form 10-K Annual Report,
fulfilled its obligations under the Pooling and Servicing Agreement; and
5. The Master Servicer has disclosed to its certified public
accountants and the Depositor all significant deficiencies relating to the
Master Servicer's compliance with the minimum servicing standards in accordance
with a review conducted in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or similar procedure, as set forth in the Pooling
and Servicing Agreement.
H-1
Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated [___]
(the "Pooling and Servicing Agreement"), among the Depositor as depositor,
CitiMortgage, Inc. as master servicer and trust administrator and U.S. Bank
National Association as trustee.
CITIMORTGAGE, INC.
By:____________________________
Name:
Title:
Date:
H-2
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
[FILED BY PAPER]
Schedule 3-1
